10-K

                            SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549

                                       FORM 10-K
(Mark One)
x         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
          EXCHANGE ACT OF 1934
          For the fiscal year ended December 30, 1995
                              OR

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
          EXCHANGE ACT OF 1934
          For the transition period from             to                 

                               Commission File No. 1-4663

                       Crompton & Knowles Corporation
              (Exact name of registrant as specified in its charter)

         Massachusetts                            04-1218720
(State or other jurisdiction of incorporation or organization)           
(I.R.S. Employer Identification No.)

One Station Place, Metro Center
Stamford, Connecticut                                              06902
(address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code: (203) 353-5400

Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each exchange
          Title of each class                         on which registered 

        Common Stock, $0.10 par value                New York Stock Exchange

    Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.             Yes x     No     

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.      [  ]  

The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed as of February 9, 1996, was $640,834,968.

The number of shares of Common Stock of the registrant outstanding as of
February 9, 1996 was 48,022,079. 

               DOCUMENTS INCORPORATED BY REFERENCE

Annual Report to Stockholders for fiscal year
 ended December 30, 1995                     Parts I, II and IV
Proxy Statement for Annual Meeting of Stockholders
 on April 9, 1996                            Part III

EX-4

               SECOND AMENDMENT TO CREDIT AGREEMENT


          SECOND AMENDMENT (this "Amendment"), dated as of May 18, 1995, among
Crompton & Knowles Corporation, a Massachusetts corporation (the "Company"),
the financial institutions listed on the signature pages hereto and Bankers
Trust Company, as Agent under the Credit Agreement referred to below.  All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.

                              W I T N E S S E T H :


          WHEREAS, the Company, various lending institutions (the "Banks"),
and Bankers Trust Company, as Agent, are parties to a Credit Agreement dated
as of September 28, 1992 (as amended, modified or supplemented through the
date hereof, the "Credit Agreement"); and

          WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;

          NOW, THEREFORE, it is agreed:

          1.   Schedule I to the Credit Agreement is hereby amended by
deleting the same in its entirety and inserting in lieu thereof as a new
Schedule I thereto the Schedule I attached hereto.  Each Bank hereby
acknowledges and agrees that from and after the Amendment Effective Date (as
hereinafter defined) its Commitment shall be the amount set forth opposite
such Bank's name on Schedule I attached hereto, as such amount may be reduced
from time to time in accordance with the terms of the Credit Agreement.

          2.   In order to induce the Banks to enter into this Amendment, the
Company hereby (i) makes each of the representations, warranties and agreement
contained in the Credit Agreement a d (ii) represents and warrants that there
exists no Default or Event of Default, in each case on the Amendment Effective
Date (as hereinafter defined), both before and after giving effect to this
Amendment.

          3.   This Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any other provision of the Credit
Agreement.

          4.    This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.  A complete set
of counterparts shall be lodged with the Company and the Agent.

          5.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

          6.  This Amendment shall become effective on the date (the Amendment
Effective Date") when (a) each of the parties hereto shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered the same to the Agent at its New York Office and (b) the Company
shall have delivered to the Agent (i) an opinion of counsel in form and
substance satisfactory to the Agent, (ii) an officer's certificate in form and
substance satisfactory to the Agent (which officer's certificate shall in any
event have attached thereto a true and correct copy of resolutions of the
Board of Directors of the Company and each Guarantor authorizing the increase
in the Total Commitment as set forth in Schedule I attached hereto) and (iii)
for the account of each Bank, a new Note duly executed by the Borrower in the
amount, maturity and as otherwise provided in the Credit Agreement after
giving effect to this Amendment.  

          7.  From and after the Amendment Effective Date, all references in
the Credit Agreement and the Notes to the Credit Agreement shall be deemed to
be references to the Credit Agreement as modified hereby.


                                                                               
                                                                SCHEDULE I


                           Schedule of Commitments


Name of Bank                                           Commitment

Bankers Trust Company                               $ 35,714,285.71

The Bank of New York                                  35,714,285.71

ABN AMRO Bank N.V., New York Branch                   17,857,142.86

Shawmut Bank Connecticut, N.A.                        17,857,142.86

First Fidelity Bank, National Association,            17,857,142.86
 New Jersey

          IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be duly executed and delivered as of the date first above
written.


                                         CROMPTON & KNOWLES CORPORATION


                                         By /s/ Charles Marsden
                                                Charles Marsden
                                                Title: Vice President-Finance

                                         By /s/ Peter Barna
                                                Peter Barna
                                                Title: Treasurer

                                         BANKERS TRUST COMPANY,
                                         Individually and as Agent

                                         By /s/ Katherine A. Judge
                                                Katherine A. Judge
                                                Title: Vice President
                                

                                         THE BANK OF NEW YORK

                                         By /s/ Maria C. Mamilorvich
                                                Maria C. Mamilorvich
                                                Title: Vice President
 
                                       
                                         FIRST FIDELITY BANK, NATIONAL
                                         ASSOCIATION, NEW JERSEY
                                                                               
                                         By /s/ Robert Strunk
                                                Robert Strunk
                                                Title: Vice President
                                                ABN AMRO BANK N.V.
                                                NEW YORK BRANCH
   

                                         By /s/ David A. Mandell
                                                David A. Mandell
                                                Title: Vice President

                                         By /s/ David W. Stack
                                                David W. Stack
                                                Title: Acting Vice President


                                         SHAWMUT BANK CONNECTICUT, N.A.
                                     

                                         By /s/ Robert Surdam
                                                Robert Surdam
                                                Title: Director

Acknowledged and Agreed:

INGREDIENT TECHNOLOGY CORPORATION


By /s/ Peter Barna
       Peter Barna
       Title: Treasurer


CROMPTON & KNOWLES COLORS
 INCORPORATED


By /s/ Peter Barna
       Peter Barna
       Title: Treasurer


DAVIS-STANDARD CORPORATION


By /s/ Peter Barna
       Peter Barna
       Title: Treasurer

EX-10

                             AMENDED
                SUPPLEMENTAL RETIREMENT AGREEMENT

  AMENDMENT dated as of October 18, 1995 to the Amended Supplemental
Retirement Agreement dated as of October 20, 1993  (the "Amended Agreement")
by and (the "Employee") and Crompton & Knowles Corporation, a Massachusetts
corporation (the "Corporation").

                           WITNESSETH:

  WHEREAS, the Employee and the Corporation wish to make certain changes in
the Amended Agreement and to restate the Amended Agreement, as further amended
hereby, in the form of this Amended Supplemental Retirement Agreement (the
"Agreement");

  NOW, THEREFORE, the Employee and the Corporation hereby agree that the
Amended Agreement  shall be further amended and restated in its entirety to
read as follows:

  1.  The Corporation has entered into this Agreement to induce the Employee
to continue in its employment, recognizing that in the case of a limited
number of key executive employees to whom similar contracts may be offered the
ordinary retirement benefits provided under the Corporation's retirement
system do not afford sufficient incentive in terms of economic security, when
compared with retirement arrangements available from other prospective
employers who have been, are, or may be competing for their services.  Nothing
herein shall be deemed a contract of employment for any minimum fixed term, or
shall restrict the freedom of the Corporation or the Employee to terminate the
employment relationship between them at any time.

  2.  All references herein to the Corporation shall be deemed to include any
subsidiary, which shall be defined as meaning any corporation of which this
Corporation owns all of the voting stock.

  3.  For the purposes of this Agreement, the following terms shall have the
following meanings:

      (a)  "Normal Retirement Date" shall mean the first day of the month on   
or next after the Employee's sixty-fifth (65th) birthday.

      (b)  "Compensation" shall mean all of the Employee's cash compensation
for a calendar year, including salary, any amount contributed by the Employee
to a cash or deferred plan under Section 401(k) of the Internal Revenue Code
of 1986, as amended, and any incentive compensation award or bonus with
respect to such year (even if paid in a subsequent year), but excluding any
incentive compensation award or bonus paid during such year with respect to a
prior year and extraordinary earnings such as insurance costs or gains on
exercise of stock options.

      (c)  "Actuarial Equivalent" shall mean an amount of equivalent value
computed on the basis of the actuarial assumptions used from time to time by
the actuarial consultants employed by the Corporation in connection with its
employee benefit plans, but using an interest assumption which is not less
than the Pension Benefit Guaranty Corporation interest assumption in effect at
the beginning of the month as of which the computation is made.

      (d)  "Cause" shall mean (i)the Employee's willful and continued failure  
to substantially perform assigned duties with the Corporation (other than any
such failure resulting from incapacity due to physical or mental illness or
any such actual or anticipated failure resulting from termination for Good
Reason), after a demand for substantial performance is delivered to the
Employee by the Board of Directors of the Corporation, specifically
identifying the manner in which the Board believes that the duties have not
been substantially performed, or (ii) the Employee's willful conduct which is
demonstrably and materially injurious to the Corporation.  For purposes of
this sub-paragraph (d), no act, or failure to act, shall be considered
"willful" unless done, or omitted to be done, not in good faith and without
reasonable belief that such action or omission was in the best interest of 
the Corporation.

      (e)  "Good Reason" shall mean (i) the assignment to the   Employee of    
any duties inconsistent in any respect with the Employee's position 
(including status, offices, titles, and reporting requirements), authority,  
duties, or responsibilities as contemplated by any Employment Agreement 
between the Employee and the Corporation, or any other action by the 
Corporation which results in a diminishment in such position,authority, 
duties, or responsibilities, other than an insubstantial and inadvertent 
action which is remedied by the Corporation promptly after receipt of notice 
thereof given by the Employee; (ii) any failure by the Corporation to comply   
with any of the provisions of any Employment Agreement between the Employee 
and the Corporation, other than an insubstantial and inadvertent failure 
which is remedied by the Corporation promptly after receipt of notice thereof
given by the Employee; (iii) any change not concurred in by the Employee in
the location of the office at which the Employee is principally based, except
for travel reasonably required in the performance of the Employee's
responsibilities and substantially consistent with prior business travel
obligations of the Employee; or (iv) any purported termination by the
Corporation of the Employee's employment otherwise than as permitted by any 
Employment Agreement between the Employee and the Corporation.

      (f)  "Change in Control" shall mean a change in control of the      
Corporation of a nature that would be required to be reported in response to   
Item 1(a) of the Current Report on Form 8-K, as in effect on January 1,      
1988, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   
(the "Exchange Act"); provided that, without limitation, such a "Change in     
Control" shall be deemed to have occurred if:  (i) a third person, including   
a "group" as such term is used in Section 13(d)(3) of the Exchange Act,        
other than the trustee of any employee benefit plan of the Corporation,        
becomes the beneficial owner, directly or indirectly, of 20% or more of the    
combined voting power of the Corporation's outstanding voting securities       
ordinarily having the right to vote for the election of directors of the       
Corporation; (ii) during any period of 24 consecutive months individuals      
who, at the beginning of such consecutive 24-month period, constitute the      
Board of Directors of the Corporation (the "Board" generally and, as of the    
date of this Agreement, the "Incumbent Board") cease for any reason (other     
than retirement upon reaching normal retirement age, disability, or death)     
to constitute at least a majority of the Board; provided that any person       
becoming a director subsequent to the date hereof whose election, or         
nomination for election by the Corporation's shareholders, was approved by a   
vote of at least three quarters of the directors comprising the Incumbent      
Board (other than an election or nomination of an individual whose initial     
assumption of office is in connection with an actual or threatened election    
contest relating to the election of the Directors of the Corporation, as       
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the     
Exchange Act) shall be, for purposes of this Agreement, considered as though   
such person were a member of the Incumbent Board; or (iii) the Corporation     
shall cease to be a publicly owned corporation having its outstanding Common   
Stock listed on the New York Stock Exchange or quoted in the NASDAQ National   
Market System.

      (g)  "Projected Compensation" shall mean (I) for any calendar year      
throughout which the Employee is employed by the Corporation, his      
Compensation (as defined in paragraph 3(b) hereof) for such year, and (ii)     
for any calendar year during or after which his employment has been      
terminated, the compensation the Employee would have received for such year    
if he had received (A) salary at a rate determined by projecting his annual    
rate of salary at the end of the last full calendar year of his employment     
forward at a rate equal to 5% in excess of the annual percentage change in     
the Consumer Price Index as published by the U.S. Bureau of Labor Statistics   
for such year and (B) a bonus equal to 40% of his salary as thus projected.
  4.  If, prior to his Normal Retirement Date, the Employee shall voluntarily
terminate his employment with the Corporation without Good Reason or his
employment shall be terminated by the Corporation for Cause, he shall thereby
forfeit all rights and benefits under this Agreement.  If the employment of
the Employee shall be terminated on or after his Normal Retirement date, or
if, prior to that date but after the conditions of paragraph 2 hereof have
been satisfied, the Employee shall voluntarily terminate his employment for
Good Reason or his employment shall be terminated by the Corporation without
Cause, this Agreement shall continue in full force and effect, and the
Employee shall become entitled to the rights and benefits hereinafter set
forth upon the occurrence of the events respectively giving rise thereto.

  5.  If the Employee shall remain in employment by the Corporation until and
shall reach his Normal Retirement Date, he shall be entitled to receive a
supplemental retirement benefit under this Agreement which shall be at an
annual rate equal to the amount by which

      (a)  sixty percent (60%) of the Employee's average annual Compensation 
during those five (5) calendar years in which such Compensation was highest 
during the ten (10) calendar years immediately preceding his Normal 
Retirement Date

 exceeds

      (b)  the annual benefit, payable for the life of the Employee commencing 
on his Normal Retirement Date and without refund, which is the Actuarial 
Equivalent of that portion of the Employee's total accounts held under the 
Corporation's Individual Account Retirement Plan (the "IARP") which is 
attributable to contributions made to the IARP by the Corporation.

  Such supplemental retirement benefit shall commence on the Employee's actual 
retirement date and shall be payable in one of the benefit payment forms  
described in paragraph 8, as the Employee shall elect.

  6.  If the Employee's employment by the Corporation shall be terminated
(other than by reason of his death or disability) prior to his Normal
Retirement Date under circumstances not resulting in his forfeiture of
benefits and rights under paragraph 4 of this Agreement, he shall be entitled
to receive a reduced supplemental retirement benefit under this Agreement
which shall be at an annual rate computed as follows:

      (a)  There shall first be determined the amount by which

           (i)  sixty percent (60%) of the Employee's average annual           
      Compensation during those five(5) calendar years in which such           
      Compensation on was highest during the ten (10) calendar years           
      immediately preceding the year in which the termination of his           
      employment occurs

      exceeds

            (ii)  the annual benefit, payable for the life of the Employee     
      commencing on the date of the termination of his employment and without  
      refund, which is the Actuarial Equivalent of that portion of the         
      Employee's total accounts under the IARP which is attributable to        
      contributions made to the IARP by the Corporation.

      (b)  The amount thus determined shall then be multiplied by a fraction   
  in which the numerator shall be the number of full years of continuous       
  service the Employee shall have completed prior to the termination of        
  his employment and the denominator shall be the number of full years of      
  continuous service he would have completed had he remained in the            
  continuous service of the Corporation until his normal retirement date.

Such reduced supplemental retirement benefit shall commence on the first day
of the month following the Employee's termination of employment and shall be
payable in one of the benefit payment forms described in paragraph 8, as the
Employee shall elect.

  Anything in this paragraph or paragraph 4 to the contrary notwithstanding,
if, prior to his Normal Retirement Date but after a Change in Control of the
Corporation shall have occurred, the Corporation shall terminate the
Employee's employment other than for Cause, disability, or death or the
employment of the Employee shall be terminated voluntarily by the Employee for
Good Reason, he shall be entitled to elect to receive a supplemental
retirement benefit under this Agreement, whether or not the Employee shall
have then satisfied the conditions of paragraph 2 hereof, in lieu of any
benefit he is entitled to receive under sub-paragraphs (a) and (b) of this
paragraph 6, which shall be at an annual rate computed as follows:

      (c)  If the Employee has not attained the age of 55 on the date his   
termination of employment occurs, his benefit shall be equal to the amount   
by which

           (i)  sixty percent (60%) of the Employee's average annual Projected 
      Compensation during those five (5) calendar years in which such          
      Projected Compensation is highest during the ten (10) calendar years     
      immediately preceding the year in which he would have attained age 55

      exceeds

           (ii)  the annual benefit, payable for the life of the Employee      
      commencing on the date of the termination of his employment and without  
      refund, which is the Actuarial Equivalent of that portion of the         
      Employee's total accounts under the IARP which is attributable to        
      contributions made to the IARP by the Corporation.

      (d  If the Employee has attained age 55 on the date his termination of 
employment occurs, his benefit shall be equal to the amount determined under 
sub-paragraph (a) of this paragraph without the application of sub-paragraph 
(b) hereof.

Such supplemental retirement benefit under sub-paragraph (c) or (d) hereof
shall commence on the first day of the month following the month in which the
Employee attains age 65 and shall be payable in one of the benefit payment
forms described in paragraph 8, as the Employee shall elect.

  7.  If in the opinion of the Corporation the Employee becomes totally and
permanently disabled at any time while in the employment of the Corporation
and after the conditions of paragraph 2 hereof have been satisfied, he shall
become entitled to a disability benefit which shall be at an annual rate equal
to the amount by which

      (a)  seventy-five percent (75%) of the Employee's average annual 
Compensation during the last five (5) consecutive calendar years preceding 
the year in which his disability occurs

exceeds

      (b)  the annual benefit which the Employee would be entitled to receive 
under the Corporation's Long Term Disability Insurance Program if he was then
eligible for benefits thereunder (regardless of whether he participates in
said Program);

provided, however, that if the Employee is not entitled to receive any benefit
under said Program, the disability benefit to which he is entitled hereunder
shall be in an amount equal to forty percent (40%) of the Employee's average
annual Compensation determined as provided in sub-paragraph (a) above, and
provided further that the disability benefit to which the Employee is entitled
hereunder shall in no event be less than five percent (5%) of his average
annual Compensation determined as provided in sub-paragraph (a) above.  Such
disability benefit shall be payable in equal monthly installments, the first
payment to be made on the first day of the month following that in which the
Employee's salary is terminated because of such disability, and payments shall
be made on the first day of each month thereafter so long as such total
disability subsists and the Employee lives; provided, however, if the Employee
lives until his Normal Retirement Date, he may thereupon elect to receive, in
lieu of the disability benefit he had been receiving under this paragraph, the
supplemental retirement benefit to which he would then be entitled under
paragraph 6 if his employment by the Corporation had terminated other than by
reason of disability on the date his disability occurred.

  8.  The normal form in which the supplemental retirement benefit payable
under paragraph 5 or 6 of this Agreement shall be paid shall be a monthly
benefit payable for life and without refund.  In lieu of such normal benefit
payment form, the Employee may elect to receive his supplemental retirement
benefit hereunder in the form of a monthly benefit payable for life with a
period certain of up to 180 months, in the form of a monthly benefit payable
for a period certain, or in the form of a monthly benefit payable for life
with continuation of such payments (or a specified percentage thereof) to such
beneficiary as the Employee may designate for the life of such beneficiary. 
The amount of benefit payable under each such alternative benefit payment form
shall be the Actuarial Equivalent of the benefit payable in the normal form to
which the Employee would otherwise be entitled hereunder.  Any election of an
alternative benefit payment form shall be made in writing and may be changed
or rescinded by the Employee at any time prior to the date on which benefit
payments are to commence.  The Employee shall have the right to designate in
writing the beneficiary or beneficiaries to receive the benefit, if any, which
is payable under any benefit payment form after the Employee's death and may
change his designation of beneficiary from time to time, at any time prior to
the date on which benefit payments are to commence.  If there shall be no
beneficiary designated and surviving at the Employee's death, the estate of
the Employee shall be the beneficiary.  Whenever any benefits hereunder become
payable to the beneficiary of the Employee, the Corporation may, in its
discretion, authorize payment of such benefits to the beneficiary in a single
lump sum which is the Actuarial Equivalent of such benefits.

  Anything in this paragraph 8 to the contrary notwithstanding, at any time
after the date on which benefit payments commence, the Employee may elect to
receive his benefits hereunder in a single lump sum in an amount which is
equal to 90% of the Actuarial Equivalent of the benefit payable in the normal
form to which the Employee is otherwise entitled hereunder on the date as of
which such election is made.

  9.  If the Employee shall die while currently receiving a supplemental
retirement benefit under the provisions of paragraph 5 or 6 of this Agreement
(or after his Normal Retirement Date while currently receiving a supplemental
retirement benefit in lieu of the disability benefit provided under paragraph
7) and the Employee shall have elected a benefit payment form other than a
monthly benefit payable for life with no period certain, any benefits payable
after his death shall be paid to his beneficiary in accordance with the
provisions of the benefit payment form elected by the Employee.  If the
Employee shall die having reached his Normal Retirement Date but prior to his
actual retirement date and the Employee shall have elected a benefit payment
form other than a monthly benefit payable for life with no period certain,
benefits shall be paid to his beneficiary as if the Employee had commenced to
receive benefits under on the first day of the month in which his death
occurred.  If the Employee shall die after the conditions of paragraph 2 have
been satisfied and while in the active employ of the Corporation but prior to
his Normal Retirement Date, or if the Employee shall die while currently
receiving a disability benefit under paragraph 7 but prior to his Normal
Retirement Date, a death benefit shall be paid to the Employee's beneficiary,
in lieu of any other benefit under this Agreement, which shall be at an annual
rate equal to thirty-five percent (35%) of the Employee's average annual
Compensation during those five (5) calendar years in which such Compensation
was highest during the ten (10) calendar years immediately preceding the year
in which his death occurs or the year in which his disability occurred, as the
case may be.  Such death benefit shall be payable in equal monthly
installments beginning on the first day of the month following that in which
the death of the Employee occurs and continuing thereafter for a period
certain of 120 months; provided that the Beneficiary entitled thereto may
elect to have such benefit paid in any of the forms described in paragraph 8
in an amount which is the Actuarial Equivalent of the form of benefit
otherwise payable under this paragraph.

  If the Employee shall die after having become entitled to a benefit under
sub-paragraph (c) or (d) of paragraph 6 hereof but prior to attaining age 65,
a death benefit shall be paid to the Employee's beneficiary, in lieu of any
other benefit under this Agreement, which shall be the single sum Actuarial
Equivalent value as of the Employee's death of the benefit to which he would
have been entitled had he survived to age 65.  Such death benefit shall be
payable in a lump sum as soon as practicable after the Employee's death;
provided that the beneficiary entitled thereto may elect to have such death
benefit paid in any of the forms described in paragraph 8.

  10.  Anything in this Agreement to the contrary notwithstanding, if at any
time following termination of his employment with the Corporation the Employee
shall directly or indirectly compete with the Corporation (which shall be
deemed to include any subsidiary or affiliate of the Corporation), whether as
an individual proprietor or entrepreneur or as an officer, employee, partner,
stockholder, or in any capacity connected with any enterprise, in any business
in which the Corporation is engaged at the time of the termination of the
Employee's employment within any state or possession of the United States of
America or any foreign country within which business is then specifically
planned by the Corporation to be conducted, the Corporation may suspend the
payment of any benefits hereunder to the Employee until such competition shall
have ceased, and in the event such competition by the Employee shall not have
ceased to the satisfaction of the Corporation within 90 days after the
Corporation shall have given written notice to the Employee to cease the
conduct thereof, the Corporation may at any time thereafter terminate its
obligations under this Agreement.  For the purpose of the preceding sentence,
conducting business, doing business, or engaging in business shall be deemed
to embrace sales to customers or performance of services for customers who are
within a relevant geographical area, without any necessity of any presence of
the Corporation therein.  Nothing herein, however, shall prohibit the Employee
from acquiring or holding any issue of stock or securities of any company
which has any securities listed on a national exchange or quoted in the daily
listing of over-the-counter market securities, provided that at any one time
he and members of his immediate family do not own more than five percent (5%)
of the voting securities of any such company.

  11.  This Agreement is an unfunded plan maintained for the purpose of
providing deferred compensation for one of a select group of management or
highly compensated employees for purposes of Title I of the Employee
Retirement Income Security Act of 1974. 

  The Corporation will make all benefit payments hereunder solely on a current
disbursement basis out of the general assets of the Corporation, including
without limitation from assets held in any grantor trust established by the
Corporation for the purpose of making some or all of such payments.

  12.  This Agreement shall bind and run to the benefit of the successors and
assigns of the Corporation, including any corporation or other form of
business organization with which it may merge or consolidate or to which it
may transfer substantially all of its assets.

  13.  The rights of the Employee under this Agreement shall not be assigned,
hypothecated, or otherwise transferred in any manner.

  14.  This Agreement shall be governed by and construed in accordance with
the laws of the State of Connecticut.

  IN WITNESS WHEREOF, the Employee has hereunto signed his name and Crompton &
Knowles Corporation has caused this instrument to be executed in its name and
on its behalf by its duly authorized officer, as of the 18th day of October,
1995.

                                                Employee


                                                CROMPTON & KNOWLES CORPORATION
                                              

EX-10

                             AMENDED
                SUPPLEMENTAL RETIREMENT AGREEMENT

  AMENDMENT dated as of October 18, 1995 to the Amended Supplemental
Retirement Agreement dated as of October 20, 1993  (the "Amended Agreement")
by and between (the "Employee") and Crompton & Knowles Corporation, a
Massachusetts corporation (the "Corporation").

                           WITNESSETH:

  WHEREAS, the Employee and the Corporation wish to make certain changes in
the Amended Agreement and to restate the Amended Agreement, as further amended
hereby, in the form of this Amended Supplemental Retirement Agreement (the
"Agreement");

  NOW, THEREFORE, the Employee and the Corporation hereby agree that the
Amended Agreement  shall be further amended and restated in its entirety to
read as follows:

  1.  The Corporation has entered into this Agreement to induce the Employee
to continue in its employment, recognizing that in the case of a limited
number of key executive employees to whom similar contracts may be offered the
ordinary retirement benefits provided under the Corporation's retirement
system do not afford sufficient incentive in terms of economic security, when
compared with retirement arrangements available from other prospective
employers who have been, are, or may be competing for their services.  Nothing
herein shall be deemed a contract of employment for any minimum fixed term, or
shall restrict the freedom of the Corporation or the Employee to terminate the
employment relationship between them at any time.

  2.  All references herein to the Corporation shall be deemed to include any
subsidiary, which shall be defined as meaning any corporation of which this
Corporation owns all of the voting stock..

  3.  For the purposes of this Agreement, the following terms shall have the
following meanings:

      (a)  "Normal Retirement Date" shall mean the first day of the month on 
or next after the Employee's sixty-fifth (65th) birthday.

      (b)  "Compensation" shall mean all of Employee's cash compensation for a 
calendar year, including salary, any amount contributed by the Employee to a 
cash or deferred plan under Section 401(k) of the Internal Revenue Code of 
1986, as amended, and any incentive compensation award or bonus with respect 
to such year (even if paid in a subsequent year), but excluding any  incentive
compensation award or bonus paid during such year with respect to a prior year
and extraordinary earnings such as insurance costs or gains on exercise of
stock options.

      (c)  "Actuarial Equivalent" shall mean an amount of equivalent value 
computed on the basis of the actuarial assumptions used from time to time by 
the actuarial consultants employed by the Corporation in connection with its 
employee benefit plans, but using an interest assumption which is not less 
than the Pension Benefit Guaranty Corporation interest assumption in effect 
at the beginning of the month as of which the computation is made.

      (d)"Company Plan Benefit" shall mean the amount of benefit payable to or 
for the account of the Employee from the Corporation's Individual Account 
Retirement Plan (or from any other retirement plan sponsored by the 
Corporation which may hereafter be adopted in lieu of or in addition to said 
Individual Account Retirement Plan) which is attributable to contributions 
made by the Corporation, calculated in the form of a straight life annuity
(regardless of the form in which such benefit may actually be payable).

      (e)  "Cause" shall mean (i) the Employee's willful and continued failure 
to substantially perform assigned duties with the Corporation (other than any
such failure resulting from incapacity due to physical or mental illness or
any such actual or anticipated failure resulting from termination for Good
Reason), after a demand for substantial performance is delivered to the
Employee by the Board of Directors of the Corporation, specifically
identifying the manner in which the Board believes that the duties have not 
been substantially performed, or (ii) the Employee's willful conduct which  is
demonstrably and materially injurious to the Corporation.  For purposes of
this sub-paragraph (e), no act, or failure to act, shall be considered
"willful" unless done, or omitted to be done, not in good faith and without 
reasonable belief that such action or omission was in the best interest of 
the Corporation.

      (f)  "Good Reason" shall mean (i) the assignment to the Employee of any 
duties inconsistent in any respect with the Employee's position (including 
status, offices, titles, and reporting requirements), authority, duties, or 
responsibilities as contemplated by any Employment Agreement between the 
Employee and the Corporation, or any other action by the Corporation which 
results in a diminishment in such position, authority, duties, or 
responsibilities, other than an insubstantial and inadvertent action which is
remedied by the Corporation promptly after receipt of notice thereof given by
the Employee; (ii) any failure by the Corporation to comply with any of the
provisions of any Employment Agreement between the Employee and the
Corporation, other than an insubstantial and inadvertent failure which is
remedied by the Corporation promptly after receipt of notice thereof given by
the Employee; (iii) any change not concurred in by the Employee in the
location of the office at which the Employee is principally based, except for
travel reasonably required in the performance of the Employee's 
responsibilities and substantially consistent with prior business travel
obligations of the Employee; or (iv) any purported termination by the 
Corporation of the Employee's employment otherwise than as permitted by any 
Employment Agreement between the Employee and the Corporation.

      (g)  "Change in Control" shall mean a change in control of the      
Corporation of a nature that would be required to be reported in response to   
Item 1(a) of the Current Report on Form 8-K, as in effect on January 1,      
1988, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   
(the "Exchange Act"); provided that, without limitation, such a "Change in     
Control" shall be deemed to have occurred if: (i) a third person, including    
a "group" as such term is used in Section 13(d)(3) of the Exchange Act,      
other than the trustee of any employee benefit plan of the Corporation,      
becomes the beneficial owner, directly or indirectly, of 20% or more of the    
combined voting power of the Corporation's outstanding voting securities      
ordinarily having the right to vote for the election of directors of the      
Corporation; (ii) during any period of 14 consecutive months individuals      
who, at the beginning of such consecutive 24-month period, constitute the      
Board of Directors of the Corporation (the "Board" generally and, as of the    
date of this Agreement, the "Incumbent Board") cease for any reason (other     
than retirement upon reaching normal retirement age, disability, or death)     
to constitute at least a majority of the Board; provided that any person      
becoming a director subsequent to the date hereof whose election, or      
nomination for election by the Corporation's shareholders, was approved by a   
vote of at least three quarters of the directors comprising the Incumbent      
Board (other than an election or nomination of an individual whose initial     
assumption of office is in connection with an actual or threatened election    
contest relating to the election of the Directors of the Corporation, as      
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the     
Exchange Act) shall be, for purposes of this Agreement, considered as though   
such person were a member of the Incumbent Board; or (iii) the Corporation     
shall cease to be a publicly owned corporation having its outstanding Common   
Stock listed on the New York Stock Exchange or quoted in the NASDAQ National   
Market System.

      (h)  "Projected Compensation" shall mean (i) for any calendar year      
throughout which the Employee is employed by the Corporation, his      
Compensation (as defined in paragraph 3(b) hereof) for such year, and (ii)     
for any calendar year during or after which his employment has been      
terminated, the compensation the Employee would have received for such year    
if he had received (A) salary at a rate determined by projecting his annual    
rate of salary at the end of the last full calendar year of his employment     
forward at a rate equal to 5% in excess of the annual percentage change in     
the Consumer Price Index as published by the U.S. Bureau of Labor Statistics   
for such year and (B) a bonus equal to 40% of his salary as thus projected.

  4.  If, prior to his Normal Retirement Date, the Employee shall voluntarily
terminate his employment with the Corporation (except as hereinafter provided)
or his employment shall be terminated by the Corporation for Cause, he shall
thereby forfeit all rights and benefits under this Agreement.  If the
employment of the Employee shall be terminated on or after his Normal
Retirement Date, or if, prior to that date but after the conditions of
paragraph 2 hereof have been satisfied, the Employee shall voluntarily
terminate his employment with the approval of the Corporation (as evidenced by
vote of its Board of Directors or the Committee thereof authorized to
administer this Agreement) or his employment shall be terminated by the
Corporation without Cause, this Agreement shall continue in full force and
effect, and the Employee shall become entitled to the rights and benefits
hereinafter set forth upon the occurrence of the events respectively giving
rise thereto.

  5.  If the Employee shall remain in employment by the Corporation until and
shall reach his Normal Retirement Date, he shall be entitled to receive a
supplemental retirement benefit under this Agreement which shall be at an
annual rate equal to the amount by which

      (a)  fifty  percent (50%) of the Employee's average annual Compensation 
during those five (5) calendar years in which such Compensation was highest 
during the ten (10) calendar years immediately preceding his Normal 
Retirement Date

exceeds

      (b)  the annual amount of the Company Plan Benefit payable to the 
Employee, determined as of his Normal Retirement Date.

Such supplemental retirement benefit shall commence on the Employee's actual
retirement date and shall be payable in one of the benefit payment forms
described in paragraph 8, as the Employee shall elect.

  6.  If the Employee's employment by the Corporation shall be terminated
(other than by reason of his death or disability) prior to his Normal
Retirement Date under circumstances not resulting in his forfeiture of
benefits and rights under paragraph 4 of this Agreement, he shall be entitled
to receive a reduced supplemental retirement benefit under this Agreement
which shall be at an annual rate computed as follows:

      (a)  There shall first be determined the amount which is equal to fifty  
percent (50%) of the Employee's average annual Compensation during those five
(5) calendar years in which such Compensation was highest during the ten (10)
calendar years immediately preceding the year in which the termination of his
employment occurs.

      (b)  The amount thus determined shall be multiplied by a fraction in
which the numerator shall be the number of full years of continuous service 
the Employee shall have completed between the effective date of this 
Agreement and the termination of his employment and the denominator shall be 
the number of full years of continuous service he would have completed 
between the effective date of this Agreement and his Normal Retirement Date 
had he remained in the continuous service of the Corporation until his Normal
Retirement Date.

      (c)  There shall then be subtracted from the amount thus determined the 
annual amount of the Company Plan Benefit payable to the Employee, determined
as of the date of the termination of his employment.

Such reduced supplemental retirement benefit shall commence on the first day
of the month following the Employee's termination of employment and shall be
payable in one of the benefit payment forms described in paragraph 8, as the
Employee shall elect.

  Anything in this paragraph or paragraph 4 to the contrary notwithstanding,
if, prior to his Normal Retirement Date but after a Change in Control of the
Corporation shall have occurred, the Corporation shall terminate the
Employee's employment other than for Cause, disability, or death or the
employment of the Employee shall be terminated voluntarily by the Employee for
Good Reason, he shall be entitled to elect to receive a supplemental
retirement benefit under this Agreement, whether or not the Employee shall
have then satisfied the conditions of paragraph 2 hereof, in lieu of any
benefit he is entitled to receive under sub-paragraphs (a)-(c), inclusive, of
this paragraph 6, which shall be at an annual rate computed as follows:

      (d)  If the Employee has not attained the age of 55 on the date his
termination of employment occurs, his benefit shall be equal to the amount by
which

           (i) fifty percent (50%) of the Employee's average annual Projected  
      Compensation during those five (5) calendar years in which such          
      Projected Compensation is highest during the ten (10) calendar years     
      immediately preceding the year in which he would have attained age 55

      exceeds

           (ii)  the annual amount of the Company Plan Benefit payable to the  
      Employee, determined as of the date of the termination of his            
      employment.

      (e)  If the employee has attained age 55 on the date his termination of 
employment occurs, his benefit shall be equal to the amount determined under 
sub-paragraphs (a) and (c) of this paragraph without the application of 
sub-paragraph (b) hereof.

Such supplemental retirement benefit under sub-paragraph (d) or (e) hereof
shall commence on the first day of the month following the month in which the
Employee attains age 65 and shall be payable in one of the benefit payment
forms described in paragraph 8, as the Employee shall elect.

  7.  If the Employee becomes qualified for benefits under any long term
disability plan sponsored by the Corporation as a result of total disability
while in the employment of the Corporation and after the conditions of
paragraph 2 hereof have been satisfied, but prior to his Normal Retirement
Date, he shall become entitled to a disability benefit hereunder which shall
be at an annual rate computed as follows:

      (a)  There shall first be determined the amount which is equal to fifty
percent (50%) of the Employee's average annual Compensation during those five
(5) calendar years in which such Compensation was highest during the Ten (10)
calendar years preceding the year in which his disability occurs.

      (b)  The amount thus determined shall be multiplied by a fraction in 
which the numerator shall be the number of full years of continuous service 
the Employee shall have completed between the effective date of this 
Agreement and the date his employment terminates on account of disability and
the denominator shall be the number of full years of continuous service he
would have completed between the effective date of this Agreement and his 
Normal Retirement Date had he remained in the continuous service of the 
Corporation until his Normal Retirement Date.

      (c)  There shall then be subtracted from the amount thus determined the 
annual amount of the Company Plan Benefit payable to the Employee, determined
as of the date his disability benefit hereunder is to commence.

Such disability benefit shall commence on the date the benefits payable to the
Employee under such long term disability plan sponsored by the Corporation
cease, if the Employee is then living, and shall be payable in one of the
benefit payment forms described in paragraph 8, as the Employee shall elect.

  8.  The normal form in which the benefit payable under paragraphs 5, 6, or 7
of this Agreement shall be paid shall be a monthly benefit payable for life
and without refund.  In lieu of such normal benefit payment form, the Employee
may elect to receive his benefit hereunder in the form of a monthly benefit
payable for life with a period certain of up to 180 months, in the form of a
monthly benefit payable for a period certain, or in the form of a monthly
benefit payable for life with continuation of such payments (or a specified
percentage thereof) to such beneficiary as the Employee may designate for the
life of such beneficiary.  The amount of benefit payable under each such
alternative benefit payment form shall be the Actuarial Equivalent of the
benefit payable in the normal form to which the Employee would otherwise be
entitled hereunder.  Any election of an alternative benefit payment form shall
be made in writing and may be changed or rescinded by the Employee at any time
prior to the date on which benefit payments are to commence.  The Employee
shall have the right to designate in writing the beneficiary or beneficiaries
to receive the benefit, if any, which is payable under any benefit payment
form after the Employee's death and may change his designation of beneficiary
from time to time, at any time prior to the date on which benefit payments are
to commence. If there shall be no beneficiary designated and surviving at the
Employee's death, the estate of the Employee shall be the beneficiary. 
Whenever any benefits hereunder become payable to the beneficiary of the
Employee, the Corporation may, in its discretion, authorize payment of such
benefits to the beneficiary in a single lump sum which is the Actuarial
Equivalent of such benefits.  

  Anything in this paragraph 8 to the contrary notwithstanding, at any time
after the date on which benefit payments commence, the Employee may elect to
receive his benefits hereunder in a single lump sum in an amount which is
equal to 90% of the Actuarial Equivalent of the benefit payable in the normal
form to which the Employee is otherwise entitled hereunder on the date as of
which such election is made.

  9.  If the Employee shall die while currently receiving a benefit under the
provisions of paragraphs 5, 6, or 7 of this Agreement and the Employee shall
have elected a benefit payment form other than a monthly benefit payable for
life with no period certain, any benefits payable after his death shall be
paid to his beneficiary in accordance with the provisions of the benefit
payment form elected by the Employee.  If the Employee shall die after having
reached his Normal Retirement Date but prior to his actual retirement date and
the Employee shall have elected a benefit payment form other than a monthly
benefit payable for life with no period certain, benefits shall be paid to his
beneficiary as if the Employee had commenced to receive benefits hereunder on
the first day of the month in which his death occurred.  If the Employee shall
die after the condition of paragraph 2 has been satisfied and while in the
active employ of the Corporation but prior to his Normal Retirement Date, or
if the Employee shall die after having become entitled to receive a disability
benefit under paragraph 7 but prior to his Normal Retirement Date, a death
benefit shall be paid to the Employee's beneficiary, in lieu of any other
benefit under this Agreement, which shall be at an annual rate equal to twenty
percent (20%) of the Employee's average annual Compensation during those five
(5) calendar years in which such Compensation was highest during the ten (10)
calendar years immediately preceding the year in which his death occurs or the
year in which his disability occurred, as the case may be.  Such death
benefit, which shall be in addition to any Company Plan Benefit or benefits
under any group life insurance plan sponsored by the Corporation which is
payable on account of the Employee's death, shall be payable in equal monthly
installments beginning on the first day of the month following that in which
the death of the Employee occurs and continuing thereafter for a period
certain of 120 months; provided that the Beneficiary entitled thereto may
elect to have such benefit paid in any of the forms described in paragraph 8
in an amount which is the Actuarial Equivalent of the form of benefit
otherwise payable under this paragraph.

  If the Employee shall die after having become entitled to a benefit under
sub-paragraph (d) or (e) of paragraph 6 hereof but prior to attaining age 65,
a death benefit shall be paid to the Employee's beneficiary, in lieu of any
other benefit under this Agreement, which shall be the single sum Actuarial
Equivalent value as of the Employee's death of the benefit to which he would
have been entitled had he survived to age 65.  Such death benefit shall be
payable in a lump sum as soon as practicable after the Employee's death;
provided that the beneficiary entitled thereto may elect to have such death
benefit paid in any of the forms described in paragraph 8.  

  10.  Anything in this Agreement to the contrary notwithstanding, if at any
time following termination of his employment with the Corporation the Employee
shall directly or indirectly compete with the Corporation (which shall be
deemed to include any subsidiary or affiliate of the Corporation), whether as
an individual proprietor or entrepreneur or as an officer, employee, partner,
stockholder, or in any capacity connected with any enterprise, in any business
in which the Corporation is engaged at the time of the termination of the
Employee's employment within any state or possession of the United States of
America or any foreign country within which business is then specifically
planned by the Corporation to be conducted, the Corporation may suspend the
payment of any benefits hereunder to the Employee until such competition shall
have ceased, and in the event such competition by the Employee shall not have
ceased to the satisfaction of the Corporation within 90 days after the
Corporation shall have given written notice to the Employee to cease the
conduct thereof, the Corporation may at any time thereafter terminate its
obligations under this Agreement.  For the purpose of the preceding sentence,
conducting business, doing business, or engaging in business shall be deemed
to embrace sales to customers or performance of services for customers who are
within a relevant geographical area, without any necessity of any presence of
the Corporation therein.  Nothing herein, however, shall prohibit the Employee
from acquiring or holding any issue of stock or securities of any company
which has any securities listed on a national exchange or quoted in the daily
listing of over-the-counter market securities, provided that at any one time
he and members of his immediate family do not own more than five percent (5%)
of the voting securities of any such company.

  11.  This Agreement is an unfunded plan maintained for the purpose of
providing deferred compensation for one of a select group of management or
highly compensated employees for purposes of Title I of the Employee
Retirement Income Security Act of 1974.  The Corporation will make all benefit
payments hereunder solely on a current disbursement basis out of the general
assets of the Corporation, including without limitation from assets held in
any grantor trust established by the Corporation for the purpose of making
some or all of such payments.

  12.  This Agreement shall bind and run to the benefit of the successors and
assigns of the Corporation, including any corporation or other form of
business organization with which it may merge or consolidate or to which it
may transfer substantially all of its assets.

  13.  The rights of the Employee under this Agreement shall not be assigned,
hypothecated, or otherwise transferred in any manner.

  14.  This Agreement shall be governed by and construed in accordance with
the laws of the State of Connecticut.

  IN WITNESS WHEREOF, the Employee has hereunto signed his name and Crompton &
Knowles Corporation has caused this instrument to be executed in its name and
on its behalf by its duly authorized officer, as of the 18h day of October,
1995.

                                          Employee

                                          CROMPTON & KNOWLES CORPORATION

                                          By:

EX-10

                SUPPLEMENTAL RETIREMENT AGREEMENT

  AGREEMENT  dated as of October 18, 1995 (the "Agreement") by and between 
(the "Employee") and Crompton & Knowles  Corporation, a Massachusetts
corporation (the "Corporation.")

                           WITNESSETH:

  WHEREAS, the Corporation wishes to induce the Employee to continue in its
employment, recognizing that in the case of a limited number of key executive
employees to whom similar contracts may be offered the ordinary retirement
benefits provided under the Corporation's retirement system do not afford
sufficient incentive in terms of economic security, when compared with
retirement arrangements available from other prospective employers who have
been, are, or may be competing for their services;

  NOW, THEREFORE, the Employee and the Corporation hereby agree as follows:

  1. Nothing herein shall be deemed a contract of employment for any minimum
fixed term, or shall restrict the freedom of the Corporation or the Employee
to terminate the employment relationship between them at any time.

  2.  It is expressly agreed that the Employee  shall be entitled to no
benefits by reason of this Agreement unless and until he shall have completed
five (5) years of continuous employment by the Corporation from the effective
date of this Agreement.   All references herein to the Corporation shall be
deemed to include any subsidiary, which shall be defined as meaning any
corporation of which this Corporation owns all of the voting stock.

  3.  For the purposes of this Agreement, the following terms shall have the
following meanings:

       (a)  "Normal Retirement Date" shall mean the first day of the month on
or  next after the Employee's sixty-fifth (65th) birthday.

       (b)  "Compensation" shall mean all of Employee's cash compensation for
a calendar year, including salary, any amount contributed by the Employee to a 
cash or deferred plan under Section 401(k) of the Internal Revenue Code of   
1986, as amended, and any incentive compensation award or bonus with respect   
to such year (even if paid in a subsequent year), but excluding any incentive  
compensation award or bonus paid during such year with respect to a prior year 
and extraordinary earnings such as insurance costs or gains on exercise of     
stock options.

       (c)"Actuarial Equivalent" shall mean an amount of equivalent value
computed on the basis of the actuarial assumptions used from time to time by
the actuarial consultants employed by the Corporation in connection with its
employee benefit plans, but using an interest assumption which is not less
than the Pension Benefit Guaranty Corporation interest assumption in effect at
the beginning of the month as of which the computation is made.

       (d)  "Company Plan Benefit" shall mean the amount of benefit payable to
or for the account of the Employee from the Corporation's Individual Account
Retirement Plan (or from any other retirement plan sponsored by the
Corporation which may hereafter be adopted in lieu of or in addition to said
Individual Account Retirement Plan) which is attributable to contributions
made by the Corporation, calculated in the form of a straight life annuity
(regardless of the form in which such benefit may actually be payable).

       (e)  "Cause" shall mean (i) the Employee's willful and continued
failure to substantially perform assigned duties with the Corporation (other
than any such failure resulting from incapacity due to physical or mental
illness or any such actual or anticipated failure resulting from termination
for Good Reason), after a demand for substantial performance is delivered to
the Employee by the Board of Directors of the Corporation, specifically
identifying the manner in which the Board believes that the duties have not
been substantially performed, or (ii) the Employee's willful conduct which is
demonstrably and materially injurious to the Corporation.  For purposes of
this sub-paragraph (e), no act, or failure to act, shall be considered
"willful" unless done, or omitted to be done, not in good faith and without
reasonable belief that such action or omission was in the best interest of the
Corporation.

       (f)  "Good Reason" shall mean (i) the assignment to the Employee of any
duties inconsistent in any respect with the Employee's position (including
status, offices, titles, and reporting requirements), authority, duties, or
responsibilities as contemplated by any Employment Agreement between the
Employee and the Corporation, or any other action by the Corporation which
results in a diminishment in such position, authority, duties, or
responsibilities, other than an insubstantial and inadvertent action which is
remedied by the Corporation promptly after receipt of notice thereof given by
the Employee; (ii) any failure by the Corporation to comply with any of the
provisions of any Employment Agreement between the Employee and the
Corporation, other than an insubstantial and inadvertent failure which is
remedied by the Corporation promptly after receipt of notice thereof given by
the Employee; (iii) any change not concurred in by the Employee in the
location of the office at which the Employee is principally based, except for
travel reasonably required in the performance of the Employee's
responsibilities and substantially consistent with prior business travel
obligations of the Employee; or (iv) any purported termination by the
Corporation of the Employee's employment otherwise than as permitted by any
Employment Agreement between the Employee and the Corporation.

       (g)  "Change in Control" shall mean a change in control of the
Corporation of a nature that would be required to be reported in response to
Item 1(a) of the Current Report on Form 8-K, as in effect on January 1, 1988,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"); provided that, without limitation, such a "Change in Control"
shall be deemed to have occurred if: (i) a third person, including a "group"
as such term is used in Section 13(d)(3) of the Exchange Act, other than the
trustee of any employee benefit plan of the Corporation, becomes the
beneficial owner, directly or indirectly, of 20% or more of the combined
voting power of the Corporation's outstanding voting securities ordinarily
having the right to vote for the election of directors of the Corporation;
(ii) during any period of 14 consecutive months individuals who, at the
beginning of such consecutive 24-month period, constitute the Board of
Directors of the Corporation (the "Board" generally and, as of the date of
this Agreement, the "Incumbent Board") cease for any reason (other than
retirement upon reaching normal retirement age, disability, or death) to
constitute at least a majority of the Board; provided that any person becoming
a director subsequent to the date hereof whose election, or nomination for
election by the Corporation's shareholders, was approved by a vote of at least
three quarters of the directors comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of office is
in connection with an actual or threatened election contest relating to the
election of the Directors of the Corporation, as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for
purposes of this Agreement, considered as though such person were a member of
the Incumbent Board; or (iii) the Corporation shall cease to be a publicly
owned corporation having its outstanding Common Stock listed on the New York
Stock Exchange or quoted in the NASDAQ National Market System.

       (h)  "Projected Compensation" shall mean (i) for any calendar year
throughout which the Employee is employed by the Corporation, his Compensation
(as defined in paragraph 3(b) hereof) for such year, and (ii) for any calendar
year during or after which his employment has been terminated, the
compensation the Employee would have received for such year if he had received
(A) salary at a rate determined by projecting his annual rate of salary at the
end of the last full calendar year of his employment forward at a rate equal
to 5% in excess of the annual percentage change in the Consumer Price Index as
published by the U.S. Bureau of Labor Statistics for such year and (B) a bonus
equal to 40% of his salary as thus projected.

  4.  If, prior to his Normal Retirement Date, the Employee shall voluntarily
terminate his employment with the Corporation (except as hereinafter provided)
or his employment shall be terminated by the Corporation for Cause, he shall
thereby forfeit all rights and benefits under this Agreement.  If the
employment of the Employee shall be terminated on or after his Normal
Retirement Date, or if, prior to that date but after the conditions of
paragraph 2 hereof have been satisfied, the Employee shall voluntarily
terminate his employment with the approval of the Corporation (as evidenced by
vote of its Board of Directors or the Committee thereof authorized to
administer this Agreement) or his employment shall be terminated by the
Corporation without Cause, this Agreement shall continue in full force and
effect, and the Employee shall become entitled to the rights and benefits
hereinafter set forth upon the occurrence of the events respectively giving
rise thereto.

  5.  If the Employee shall remain in employment by the Corporation until and
shall reach his Normal Retirement Date, he shall be entitled to receive a
supplemental retirement benefit under this Agreement which shall be at an
annual rate equal to the amount by which

  (a)  thirty-five percent (35%) of the Employee's average annual Compensation
during those five (5) calendar years in which such Compensation was highest
during the ten (10) calendar years immediately preceding his Normal Retirement
Date

exceeds

  (b)  the annual amount of the Company Plan Benefit payable to the Employee,
determined as of his Normal Retirement Date.

Such supplemental retirement benefit shall commence on the Employee's actual
retirement date and shall be payable in one of the benefit payment forms
described in paragraph 8, as the Employee shall elect.

  6.  If the Employee's employment by the Corporation shall be terminated
(other than by reason of his death or disability) prior to his Normal
Retirement Date under circumstances not resulting in his forfeiture of
benefits and rights under paragraph 4 of this Agreement, he shall be entitled
to receive a reduced supplemental retirement benefit under this Agreement
which shall be at an annual rate computed as follows:

  (a)  There shall first be determined the amount which is equal to thirty-five
percent (35%) of the Employee's average annual Compensation during those
five (5) calendar years in which such Compensation was highest during the ten
(10) calendar years immediately preceding the year in which the termination of
his employment occurs.

  (b)  The amount thus determined shall be multiplied by a fraction in which
the numerator shall be the number of full years of continuous service the
Employee shall have completed between the effective date of this Agreement and
the termination of his employment and the denominator shall be the number of
full years of continuous service he would have completed between the effective
date of this Agreement and his Normal Retirement Date had he remained in the
continuous service of the Corporation until his Normal Retirement Date.

  (c)  There shall then be subtracted from the amount thus determined the
annual amount of the Company Plan Benefit payable to the Employee, determined
as of the date of the termination of his employment.

Such reduced supplemental retirement benefit shall commence on the first day
of the month following the Employee's termination of employment and shall be
payable in one of the benefit payment forms described in paragraph 8, as the
Employee shall elect.

  Anything in this paragraph or paragraph 4 to the contrary notwithstanding,
if, prior to his Normal Retirement Date but after a Change in Control of the
Corporation shall have occurred, the Corporation shall terminate the
Employee's employment other than for Cause, disability, or death or the
employment of the Employee shall be terminated voluntarily by the Employee for
Good Reason, he shall be entitled to elect to receive a supplemental
retirement benefit under this Agreement, whether or not the Employee shall
have then satisfied the conditions of paragraph 2 hereof, in lieu of any
benefit he is entitled to receive under sub-paragraphs (a)-(c), inclusive, of
this paragraph 6, which shall be at an annual rate computed as follows:

  (d)  If the Employee has not attained the age of 55 on the date his
termination of employment occurs, his benefit shall be equal to the amount by
which

       (i)  thirty-five percent (35%) of the Employee's average annual
Projected Compensation during those five (5) calendar years in which such
Projected Compensation is highest during the ten (10) calendar years
immediately preceding the year in which he would have attained age 55

exceeds

       (ii)  the annual amount of the Company Plan Benefit payable to the
Employee, determined as of the date of the termination of his employment.

  (e)  If the employee has attained age 55 on the date his termination of
employment occurs, his benefit shall be equal to the amount determined under
sub-paragraphs (a) and (c) of this paragraph without the application of
sub-paragraph (b) hereof.

Such supplemental retirement benefit under sub-paragraph (d) or (e) hereof
shall commence on the first day of the month following the month in which the
Employee attains age 65 and shall be payable in one of the benefit payment
forms described in paragraph 8, as the Employee shall elect.

  7.  If the Employee becomes qualified for benefits under any long term
disability plan sponsored by the Corporation as a result of total disability
while in the employment of the Corporation and after the conditions of
paragraph 2 hereof have been satisfied, but prior to his Normal Retirement
Date, he shall become entitled to a disability benefit hereunder which shall
be at an annual rate computed as follows:

      (a)  There shall first be determined the amount which is equal to
thirty-five percent (35%) of the Employee's average annual Compensation during
those five (5) calendar years in which such Compensation was highest during
the ten (10) calendar years preceding the year in which his disability occurs.

      (b)  The amount thus determined shall be multiplied by a fraction in
which the numerator shall be the number of full years of continuous service
the Employee shall have completed between the effective date of this Agreement
and the date his employment terminates on account of disability and the
denominator shall be the number of full years of continuous service he would
have completed between the effective date of this Agreement and his Normal
Retirement Date had he remained in the continuous service of the Corporation
until his Normal Retirement Date.

      (c)  There shall then be subtracted from the amount thus determined the
annual amount of the Company Plan Benefit payable to the Employee, determined
as of the date his disability benefit hereunder is to commence.

Such disability benefit shall commence on the date the benefits payable to the
Employee under such long term disability plan sponsored by the Corporation
cease, if the Employee is then living, and shall be payable in one of the
benefit payment forms described in paragraph 8, as the Employee shall elect.

  8.  The normal form in which the benefit payable under paragraphs 5, 6, or 7
of this Agreement shall be paid shall be a monthly benefit payable for life
and without refund.  In lieu of such normal benefit payment form, the Employee
may elect to receive his benefit hereunder in the form of a monthly benefit
payable for life with a period certain of up to 180 months, in the form of a
monthly benefit payable for a period certain, or in the form of a monthly
benefit payable for life with continuation of such payments (or a specified
percentage thereof) to such beneficiary as the Employee may designate for the
life of such beneficiary.  The amount of benefit payable under each such
alternative benefit payment form shall be the Actuarial Equivalent of the
benefit payable in the normal form to which the Employee would otherwise be
entitled hereunder.  Any election of an alternative benefit payment form shall
be made in writing and may be changed or rescinded by the Employee at any time
prior to the date on which benefit payments are to commence.  The Employee
shall have the right to designate in writing the beneficiary or beneficiaries
to receive the benefit, if any, which is payable under any benefit payment
form after the Employee's death and may change his designation of beneficiary
from time to time, at any time prior to the date on which benefit payments are
to commence. If there shall be no beneficiary designated and surviving at the
Employee's death, the estate of the Employee shall be the beneficiary. 
Whenever any benefits hereunder become payable to the beneficiary of the
Employee, the Corporation may, in its discretion, authorize payment of such
benefits to the beneficiary in a single lump sum which is the Actuarial
Equivalent of such benefits.  

  Anything in this paragraph 8 to the contrary notwithstanding, at any time
after the date on which benefit payments commence, the Employee may elect to
receive his benefits hereunder in a single lump sum in an amount which is
equal to 90% of the Actuarial Equivalent of the benefit payable in the normal
form to which the Employee is otherwise entitled hereunder on the date as of
which such election is made.

  9.  If the Employee shall die while currently receiving a benefit under the
provisions of paragraphs 5, 6, or 7 of this Agreement and the Employee shall
have elected a benefit payment form other than a monthly benefit payable for
life with no period certain, any benefits payable after his death shall be
paid to his beneficiary in accordance with the provisions of the benefit
payment form elected by the Employee.  If the Employee shall die after having
reached his Normal Retirement Date but prior to his actual retirement date and
the Employee shall have elected a benefit payment form other than a monthly
benefit payable for life with no period certain, benefits shall be paid to his
beneficiary as if the Employee had commenced to receive benefits hereunder on
the first day of the month in which his death occurred.  If the Employee shall
die after the condition of paragraph 2 has been satisfied and while in the
active employ of the Corporation but prior to his Normal Retirement Date, or
if the Employee shall die after having become entitled to receive a disability
benefit under paragraph 7 but prior to his Normal Retirement Date, a death
benefit shall be paid to the Employee's beneficiary, in lieu of any other
benefit under this Agreement, which shall be at an annual rate equal to twenty
percent (20%) of the Employee's average annual Compensation during those five
(5) calendar years in which such Compensation was highest during the ten (10)
calendar years immediately preceding the year in which his death occurs or the
year in which his disability occurred, as the case may be.  Such death
benefit, which shall be in addition to any Company Plan Benefit or benefits
under any group life insurance plan sponsored by the Corporation which is
payable on account of the Employee's death, shall be payable in equal monthly
installments beginning on the first day of the month following that in which
the death of the Employee occurs and continuing thereafter for a period
certain of 120 months; provided that the Beneficiary entitled thereto may
elect to have such benefit paid in any of the forms described in paragraph 8
in an amount which is the Actuarial Equivalent of the form of benefit
otherwise payable under this paragraph.

  If the Employee shall die after having become entitled to a benefit under
sub-paragraph (d) or (e) of paragraph 6 hereof but prior to attaining age 65,
a death benefit shall be paid to the Employee's beneficiary, in lieu of any
other benefit under this Agreement, which shall be the single sum Actuarial
Equivalent value as of the Employee's death of the benefit to which he would
have been entitled had he survived to age 65.  Such death benefit shall be
payable in a lump sum as soon as practicable after the Employee's death;
provided that the beneficiary entitled thereto may elect to have such death
benefit paid in any of the forms described in paragraph 8.  

  10.  Anything in this Agreement to the contrary notwithstanding, if at any
time following termination of his employment with the Corporation the Employee
shall directly or indirectly compete with the Corporation (which shall be
deemed to include any subsidiary or affiliate of the Corporation), whether as
an individual proprietor or entrepreneur or as an officer, employee, partner,
stockholder, or in any capacity connected with any enterprise, in any business
in which the Corporation is engaged at the time of the termination of the
Employee's employment within any state or possession of the United States of
America or any foreign country within which business is then specifically
planned by the Corporation to be conducted, the Corporation may suspend the
payment of any benefits hereunder to the Employee until such competition shall
have ceased, and in the event such competition by the Employee shall not have
ceased to the satisfaction of the Corporation within 90 days after the
Corporation shall have given written notice to the Employee to cease the
conduct thereof, the Corporation may at any time thereafter terminate its
obligations under this Agreement.  For the purpose of the preceding sentence,
conducting business, doing business, or engaging in business shall be deemed
to embrace sales to customers or performance of services for customers who are
within a relevant geographical area, without any necessity of any presence of
the Corporation therein.  Nothing herein, however, shall prohibit the Employee
from acquiring or holding any issue of stock or securities of any company
which has any securities listed on a national exchange or quoted in the daily
listing of over-the-counter market securities, provided that at any one time
he and members of his immediate family do not own more than five percent (5%)
of the voting securities of any such company.

  11.  This Agreement is an unfunded plan maintained for the purpose of
providing deferred compensation for one of a select group of management or
highly compensated employees for purposes of Title I of the Employee
Retirement Income Security Act of 1974.   The Corporation will make all
benefit payments hereunder solely on a current disbursement basis out of the
general assets of the Corporation, including without limitation from assets
held in any grantor trust established by the Corporation for the purpose of
making some or all of such payments.

  12.  This Agreement shall bind and run to the benefit of the successors and
assigns of the Corporation, including any corporation or other form of
business organization with which it may merge or consolidate or to which it
may transfer substantially all of its assets.

  13.  The rights of the Employee under this Agreement shall not be assigned,
hypothecated, or otherwise transferred in any manner.

  14. This Agreement shall be governed by and construed in accordance with the
laws of the State of Connecticut.

  IN WITNESS WHEREOF, the Employee has hereunto signed his name and Crompton &
Knowles Corporation has caused this instrument to be executed in its name and
on its behalf by its duly authorized officer, as of the 18th day of October,
1995.

                                                Employee

                                                CROMPTON & KNOWLES CORPORATION


                                                 By:   

EX-10

                  CROMPTON & KNOWLES CORPORATION

       1993 Stock Option Plan for Non - Employee Directors


1.  Purpose
         
    The purpose of this 1993 Stock Option Plan for Non - Employee Directors
(the "Plan") of Crompton & Knowles Corporation (the "Company") is to attract
and retain highly qualified non-employee directors of the Company and to
encourage non-employee directors to own shares of the Company's Common Stock,
$.10 par value ("Common Stock").
         
2.  Participation
         
    All directors of the Company who are not employees of the Company or any
subsidiary of the Company shall be eligible to participate in the Plan.
         
3.  Administration
         
    (a)  Grants.  Grants of stock options under the Plan shall be automatic as
provided in Section 6.

    (b)  Committee.  A committee (the "Committee"), which shall be the
Committee on Executive Compensation of the Board or such other committee
composed of three or more directors or other persons appointed for such
purpose by the Board, shall administer the Plan.  If at any time no committee
designated to administer the Plan shall be in office, the functions of the
Committee shall be exercised by the Board.

    (c)  Rules; Committee Action.  The Committee shall have the authority to
adopt, alter and repeal such administrative rules, guidelines, and practices
governing the Plan as it shall from time to time deem advisable and to
interpret the terms and provisions of the Plan and any award issued under the
Plan (and any agreement relating thereto).  The Committee may act only by a
majority of its members  then in office, except that the members thereof may
authorize any one or more of their number or any officer of the Company to
execute and deliver documents on behalf of the Committee.
         
4.  Stock Available for Options
         
    (a)  Shares Available.  Subject to adjustment under subsection (b),
options may be granted under the Plan in respect of a maximum of 100,000
shares of Common Stock.  Shares subject to an option that expires or
terminates unexercised shall again be available for options hereunder to the
extent of such expiration or termination.  Shares issued under the Plan may
consist in whole or in part of authorized but unissued shares or treasury
shares.

    (b)  Adjustment.  In the event of any stock dividend, extraordinary cash
dividend, creation of a class of equity securities, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination,
exchange of shares, issuance of warrants or activation of rights to purchase
Common Stock at a price substantially below fair market value, or similar
change affecting the Common Stock, such adjustment shall be made in the
maximum number and kind of shares subject to the Plan, in the number and kind
of shares subject to outstanding options and subsequent options grants, and in
the purchase price of outstanding options as the Board shall deem to be
appropriate under the circumstances to prevent substantial dilution or
enlargement of the rights granted to participants hereunder.

5.  Nonstatutory Stock Options
         
  All options granted under the Plan shall be nonstatutory options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
         
6.  Terms and Conditions of Options
         
  Each option granted under the Plan shall be evidenced by a written
instrument in such form as the Committee may approve and shall be subject to
the following terms and conditions:
         
    (a)  Grant of Options.  As used in the Plan, the term "Grant Date" means
the date of the first regular meeting of the Board in the fourth quarter of
each calendar year.  Each year, an option shall be granted automatically to
each eligible director on the Grant Date to purchase that number of full
shares of Common Stock determined by dividing the amount of the annual
retainer then payable to directors for service on the Board by the Fair Market
Value (as hereinafter defined) of the Common Stock on the Grant Date.
         
    (b)  Purchase Price.  The purchase price for Common Stock subject to an
option shall be 100% of the Fair Market Value of the Common Stock on the Grant
Date.  
         
    (c)  Fair Market Value.  As used in the Plan, the term "Fair Market Value"
means the mean, as of any given date, between the highest and lowest reported
sales prices of the Common Stock on the New York Stock Exchange Composite
Index on such date (or, if there is no reported sale on such date, on the last
preceding date on which any reported sale occurred).  

    (d)  Expiration Date of Options.  The expiration date of each option shall
be fixed by the Committee, but no option granted under the Plan shall be
exercisable more than ten years after the Grant Date.

    (e)  Exercisability of Options.  Options shall be exercisable in whole or
in part with respect to 50% of the shares covered thereby on or after the
first anniversary of the Grant Date and as to the remaining 50% of such shares
on or after the second anniversary of the Grant Date.
         
    (f)  Termination of Service.  In the event service on the Board by the
holder of any option terminates for any reason other than disability, death,
or Change in Control (as hereinafter defined), the then outstanding options of
such holder may thereafter be exercised, to the extent exercisable at the time
of such termination, for a period of one year from the date of such
termination but in no event after the stated expiration date of each option. 
         
    (g)  Disability or Death; Change in Control.  In the event service on the
Board by the holder of any option terminates by reason of disability, death,
or Change in Control, the then outstanding options of such holder will become
immediately exercisable, to the extent not otherwise exercisable, and will
expire one year after such termination.  Such options may be exercised during
such one-year period regardless of their stated expiration dates.  The rights
of the option holder may be exercised by the holder's guardian or legal
representative in the case of disability and by the beneficiary designated by
the holder in writing delivered to the Company or, if none has been
designated, the holder's estate in the case of death.
         
    (h)  Exercise and Payment.  Options may be exercised only by written
notice to the Secretary of the Company accompanied by payment of the full
purchase price for the shares as to which they are exercised.  The purchase
price may be paid in cash, in shares of Common Stock already owned for at
least six months by the optionee (or other person entitled to exercise the
option), or partly in cash and partly in such shares of Common Stock.  The
value of shares delivered in payment of the purchase price shall be their Fair
Market Value, as determined above, as of the date of exercise.  Upon receipt
of such notice and payment, the Company shall promptly issue and deliver to
the optionee (or other person entitled to exercise the option) a certificate
or certificates for the number of shares as to which the exercise is made.
         
    (i)  Change in Control.  As used herein, a "Change in Control" means a
change in control of the Company of a nature that would be required to be
reported in response to Item 1(a) of the Current Report on Form 8-K, as in
effect on the effective date of the Plan, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"); provided that,
without limitation, such a "Change in Control" shall be deemed to have
occurred if:

         (i)  A third person, including a "group" as such term is used in
Section 13(d)(3) of the Exchange Act, other than the trustee of a Company
employee benefit plan, becomes the beneficial owner, directly or indirectly,
of 20 percent or more of the combined voting power of the Company's
outstanding voting securities ordinarily having the right to vote for the
election of directors of the Company;
              
         (ii)  During any period of 24 consecutive months individuals who, at
the beginning of such consecutive 24-month period, constitute the Board of
Directors of the Company (the "Board" generally and as of the effective date
of the Plan the "Incumbent Board") cease for any reason (other than retirement
upon reaching normal retirement age, disability, or death) to constitute at
least a majority of the Board; provided that any person becoming a director
subsequent to the effective date of the Plan whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of office is
in connection with an actual or threatened election contest relating to the
election of the Directors of the Company, as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for
purposes of this Agreement, considered as though such person were a member of
the Incumbent Board; or
              
         (iii)  The Company shall cease to be a publicly owned corporation
having its outstanding stock listed on the New York Stock Exchange or quoted
in the NASDAQ National Market System.  
         
7.  Options not Transferable
         
  Options granted under the Plan shall not be transferable by the holder other
than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act ("ERISA") or the rules thereunder.
         
8.  Limitation of Rights
         
  Neither the Plan nor the granting of any option hereunder shall constitute
an agreement or understanding that the Company will retain a director for any
period of time or at any particular rate of compensation.  The holder of an
option shall have no rights as a shareholder with respect to shares as to
which the option has not been exercised and payment made hereunder.
         
9.  Purchase for Investment
         
  Unless the options and shares of Common Stock covered by the Plan have been
registered under the Securities Act of 1933, as amended, or the Company has
determined that such registration is unnecessary, each holder exercising an
option may be required by the Company to represent in writing that such holder
is acquiring the shares subject to the option for his own account for
investment and not with a view to, or for sale in connection with, the
distribution of any part thereof.
         
10.  Compliance with Regulations
         
  It is the intention of the Company that the Plan comply in all respects with
Rule 16b-3 promulgated under Section 16(b) of the Exchange Act and that
eligible directors remain disinterested persons for purposes of administering
other employee benefit plans of the Company and having such other plans be
exempt from Section 16(b) of the Exchange Act.  Therefore, if any Plan
provision or Committee rule is later found not to be in compliance with Rule
16b-3 or if any Plan provision or Committee rule would disqualify eligible
directors from remaining disinterested persons, that provision or rule shall
be deemed null and void, and in all events the Plan shall be construed in
favor of its meeting the requirements of Rule 16b-3.
         
11.  Effective Date of the Plan
         
  The Plan shall be effective as of the date it is adopted by the Board. 
Options granted under the Plan may not be exercised prior to the time the Plan
shall have been approved by the holders of a majority of the outstanding
Common Stock present or represented and entitled to vote at a meeting of
shareholders of the Company.  If such approval of the Plan by the shareholders
is not obtained within one year of the adoption of the Plan by the Board, the
Plan and any options granted pursuant to the Plan shall be null and void.
         
12.  Amendment of the Plan
         
  The Board may amend, suspend, or terminate the Plan or any portion thereof
at any time, provided that no amendment affecting the amount of Common Stock
subject to options granted under the Plan, the exercise price of options, or
the timing of grants may be made more than once every six months, other than
to comport with changes in the Code, ERISA, or the rules thereunder.
         
13.  Governing Law
         
  The Plan shall be governed by and interpreted in accordance with the laws of
the Commonwealth of Massachusetts.
j:\BOARD\DSOPLAN

EX-11

                CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES

             EXHIBIT 11 - STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
                 (In thousands of dollars except per share data)


                                                                               
                                          PRIMARY                      
                             1995           1994                1993
Earnings

Net earnings                $40,493        $50,916            $51,958

Shares

Weighted average
 shares outstanding          48,035         50,545             51,287
Common stock equivalents        442            600                649
Average shares outstanding   48,477         51,145             51,936

Per share

Net earnings               $   .84        $   1.00            $  1.00

                                                                               
                                         FULLY DILUTED               
                             1995           1994                1993   
Earnings

Net earnings               $40,493         $50,916            $51,958

Shares

Weighted average
 shares outstanding         48,035          50,545              51,287
Common stock equivalents       413             607                 889
Average shares outstanding  48,448          51,152              52,176

Per share

Net earnings              $    .84         $ 1.00              $  1.00

EX-13

Crompton & Knowles Corporation 

Crompton & Knowles is a worldwide producer and marketer of specialty chemicals
and equipment. The company's 48 million shares of common stock outstanding are
traded on the New York Stock Exchange under the symbol CNK. Dividends on the
stock have been paid for 252 consecutive quarters and have increased in each of
the last 19 years. Crompton & Knowles has gained leadership positions in its
chosen markets by providing quality products, technical service and performance
know-how to solve problems and add value to customers' products. The company's
businesses are grouped into two segments:

Specialty Chemicals

Crompton & Knowles is a major producer and marketer of dyes worldwide and a
major producer and marketer of specialty food and pharmaceutical ingredients
in North America.

Specialty Process Equipment and Controls

The company is a recognized world leader in extrusion systems, industrial blow
molding equipment and related electronic controls for the plastics industry.

Crompton & Knowles is a member of the Chemical Manufacturers Association and a
signatory of the Association's Responsible Care Program. The company is
committed to a continuous good faith effort to improve performance in health,
safety and environmental quality.

Financial Highlights
(In thousands of dollars, except per share data)
                                      1995            1994        %Change
Net sales                           $665,513        $589,757        13
Earnings before income taxes        $ 64,091        $ 79,969       (20)
Income taxes                          23,598          29,053       (19)
Net earnings                        $ 40,493        $ 50,916       (20)
Per common share:
     Net earnings                  $    .84        $   1.00        (16)
     Dividends                     $    .52        $    .46         13
     Book value                    $   5.00        $   4.60          9
Return on average common equity        17.4%           21.1% 
Common stock trading range:
     High                                20           24 1/8   
     Low                                 12           13 7/8   
Average shares outstanding
 (in thousands)                       48,448           51,152  
Shareholders of record                 4,700            4,800

(Bar Graph)
Sales Continuing Operations
(In millions of dollars)

(Bar Graph)
Earnings Per Share 
Continuing Operations

(Bar Graph)
Return on Average Common Equity 
Continuing Operations


Fellow shareholders:  Crompton & Knowles experienced significant change in 1995
with strong earnings gains in our specialty process equipment and controls
segment more than offset by lower earnings in our specialty chemicals business
as the dyes industry undergoes a worldwide restructuring.
     While total company sales increased to record levels, rising 13 percent to
$665.5 million, net earnings declined 20 percent to $40.5 million and earnings
per share declined 16 percent to 84 cents per share. 
     The decline in earnings is obviously a disappointment to all of us. We are
confident, however, that we have taken actions to become more efficient, to
reinforce our commitment to our customers and to focus our businesses on areas
of competitive strength. We are strengthening the foundations of our business
which will enable us to meet our long-term strategic goals and to enhance
shareholder value.
     In our specialty chemicals business segment, sales slipped two percent to
$385.6 million and operating profit declined 30 percent to $42.6 million. The
primary reason for the lower sales and operating profit was weak demand for dyes
in major markets around the world, resulting in excess capacity and competitive
pricing. These conditions were further exacerbated by decisions of key
competitors to realign their dyes operations and by producers in the Far East to
become more aggressive participants in international markets.
     We had anticipated that the worldwide dyes industry would undergo
restructuring. However, we were unable to avoid being impacted by the price
pressures and competitive maneuvering during 1995. Over the long-term we are
confident that Crompton & Knowles will benefit from the changes and prosper as
the industry stabilizes.
     We took a number of initiatives during the year to improve our position.
In our domestic operations we reduced costs by streamlining operations. We
improved our effectiveness by consolidating dyes management at a single location
in Charlotte, North Carolina, by broadening our sales and technical service
capabilities in key market niches and by consolidating major distribution
activities at Greenville, South Carolina. In 1995, we also completed
implementation of a fully integrated computer system for sales, technical
service and distribution.
     As a result, we now deliver 95 percent of our orders within 48 hours and
have gained market share in several key markets while lowering our inventory
requirements. For instance, even as total domestic apparel dyes sales continued
to decline during the year, we posted volume increases in specialized areas of
strength such as dyes for nylon activewear and fleecewear. Similarly, our sales
to the broadloom carpet industry increased during the year, reinforcing our
market position. 
     In Europe, the effects of the industry-wide dyes consolidation also
impacted results. While sales volume increased, operating profit decreased from
prior-year levels as a result of competitive pricing and currency effects. A
program to increase sales of dyes directly to key customers, rather than through
dealers, is paying dividends in terms of volume growth but, more importantly,
direct sales will enable us to offer our customers more value-added services to
help solve their problems through our technical and applications expertise.
     As 1995 came to a close we reached a strategic crossroads with our
specialty ingredients business. Sales in the business increased five percent to
$101.6 million, and we were encouraged by the gains resulting from our emphasis
on producing fully integrated ingredient systems for the food industry. However,
we also noted that the prices being paid for specialty ingredient businesses
were high relative to prices we were prepared to pay. Therefore, in
January 1996 we retained Salomon Brothers Inc. to assist in exploring
strategic alternatives to maximize shareholder value in the business. This is
a sound business with excellent capabilities and a line-up of strong new
products and we expect to have a resolution of our strategy for it within the
first half of 1996.
     The outstanding performance of our specialty process equipment and controls
segment continued from the prior year as sales rose 43 percent to $279.9 million
and operating profit increased 29 percent to $40.2 million. The performance
gains resulted from internal growth programs as well as from acquisitions. As
the leading North American supplier of specialized plastics extrusion
systems, cast film and precision coating equipment, we have set the standard
for efficient, cost effective designs to meet every customer need. This
capability, combined with recognized quality and problem-solving ability,
also enabled us to increase our international sales for this equipment by
48 percent in 1995 to $71 million.
     To further reinforce our international participation in this industry, in
early 1995 we acquired the extrusion business of McNeil Akron Repiquet S.a.r.l.
in France. In January, 1996 we also acquired ER-WE-PA, a leading producer of
extrusion coating, cast film and plastics extrusion equipment based in Germany.
These operations add approximately $60 million to our international sales.
     Retiring during 1995 was Warren A. Law, Ph.D., a member of our Board of
Directors for more than 20 years. His sharpness of mind and keen strategic sense
played a vital role in shaping Crompton & Knowles. We sincerely thank Dr. Law
for his contributions and we wish him well in his future activities.
     The bottom line is that the major worldwide changes in the dyes industry
during 1995 significantly impacted our specialty chemicals performance. The
double-digit gains in our equipment business did provide a partial offset, but
not enough, and our performance was less than expected. Yet, we are confident
that we will continue to outperform our competitors in our chosen businesses and
that our long-term objective of increasing shareholder value will be met.
     We are confident because our management thinking is guided by three key
strategic principles: 1) produce and market products for niche markets where our
company holds leadership positions, 2) add value for customers by providing
experience and technical service capabilities resulting in effective problem
solving and, 3) produce and market products which play a key role in improving
our customers' process, yield and quality. 
     Our experience tells us that a strategy of service, technology and
performance has and will continue to pay off for Crompton & Knowles and its
shareholders. The Board of Directors, management and every one of our employees
are conscientiously working to reinforce this strategy. We thank you for your
support and we will keep you informed.

Respectfully yours,
Vincent A. Calarco
Chairman, President & 
Chief Executive Officer
March 1, 1996

Sales of the specialty chemical segment were $385.6 million in 1995, two percent
below sales of $393.6 million the prior year. Operating profit of $42.6 million
declined 30 percent from the $60.8 million achieved in 1994. 

     These results primarily reflect the continuing weakness in worldwide demand
for dyes in key markets, which has created an overcapacity situation. These
conditions, combined with increased supply of dyes from the Far East, have
depressed dyes prices significantly. In addition, during 1995 several major
international dyes producers undertook consolidations and restructuring of their
businesses, which further destabilized the marketplace.
     High cotton prices and the weak retail environment reduced demand for
direct and reactive dyes for apparel, with declines also posted in the company's
hosiery, automotive, paper and leather markets. The company is confident that
its sales declines in these market segments were less than or equal to declines
experienced by its major competitors.
     The company's dyes business was unable to completely overcome the impact
of the industry-wide dislocations created by the weak demand and competitive
restructurings. As a result, worldwide dyes sales declined four percent to
$284.0 million, with a more significant decline in operating profit. In response
management took actions to reinforce and strengthen its operations, sales and
service capabilities.
     At the heart of this effort has been the company's longstanding commitment
to technical service and customer support. The completion of a $3 million
investment in a computerized order input, production, product tracking and
distribution system has enabled the company to achieve dramatic gains in
delivery times. With the new system, 95 percent of orders are delivered
within 48 hours and performance is still improving. Simultaneously, the new
system is enabling the company to reduce inventory levels of raw materials,
work in process and finished goods. To further enhance customer satisfaction,
product technology and technical support were realigned and selectively
augmented to coordinate more closely with sales activities, to speed new
product development and to focus on solving customer problems.
     In response to market opportunities and in keeping with its strategy of
offering a broad product line serving specialized niches in the dyes industry,
the company introduced new products and organized a new team focused on
exploiting growth opportunities in the continuous dyeing segment. New products
included specialized blue and yellow disperse dyes for polyester used in
automotive applications where high lightfastness is required. For cotton using
direct dyes, a new heavy black dye combined with a new fixative offers unique
technology which delivers color fastness equal to more costly alternatives
without their environmental concerns.
     The result of these customer-driven actions was that Crompton & Knowles
gained market share in certain key markets, while maintaining its competitive
position in other markets. A notable area of strength was the broadloom carpet
industry, where the company is a recognized leader both in products and dyeing
process technology. In the apparel industry, which had the most significant
declines, the company's strength in dyes for synthetic fibers such as nylon,
polyester and acetates enabled it to increase sales in applications such as
activewear and fleecewear. The company was also able to post gains in the
industrial sector, supplying unique dyes for can coating applications and
ink-jet computer printers.
     Just as the company reinforced its focus on value-added service for the
customer, it also took action to ensure its position as North America's largest
and most cost-efficient producer of dyes by implementing cost reductions. This
was achieved through ongoing debottlenecking of production facilities; the
relocation of senior division management into a single location in Charlotte,
North Carolina; the consolidation of a distribution center in Charlotte with a
more efficient facility in Greenville, South Carolina; a net decrease in
personnel and renegotiation of certain supply and service agreements. During the
year the company also completed the construction of waste treatment facilities
at its dyes production center in Lowell, North Carolina. The new facilities will
enable the company to continue to meet local and national standards of
environmental responsibility while remaining a cost-effective producer.
     International dyes operations also experienced competitive pricing
resulting from low demand for apparel as well as effects from the industry's
restructuring. In Europe, unit volume and sales revenues increased, but
profitability declined due in large part to pricing pressures as well as
exchange rate fluctuations. In December, as part of its strategy to bring
value-added technical service directly to key customers, Crompton & Knowles
acquired a key German distributor. To broaden its market participation
throughout the continent, the company introduced a line of disperse dyes
for polyester and acetates. In 1996, a further broadening of the product line
will include the marketing of reactive dyes for cotton. The company's primary
dyes offerings in Europe have been acid and pre-metallized dyes for wool
and nylon fibers. Rationalization of production between the company's two
European manufacturing facilities, in Belgium and France, combined with staff
reductions, achieved significant cost reductions in 1995, and should improve
operating results in 1996 and future years. 

Photo Captions:
Textiles for automotive seating demand specialized dyes with high lightfastness.
Apparel, hosiery and leather are important markets for dyes produced by Crompton
& Knowles. 
Broadloom carpet producers such as Carriage Industries, Inc. of Calhoun,
Georgia, depend on Crompton & Knowles for consistent performance, technical
service and customer support. Crompton's Nylanthrene liquid acid dyes for
nylon are used on automated equipment capable of producing broadloom carpet
at speeds of 60 to 200 feet per minute. Approximately 90 percent of broadloom
carpet is domestically made.
Continuous dyeing, used in the production of linens, sheets and towels, is a
segment of increased focus for Crompton & Knowles.

     During 1995 Crompton & Knowles' specialty ingredients sales rose five
percent to $101.6 million, deriving gains from the unit's three core areas of
expertise - flavored ingredients and seasonings, food systems including
sweeteners and high value pharmaceutical ingredients.
     This unique combination of product offerings and technical development
capabilities has enabled Crompton & Knowles to establish strong niche positions
in its chosen market segments.
     In the flavored ingredients and seasonings markets, the development of
proprietary reaction compound flavors has enabled the company to market unique
customized savory flavors used to duplicate tastes produced by home cooking.
These include sauces, gravies, condiments, side dishes and soups supplied to
food service companies and national brand producers of consumer convenience
foods. Newly-introduced rotisserie and grilled flavors for convenience foods and
prepared meats gained acceptance during 1995.
     The company's flavored seasonings business continued its gains in 1995 as
a result of the growth of the convenience food and snack markets, as well as the
growing popularity of spicy ethnic foods among consumers. Highly differentiated
flavored seasonings developed to meet very specific taste profiles enhance the
taste of a diverse line of products such as tortilla chips, pretzels, salad
dressings, frozen side dishes and microwaveable entrees. 
     In the food systems segment of the market, Crompton & Knowles' position as
the leading U.S. supplier of specialty sweeteners, including food grade molasses
for bakery, confectionery, cereal and convenience foods, has enabled it to
achieve a record of performance and customer service unmatched in the industry.
Specialized syrups, designed to meet customer needs by combining sweeteners with
flavored ingredients, reflected sales increases during 1995, especially with
producers of breakfast cereals seeking unique coatings and tastes.
     The technological strength of the company's food ingredients business was
demonstrated in late 1994 with the introduction of a functional filling system
that creates low-calorie and low-fat or no-fat fillings with the texture and
taste of full-fat systems. Called Miracle Middles, this new technology combines
the company's core competencies in flavors, colors sweeteners and seasonings
into one product line. 
     Miracle Middles gained growing interest in 1995 in the bakery, cereal,
snack and confectionery markets due to its properties of low water activity as
well as high heat stability. In fact, it can be customized to meet specific food
industry needs across a range of applications and manufacturing configurations.
     Growth also continued in the company's pharmaceutical ingredients business
which includes products such as coatings, colors, excipients and flavors used in
prescription and over-the-counter drugs. Crompton & Knowles' agreement to market
in the United States pharmaceutical grade lactose produced by a major European
supplier, while that company in turn sells Crompton & Knowles' proprietary
calcium coatings products in Europe and Asia, will benefit both companies.
Products on both sides of the reciprocal agreement have been well received and
met with increasing sales success. 
     To reinforce the growth of its pharmaceutical business, late in 1995 the
company brought onstream a multimillion dollar facility in Vineland, New Jersey.
A state-of-the-art manufacturing plant, Vineland meets all Pharmaceutical
General Management Practices codes, and resulted in reduced costs and the
closing of two less efficient facilities.
     In January 1996, the company retained Salomon Brothers Inc. to assist in
exploring strategic alternatives to maximize shareholder value in the specialty
ingredients business. A resolution is expected by mid-year 1996.

Photo Captions:
Specialized capabilities in savory flavors have enabled Crompton & Knowles to
grow its food ingredients business.
Miracle Middles, a unique no-fat filling with low water activity, was developed
by Crompton & Knowles and can be customized for use in a variety of foods. 
Technically sophisticated reaction flavors developed and marketed by Crompton &
Knowles are produced in automated reactors to assure high volume
reproducibility. These reaction flavors are marketed to major national
food companies for use in high value consumer entrees, fast food and food
service establishments. The pharmaceuticals industry is an important market
for Crompton's specialized coatings, excipients, colors and flavors.

Specialty process equipment and controls segment results were outstanding in
1995. Sales increased 43 percent to a record $279.9 million compared with $196.2
million in 1994. Operating profit also increased, rising 29 percent to $40.2
million from $31.2 million in the prior year.

     The strong growth was achieved through internal developments as well as
through acquisitions, both in North America and internationally. Gains were made
in all major market segments, with particularly notable strength in sales of
systems for production of plastic sheet for packaging, rubber extrusion systems
and industrial blow molding systems.
     The company's leading North American position was reinforced in existing
markets such as blown film, profiles, recycle/reclaim, wire and cable, fiber
systems, cast film, precision coating and medical tubing. Access to new markets,
domestically and overseas, was achieved with the strategic acquisition of three
operations. The largest of these was the January 1996 acquisition of ER-WE- PA,
a leading manufacturer of extrusion coating, cast film and plastics extrusion
equipment based in Erkrath, Germany. With annual revenues of $50 million,
ER-WE-PA significantly broadens the company's participation in the international
arena and reinforces the acquisition of McNeil Akron Repiquet S.a.r.l. in
January 1995. Repiquet has a production facility in Dannemarie, France and
makes and markets extrusion systems for pipe, profile, sheet and elastomer
applications.
     International sales of specialty process equipment and controls accounted
for 25 percent of total segment sales during 1995. The two European acquisitions
ensure the company's ability to provide essential customer service and technical
support necessary for the success of the business.
     The third acquisition completed in March 1995 was Killion Extruders, Inc.,
which broadened the company's capabilities in extrusion technology for specialty
laboratory equipment. Killion's complete range of precision laboratory and
medium sized production equipment is recognized for quality and
dependability, thereby blending well with Crompton & Knowles' existing
equipment operations which are broadly accepted as the standard setters for
the industry.
     Among the important new equipment offerings introduced to the market by
Crompton & Knowles during 1995 was a fiber optic cable system. Able to produce
tubing for fiber optic cable at speeds of up to 750 feet per minute, the line
incorporates all equipment from a payoff system for feeding optic fiber to the
system, to tube extrusion, to cooling systems and take-up equipment, all managed
by a single computerized control center tracking all production functions. 
     With the increasing complexity of extrusion and plastics processing
equipment, the company also introduced an advanced technology control system
based on the Windows computer operating system. Called EPIC III, the touch
screen control system includes data exchange, networking and multitasking
capabilities and can be expanded for future process control needs. Electronic
and computer control systems now account for approximately 13 percent of the
segment's sales and are expected to continue to increase. 
     As one of the world's leading producers and marketers of plastics extrusion
systems, Crompton & Knowles has also become one of the leading suppliers of
aftermarket systems and services, providing engineering, operating, maintenance,
parts and systems upgrade support. Technicians based in the United States,
England, France and Hong Kong provide around-the-clock problem-solving.
Aftermarket services accounted for nearly 15 percent of the segment's revenues
in 1995.
     The segment's equipment order backlog at the end of 1995 was $72 million. 

Photo Captions:
Snowboards made of colorful impact-resistant plastics are among the newer
applications of Crompton & Knowles' extrusion technology.
Childrens' playthings are made with the company's industrial blow molding
systems.
Medical tubing is produced on specialized extruders by Crompton & Knowles. 
Advanced polymer processing is made possible by computer-controlled twin screw
extruders designed and marketed  by Crompton & Knowles. Customers around the
world requiring polymer alloying, grafting and additive dispersion capabilities
are able to achieve output of up to three tons per hour using this
state-of-the-art equipment.

Financial Contents
Management's Discussion and Analysis of Financial Condition
  and Results of Operations                                        11
Consolidated Financial Statements                                  14
Notes To Consolidated Financial Statements                         18
Responsibility For Financial Statements                            25
Independent Auditors' Report                                       25
Eleven Year Selected Financial Data                                26
Board of Directors                                                 28
Corporate Officers and Operating Management         Inside Back Cover   
Corporate Data                                      Inside Back Cover

Management's Discussion and Analysis of Financial Condition and Results of
Operations

Financial Condition and Liquidity

Acquisitions 
     In January 1995, the Company acquired the business and certain assets of
McNeil Akron Repiquet S.a.r.l. in France. In March 1995, the Company acquired
Killion Extruders, Inc. Costs of these acquisitions were accounted for based on
the purchase method and, accordingly, the results of operations of these
businesses have been included in the Consolidated Statements of Earnings since
their dates of acquisition.

Liquidity and Capital Resources
     The December 30, 1995 working capital balance of $126.2 million increased
$4.6 million from the December 31, 1994 balance of $121.6 million, while the
current ratio declined to 1.8 from 1.9 at the end of 1994. The decline in the
current ratio is primarily attributable to the increase in notes payable. Days
sales in receivables increased slightly to 55 days in 1995 from 54 days in 1994.
Inventory turnover averaged 2.8 in 1995, compared to 3.0 in 1994.
     Cash flow from operating activities of $26.7 million increased $4.9 million
from $21.8 million in 1994 and was used with cash reserves and increased
borrowings to finance acquisitions, fund capital expenditures, pay cash
dividends and repurchase 272,800 shares of the Company's outstanding common
shares. Dividends paid in 1995 of $25.2 million represent a payout ratio of
62% of earnings. The Company's debt-to-capital ratio increased to 34% from
29% at year-end 1994.
     Capital expenditures of $18.2 million decreased $3.5 million from $21.7
million in 1994. Capital expenditures are expected to approximate $16 million in
1996 primarily for expansion and improvement of operating facilities in the
United States and Europe. The Company's long-term liquidity needs including such
items as capital expenditures and dividends are expected to be financed through
operations. The Company has available numerous uncommitted short-term lines of
credit, and a revolving credit agreement providing for borrowings up to $125
million through September 1998. At year-end, there were $60.4 million of
short-term borrowings outstanding and $60 million outstanding under the
revolving credit agreement.

Inflation
     During the last three years, inflation has not been a significant factor
in the net earnings of the Company. The LIFO method of accounting is used for a
major portion of the Company's inventories. Under this method, the cost of
products sold approximates current costs and thus reduces possible distortion of
reported earnings due to rising costs. The Company continually emphasizes cost
controls and efficient management of resources to mitigate the influence of
inflation.

International operations
     The lower U.S. dollar exchange rate versus primarily the Belgian Franc and
the French Franc accounted for the favorable adjustment of $4.5 million in the
accumulated translation adjustment account since year-end 1994. Changes in the
balance of this account are primarily a function of fluctuations in exchange
rates and do not necessarily reflect either enhancement or impairment of the net
asset values or the earnings potential of the Company's foreign operations.
     The Company operates manufacturing facilities in Europe which serve
primarily the European market. Exchange rate disruptions between the United
States and European currencies, and among European currencies, are not expected
to have a material effect on year-to-year comparisons of the Company's earnings.

Research and Development
     The company employs about 280 engineers, draftsmen, chemists, and
technicians responsible for developing new and improved chemical products and
process equipment systems for the industries served by the Company. Often, new
products are developed in response to specific customer needs. The Company's
process of developing and commercializing new products and product improvements
is ongoing and involves many products, no one of which is large enough to
significantly impact the Company's results of operations from year to year.
Research and development expenditures totaled $14.0 million, $12.1 million and
$11.2 million in the fiscal years 1995, 1994 and 1993, respectively.

Environmental Matters
     The Company's manufacturing facilities are subject to various federal,
state and local requirements with respect to the discharge of materials into the
environment or otherwise relating to the protection of the environment. Although
precise amounts are difficult to define, the Company spent approximately $15.8
million in 1995 to comply with those requirements, including approximately $4.9
million in capital expenditures.
     The Company has been designated, along with others, as a potentially
responsible party under the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, or comparable state statutes, at two waste disposal
sites; and an inactive subsidiary has been designated, along with others, as a
potentially responsible party at two other sites.
     While the cost of compliance with existing environmental requirements is
expected to increase, based on the facts currently known to the Company,
management expects that those costs, including the cost to the Company of
remedial actions at the waste disposal sites where it has been named a
potentially responsible party, will not be material to the results of the
Company's operations in any given year.

Operating Results - 1995 as Compared to 1994

Overview
     Consolidated net sales increased 13% to $665.5 million from $589.8 million
in 1994. Net earnings declined 20% to $40.5 million from $50.9 million in 1994.
Earnings per common share declined 16% to $.84 from $1.00 in the prior year.
Average shares outstanding decreased 2.7 million to 48.5 million primarily as a
result of the Company's share repurchase program.
     The gross margin percentage decreased to 28.8% from 31.5% in 1994 primarily
from lower margins in the specialty chemicals segment. Consolidated operating
profit of $72.3 million was 11% lower than 1994 as the specialty process
equipment and controls segment increased 29% while the specialty chemicals
segment decreased 30%.

Specialty Chemicals
     The Company's specialty chemicals segment reported sales of $385.6 million
representing a decline of 2% from 1994. The decrease was attributable to lower
selling prices (-4%), offset in part primarily by foreign currency translation.
The proportion of sales outside the United States increased slightly to 26% from
25% in 1994.
     Domestic dyes sales declined 8% reflecting lower selling prices (-5%) and
lower unit volume (-3%) as weak demand primarily for apparel dyes continued to
negatively affect the business. International dyes sales increased by 3% versus
1994 due primarily to foreign currency translation (6%) and unit volume (4%),
offset by lower selling prices (-7%). Sales of specialty ingredients increased
5% reflecting primarily increased unit volume.
     Operating profit declined 30% to $42.6 million from $60.8 million in 1994.
The decline was primarily due to domestic and international dyes. Domestic dyes
declined primarily due to lower pricing. International dyes declined primarily
due to lower pricing and exchange rate fluctuations among European currencies.
The percentage of operating profit outside the United States decreased to 13%
from 21% in 1994.

Specialty Process Equipment and Controls
     The Company's specialty process equipment and controls segment reported
sales of $279.9 million representing an increase of 43% from $196.2 million in
1994. Approximately 27% was attributable to the incremental impact of
acquisitions with the balance primarily from increased unit volume.
International sales of $71 million increased 48% from 1994 and accounted for
25% of total segment sales versus 24% in 1994. Operating profit increased 29% to
$40.2 million from $31.2 million in 1994.  Approximately 11% was attributable to
the incremental impact of acquisitions with the balance primarily
attributable to unit volume, offset in part by a lower-margin product mix.
The equipment order backlog totalled $72 million at the end of 1995 compared
to $66 million at the end of 1994.

Other
     Selling, general and administrative expenses increased 14% primarily due
to the impact of acquisitions. Depreciation and amortization increased 13% over
1994 primarily as a result of a higher fixed asset base including acquisitions.
Interest expense increased $6.2 million over 1994 reflecting the increased
levels of borrowings in 1995. Other income declined $876 thousand versus 1994
primarily due to lower foreign exchange gains. The Company's effective tax
rate of 36.8% was up slightly from the prior year level of 36.3%.

Operating Results - 1994 as Compared to 1993

Overview
     Consolidated net sales of $589.8 million increased 6% from $558.3 million
in 1993. Net earnings of $50.9 million declined 2% from $52 million in 1993.
Earnings per common share of $1.00 were unchanged from the prior year. Average
shares outstanding  decreased 1 million to 51.2 million primarily as a result of
the Company's share repurchase program.
     The gross margin percentage of 31.5% decreased slightly from 31.8% in 1993.
Consolidated operating profit of $81.1 million was 2% lower than 1993 as profit
of the specialty process equipment and controls segment increased 20% while the
specialty chemicals segment decreased 11%.

Specialty Chemicals 
     The Company's specialty chemicals segment reported sales of $393.6 million
representing a decline of 3% from 1993. The decrease was primarily attributable
to lower selling prices (-2%) and unit volume (-1%). The proportion of sales
outside the United States was 25% in 1994, unchanged from 1993.
     Domestic dyes sales declined 6% reflecting lower selling prices (-4%) and
lower unit volume (-2%) as demand for apparel dyes remained weak. International
dyes sales were 5% lower than 1993 due primarily to lower unit volume under a
long-term supply agreement. Specialty ingredients sales increased 5% reflecting
increased unit volume in all major product groups.
     Operating profit declined 11% to $60.8 million from $68 million in 1993 due
primarily to lower pricing and unit volume offset in part by lower dye
intermediate costs. The percentage of operating profit outside the United States
was 21% in 1994, unchanged from 1993.

Specialty Process Equipment and Controls
     The Company's specialty process equipment and controls segment reported
sales of $196.2 million representing an increase of 30% from $151 million in
1993. Approximately 21% was attributable to the acquisition of Egan Machinery
with the balance attributable equally between pricing and unit volume. Export
sales of $48 million increased 18% from 1993 and accounted for 24% of total
segment sales versus 27% in 1993. Operating profit increased 20% to $31.2
million from $26 million in 1993. Approximately 7% was attributable to the
acquisition of Egan Machinery with the balance attributable primarily to unit
volume and improved pricing offset in part by higher manufacturing costs. The
equipment order backlog totalled $66 million at the end of 1994 compared to
$38 million at the end of 1993.

Other
     Selling, general and administrative expenses increased 10% primarily due
to the acquisition of Egan Machinery and the impact of inflation. Depreciation
and amortization increased 10% over 1993 primarily as a result of the Egan
Machinery acquisition and a higher fixed asset base. Interest expense of $2.2
million was double the amount in 1993 reflecting the increased level of
borrowings in 1994. Other income declined $163 thousand versus 1993. The
Company's effective tax rate of 36.3% was slightly lower that the prior year
level of 37%.

Consolidated Statements of Earnings
Fiscal years ended December 30, 1995, December 31, 1994, and December 25, 1993
(In thousands of dollars, except per share data)
                                               1995        1994         1993
Net sales                                  $665,513    $589,757     $558,348 

Costs and Expenses      
Cost of products sold                       473,654     403,784      380,941
Selling, general and administrative         104,535      91,581       82,970 
Depreciation and amortization                15,035      13,298       12,076 
Interest                                      8,364       2,167        1,093 
Other income                                   (166)      (1,042)     (1,205)
  Total costs and expenses                  601,422      509,788     475,875

Earnings
Earnings before income taxes                 64,091       79,969      82,473
Income taxes                                 23,598       29,053      30,515 
Net earnings                               $ 40,493     $ 50,916    $ 51,958 
Net Earnings Per Common Share              $    .84     $   1.00    $   1.00

Consolidated Balance Sheets
Fiscal years ended December 30, 1995, December 31, 1994
(In thousands of dollars, except per share data)  
                                               1995          1994
Assets
Current Assets
Cash                                         $   918     $   1,832
Accounts receivable                          112,693        81,859
Inventories                                  154,846       157,356
Other current assets                          23,038        19,610
 Total current assets                        291,495       260,657

Non-Current Assets      
Property, plant and equipment                129,991       117,105 
Cost in excess of acquired net assets         51,922        43,429
Other assets                                  10,730        11,137
                                            $484,138      $432,328 
Liabilities and Stockholders' Equity 
Current Liabilities
Notes payable                               $ 60,439      $ 39,670
Accounts payable                              49,415        47,000
Accrued expenses                              35,136        33,369
Income taxes payable                           3,747         4,138
Other current liabilities                     16,578        14,865
 Total current liabilities                   165,315       139,042
Non-Current Liabilities 
Long-term debt                                64,000        54,000
Accrued postretirement liability               7,559         8,698
Deferred income taxes                          7,217         6,681


Stockholders' Equity    
Common stock, $.10 par value - 
 issued 53,361,072 shares                     5,336          5,336
Additional paid-in capital                   59,440         62,241 
Retained earnings                           234,113        218,837
Accumulated translation adjustment            6,320          1,858 
Treasury stock at cost                      (62,972)       (54,213)
Deferred compensation                        (2,190)       (10,152)
 Total stockholders' equity                 240,047        223,907
                                           $484,138       $432,328 

Consolidated Statements of Cash Flows 
Fiscal years ended December 30, 1995, December 31, 1994, and December 25, 1993 
Increase (decrease) to cash  (in thousands of dollars)
                                             1995         1994          1993
Cash Flows from Operating Activities     
Net earnings                              $40,493      $ 50,916     $ 51,958 
Adjustments to reconcile net
 earnings to net cash
 provided by operations:
 Depreciation and amortization             15,035        13,298       12,076
 Deferred income taxes                        729         2,389          340 
 Deferred compensation                        768          (332)       1,611
 Changes in assets and liabilities: 
 Accounts receivable                     (27,234)          5,815     (11,798) 
 Inventories                                8,247        (34,695)       (253) 
 Other current assets                      (3,080)        (2,735)        722 
 Other assets                                (485)          (943)          2
 Accounts payable and accrued expenses     (4,719)        (8,186)     (4,937) 
 Income taxes payable                         323         (7,986)      3,918  
 Other current liabilities                 (1,938)         4,777      (1,435)
 Accrued postretirement liability          (1,139)          (386)        310
 Other                                       (264)          (175)       (109)
Net cash provided by operations            26,736         21,757      52,405 
  
Cash Flows from Investing Activities
Acquisitions                                (9,538)        (13,734)       -
Capital expenditures                       (18,249)        (21,710)   (14,299)
Other investing activities                  (1,505)            590      1,972
Net cash used by investing
 activities                                (29,292)        (34,854)   (12,327) 

Cash Flows from Financing Activities
Proceeds from (payments on) 
 long-term borrowings                       10,000        40,000      (10,000)
Change in notes payable                     20,675        34,533         (282)
Treasury stock acquired                     (4,296)      (47,647)      (5,103) 
Treasury stock issued under
 stock options and other plans                 393         1,756        1,905
Dividends paid                             (25,217)      (23,309)     (19,482)
Net cash provided (used) by
 financing activities                        1,555         5,333      (32,962)

Cash    
Effect of exchange rates on cash              87             312         (273) 
Change in cash                             (914)         (7,452)        6,843 
Cash at beginning of year                  1,832          9,284         2,441
Cash at end of year                      $   918        $ 1,832       $ 9,284 


Consolidated Statements of Stockholders' Equity
Fiscal years ended December 30, 1995, December 31, 1994, and December 25, 1993
(In thousands of dollars, except per share data)
                                  1995              1994               1993
Common Stock    
Balance at beginning and end
 of year                        $  5,336          $  5,336          $  5,336

Additional Paid-in Capital
Balance at beginning of year      62,241            61,783            59,644
Stock options and other issuances   (410)            1,592             2,139
Return of shares from long-term
 incentive plan trust             (2,391)              -                 -
Issuance under long-term 
 incentive plan                       -             (1,134)              -
Balance at end of year             59,440            62,241            61,783

Retained Earnings       
Balance at beginning of year      218,837           191,230           158,754
Net earnings                       40,493            50,916            51,958
Cash dividends declared on
 common stock ($.525 per share
 in 1995, $.46 in 1994, and
 $.38 in 1993)                   (25,217)           (23,309)          (19,482) 
Balance at end of year            234,113            218,837           191,230

Accumulated Translation Adjustment
Balance at beginning of year       1,858               (557)            3,803
Equity adjustment for translation
 of foreign currencies             4,462               2,415           (4,360)
Balance at end of year             6,320               1,858             (557)

Treasury Stock  
Balance at beginning of year      (54,213)            (11,278)         (7,956)
Issued, primarily under stock 
 options (72,729 shares in 1995,
 58,957 shares in 1994, and
 489,976 in 1993)                     340                 276           1,781
Common stock acquired (272,800
 shares in 1995, 2,954,700 shares
 in 1994 and 280,000 in 1993)      (4,296)            (47,647)         (5,103)
Return of shares from long-term
 incentive plan trust
 (448,000 shares)                  (4,803)             -            -
Issuance under long-term
 incentive plan (261,399 shares)     -                  4,436          -
 Balance at end of year           (62,972)            (54,213)        (11,278)

Deferred Compensation   
Balance at beginning of year      (10,152)            (6,518)         (8,129)
Return of shares from long-term
 incentive plan trust                7,194                -              -
Issuance under long-term
 incentive plan                        -              (3,302)            -
Amortization                           768              (332)           1,611
Balance at end of year              (2,190)          (10,152)         (6,518)
Total stockholders' equity        $240,047           $223,907        $239,996


Notes to Consolidated Financial Statements
(In thousands of dollars, except per share data)

Accounting Policies

Principles of Consolidation
     The consolidated financial statements include the accounts of all
subsidiaries. Intercompany balances and transactions are eliminated in
consolidation. The Company's fiscal year ends on the last Saturday in December
for domestic operations and a week earlier for most foreign operations.

Translation of Foreign Currencies
     Foreign currency accounts are translated into U.S. dollars as follows:
exchange rates at the end of the period are used to translate all assets and
liabilities; average exchange rates during the year are used to translate income
and expense accounts. Gains and losses resulting from the translation of foreign
currency balance sheet accounts into U.S. dollars and related hedging
transactions are included in a separate caption, "Accumulated translation
adjustment," in the stockholders' equity section of the consolidated balance
sheets.

Property, Plant and Equipment
     Property, plant and equipment are carried at cost, less accumulated
depreciation. Depreciation expense ($13,204 in 1995, $11,935 in 1994 and $10,828
in 1993) is computed generally on the straight-line method using the following
ranges of asset lives: buildings and improvements - 10 to 40 years, machinery
and equipment - 5 to 15 years, and furniture and fixtures - 5 to 10 years.
     Renewals and improvements which extend the useful lives of the assets are
capitalized. Capitalized leased assets and leasehold improvements are
depreciated over their useful lives or the remaining lease term, whichever is
shorter. Expenditures for maintenance and repairs are charged to expense
as incurred.

Inventory Valuation
     Inventories are valued at the lower of cost or market. Cost is determined
using the last-in, first-out (LIFO) method for a significant portion of
chemicals inventories and the first-in, first-out (FIFO) method for the
remaining inventories.

Cost In Excess of Acquired Net Assets
     The cost of acquisitions in excess of tangible and identifiable intangible
assets in the amount of $51,922 has, in the opinion of management, incurred no
permanent impairment in value. This cost is being amortized using the
straight-line method over periods from twenty to forty years. Accumulated
amortization amounted to $8,281 in 1995 and $6,622 in 1994.

Research and Development
     Expenditures for research and development costs are charged to operations
as incurred ($14,027 in 1995, $12,106 in 1994, and $11,184 in 1993).

Income Taxes
     A provision has not been made for U.S. income taxes which would be payable
if undistributed earnings of foreign subsidiaries of approximately $72,400 at
December 30, 1995, were distributed to the Company in the form of dividends,
since it is management's intention to permanently invest such earnings in the
related foreign operations. If distributed, such earnings would incur income tax
expense at substantially less than the U.S. income tax rate, primarily because
of the offset of foreign tax credits. 

Statements of Cash Flows
     Cash includes bank term deposits of three months or less. Cash payments
during the years ended 1995, 1994 and 1993 included interest of $8,488, $2,005
and $1,556 and income taxes of $23,515, $35,319 and $24,347, respectively. 

Earnings Per Common Share
     The computation of earnings per common share is based on the weighted
average number of common and common equivalent shares outstanding amounting to
48,447,686 in 1995, 51,151,525 in 1994 and 52,175,691 in 1993. A dual
presentation of earnings per common share has not been made since there is no
significant difference in earnings per share calculated on a primary or fully
diluted basis. 

Financial Instruments
     Financial instruments are presented in the accompanying consolidated
financial statements at either cost or fair value as required by generally
accepted accounting principles. The fair value of the Company's financial
instruments approximate carrying value. 

Other Disclosures
     Included in accounts receivable are allowances for doubtful accounts in the
amount of $3,269 in 1995 and $3,829 in 1994. Included in other current
liabilities are customer deposits in the amount of $11,322 in 1995 and $11,183
in 1994.

Acquisitions
     In January 1995, the Company acquired the business and certain assets of
McNeil Akron Repiquet S.a.r.l. in France at a cost of $4,638. In March 1995, the
Company acquired Killion Extruders, Inc. at a cost of $4,900. The acquisitions
have been accounted for using the purchase method and, accordingly, the acquired
assets and liabilities have been recorded at their fair values at the dates of
acquisition. The excess cost of the purchase price over fair value of net assets
acquired in the amount of $9,649 is being amortized over forty years. The
operating results of each acquisition are included in the Consolidated
Statements of Earnings since the date of the acquisition.

Inventories
                              1995                 1994   
Finished goods              $ 89,177              $ 90,386
Work in process               30,316                32,640
Raw materials and supplies    35,353                34,330
                            $154,846              $157,356

At December 30, 1995, inventories valued using the last-in, first-out (LIFO)
method amounted to $70,550 ($75,958 at December 31, 1994). The LIFO reserve was
not significant in 1995 and 1994.

Property, Plant and Equipment
                                    1995                   1994   
Land                             $  7,490               $  7,292
Buildings and improvements         71,677                 61,926
Machinery and equipment           133,111                113,296
Furniture and fixtures              4,030                  3,662
Construction in progress           12,975                 16,620
                                  229,283                202,796
Less accumulated depreciation      99,292                 85,691
                                 $129,991               $117,105
Leases
     The future minimum rental payments under operating leases having initial
or remaining non-cancellable lease terms in excess of one year (as of December
30, 1995) total $21,434 as follows: $5,533 in 1996, $4,254 in 1997, $3,637 in
1998, $3,223 in 1999, $1,676 in 2000 and $3,111 in later years.  Total rental
expense for all operating leases was $8,126 in 1995, $7,305 in 1994, and $6,509
in 1993.
     All long-term leases expire prior to 2013. Real estate taxes, insurance and
maintenance expenses generally are obligations of the Company and, accordingly,
are not included as part of rental payments. It is expected that, in the normal
course of business, leases that expire will be renewed or replaced by leases on
other properties.

Debt
     Long-term debt is summarized as follows:
                                   1995              1994   
Revolving credit loans            $60,000           $50,000 
Industrial revenue bonds            4,000             4,000
 Total long-term debt             $64,000           $54,000

     The industrial revenue bonds mature in 1997 and carry an interest rate that
fluctuates within the tax exempt market. The average interest rate incurred in
1995 was 3.8%. The bonds are secured by a bank letter of credit.
     In June 1995, the Company amended its credit agreement with a group of five
banks whereby the revolving credit loans available to the Company were increased
to $125,000 through September 28, 1998. The agreement calls for interest at the
prime rate on revolving loans, but offers pricing options based on certificate
of deposit and Eurodollar rates which generally are more favorable than the
prime rate option. The Company must pay an annual fee of .15% of the total
unused commitment. The covenants of the revolving credit agreement impose
restrictions on the Company with respect to debt and tangible net worth
levels. These restrictions are not expected to adversely affect the Company's
operations. At December 30, 1995, the $60,000 borrowed under the revolving
credit agreement bore an interest rate of 6.2%. At December 30, 1995, notes
payable outstanding of $60,439 bore an interest rate of 6.0%.
     The aggregate annual maturities of long-term debt are $4,000 in 1997 and
$60,000 in 1998. 

Income Taxes
     The components of pretax earnings and taxes are as follows: 
                            1995            1994                  1993   
PreTax Earnings:
Domestic                  $59,306          $67,555               $68,498 
Foreign                     4,785           12,414                13,975 
Total                     $64,091          $79,969               $82,473 

Taxes:
  Domestic
    Current taxes         $21,500          $23,361               $27,857 
    Deferred taxes          1,604            2,057                  (587)
                          $23,104          $25,418                $27,270 
  Foreign
    Current taxes         $ 1,369          $ 3,303                $ 2,318 
    Deferred taxes           (875)             332                    927 
                          $   494          $ 3,635                $ 3,245 
  Total
    Current taxes         $22,869          $26,664                $30,175 
    Deferred taxes            729            2,389                    340  
                          $23,598          $29,053                $30,515
 
     The following is a percentage reconciliation of computed "expected" tax
expense to actual tax expense:
                                       1995             1994            1993  
Computed "expected" tax expense        35.0%           35.0%           35.0%
State taxes (net of U.S. tax benefit)   4.3             3.6             3.6   
Foreign tax differential               (1.8)           (0.9)           (2.0)  
Other, net                             (0.7)           (1.4)             .4   
                                       36.8%           36.3%           37.0%

     Provisions have been made for deferred income taxes based on differences
between financial statement and tax bases of assets and liabilities using
currently enacted tax rates and regulations. The components of the net deferred
tax asset as of December 30, 1995 and December 31, 1994, are as follows: 
                                           1995                   1994   
Deferred tax asset:
 Inventory reserves                      $ 3,596                $ 3,239 
 Bad debt reserves                           515                    232 
 Deferred compensation liability             885                    638 
 Various expense accruals                  3,395                  4,475 
 Accrued postretirement liability          3,024                  3,598 
  Total deferred tax assets               11,415                 12,182 
Deferred tax liability - depreciation    (10,241)               (10,279)
  Net deferred tax asset                 $ 1,174                $ 1,903

     Total deferred tax assets for 1995 and 1994 include current assets of
$8,391 and $8,584, respectively. The deferred tax liability is non-current for
1995 and 1994.

Capital Stock
     The Company is authorized to issue 250,000,000 shares of common stock at
a par value of $.10. There are 53,361,072 common shares issued, of which
5,351,962 and 4,703,891 shares were held in the treasury at December 30, 1995
and December 31, 1994, respectively.
     The Company is authorized to issue 250,000 shares of preferred stock
without par value, none of which are outstanding.  Preferred share purchase
rights (Rights) outstanding with respect to each share of the Company's common
stock entitle the holder to purchase one eight-hundredth of a share of Series A
Junior Participating Preferred Stock at an exercise price of $18.75. The Rights
cannot become exercisable until ten days following a public announcement that a
person or group has acquired 20% or more of the common shares of the Company or
intends to make a tender or exchange offer which would result in their ownership
of 20% or more of the Company's common shares. The Rights also entitle the
holder under certain circumstances to receive shares in another company which
acquires the Company or merges with it.

Stock Incentive Plans
     The 1988 Long Term Incentive Plan (the 1988 Plan) authorizes the Board to
grant stock options, stock appreciation rights, restricted stock and long-term
performance awards to the officers and other key employees of the Company over
a period of ten years.  Non-qualified and incentive stock options may be granted
under the 1988 plan at prices not less than 100% of the market value on the date
of the grant. All outstanding options will expire not more than ten years and
one month from the date of grant. There were 4,000,000 shares of common stock
reserved for awards under the 1988 Plan. 
     The 1993 Stock Option Plan for Non-Employee Directors authorizes 100,000
shares to be optioned to non-employee directors at the rate of their annual
retainer divided by the stock price on the date of grant. The option will vest
over a two year period and be exercisable over a ten year period from the date
of grant, at a price equaling the fair market value on the date of grant.
     Under the 1988 Plan, 1,261,000 common shares have been transferred to an
independent trustee to administer restricted stock awards for the Company's long
term incentive program. At December 30, 1995 deferred compensation relating to
such shares in the amount of $2,190 is being amortized over an estimated service
period of six to fifteen years. In June 1995, the trustee returned 448,000
common shares to the Company representing those shares which have not yet
been earned under the incentive program. Compensation expense relating to
unearned shares is being accrued annually based upon the expected level of
incentive achievement.
     Changes during 1995, 1994 and 1993 in shares under option are summarized
as follows:         
                                       Price Per Share
                                     Range      Average         Shares   
Outstanding at 12/26/92         $ 1.29-22.78     $ 7.88      1,929,900 
Granted                          19.31-23.75      19.45        218,736 
Exercised                         1.29-18.31       2.87       (424,419)
Lapsed                            4.01-19.19      14.01         (6,667)

Outstanding at 12/25/93           2.15-23.75      10.57      1,717,550 
Granted                          14.63-21.44      14.83        282,647 
Exercised                         2.15-9.31        5.59        (57,473) 
Lapsed                           9.31-19.31       18.12        (27,001) 

Outstanding at 12/31/94          2.47-23.75       11.24      1,915,723 
Granted                          9.31-16.06       13.07        330,481 
Exercised                        2.49-9.31         6.40        (61,299)
Lapsed                           9.31-23.75       18.04        (23,791)

Outstanding at 12/30/95        $ 2.47-23.75      $11.59      2,161,114
Exercisable at 12/30/95        $ 2.47-23.75      $10.64      1,592,779
     
    Shares available for grant at December 30, 1995 and December 31, 1994 were
536,302 and 842,992, respectively. 
     The Company has an Employee Stock Ownership Plan that is offered to
eligible employees of the Company and certain of its subsidiaries. The
Company makes contributions equivalent to a stated percentage of employee
contributions. The Company's contributions were $2,020, $1,677 and $1,617
in 1995, 1994 and 1993, respectively.

Postretirement Health Care Benefits
     The Company provides health benefits attributable to past service of
eligible retired and active employees under the Company's postretirement health
care benefit plans. Effective January 1, 1992, the Company adopted the
provisions of FASB Statement No.106 "Employers' Accounting for Postretirement
Benefits Other Than Pensions." In 1994, the Company adopted several changes
to its postretirement health care benefit plans including an annual cap for
medical premiums paid by the Company, higher deductible amounts and
out-of-pocket limits on medical payments. The plan amendments resulted in a
prior service gain of $3,254 which is being amortized over the average
remaining employee service period of 15 years. Postretirement health care
benefit expense did not have a material effect on net earnings for the years
1995, 1994 and 1993.
     The financial status of the accrued postretirement liability is as
follows: 
                                              1995         1994
Retirees                                     $3,834       $2,812
Fully eligible active participants              662          608
Other active participants                     1,150        1,240
Total accumulated postretirement liability    5,646        4,660
Unrecognized actuarial gain (loss)           (1,113)         784
Unrecognized prior service gain               3,026        3,254
                                             $7,559       $8,698

     For measurement purposes, a 11.5% annual rate of increase in the per capita
cost of covered health care benefits was assumed for 1995. The rate is assumed
to decrease 1% per year to 6.5% in 2000 and remain at that level thereafter. The
weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7.0%.  
     An increase in the assumed health care cost rate of 1% in each year would
increase the accumulated postretirement benefit obligation by approximately
$460.

Pensions
     The Company maintains a defined contribution pension plan for eligible
employees under provisions of section 401(k) of the Internal Revenue Code. The
plan provides for Company contributions at a certain percentage of each
participant's salary and allows voluntary tax-deferred employee contributions up
to a stated percentage of salary. Other foreign and domestic pension plans are
not significant. Total pension expense aggregated $4,516 in 1995, $4,251 in 1994
and $4,036 in 1993.

Contingencies
     In the normal course of its business, the Company is subject to
investigations, claims and legal proceedings, some of which concern
environmental matters, involving both private and governmental parties. In
some cases, the remedies sought or damages claimed may be  substantial. While
each of these matters is subject to various uncertainties as to outcome, and
some of them may be decided unfavorably to the Company, based on the facts
known to the Company and on consultation with legal counsel, management
believes that there are no such matters pending or threatened which will have
a material effect on the financial position of the Company or the results of
the Company's operations in any given year. 

Foreign Operations
     Financial data applicable to the Company's foreign operations are as
follows:
                           1995              1994             1993   
Net sales              $113,280           $97,848         $103,356
Net earnings           $  4,291           $ 8,779         $ 10,730
Assets                 $113,852           $90,508         $ 82,789

Business Segment Data
     Sales by segment represent sales to unaffiliated customers only.
Intersegment sales and transfers between geographic areas are nominal and have
not been disclosed separately. Consolidated operating profit is defined as total
revenue less operating expenses. In computing consolidated operating profit, the
following items have not been deducted: interest expense, other income and
income taxes. Identifiable assets by segment are those assets that are used
in the Company's operations in each segment. Corporate assets are principally
cash, prepayments and other assets maintained for general corporate purposes.
 
Information by Business Segment
                                  1995           1994        1993
Sales
Specialty chemicals            $385,647        $393,544     $407,280 
Specialty process equipment
 and controls                   279,866         196,213      151,068 
                               $665,513        $589,757     $558,348 
Operating Profit
Specialty chemicals            $ 42,609        $ 60,783     $ 68,067 
Specialty process equipment
 and controls                    40,154          31,195       25,967
General corporate expenses      (10,474)        (10,884)     (11,673)
                                 72,289          81,094       82,361
Interest expense                 (8,364)         (2,167)      (1,093)
Other income                        166           1,042        1,205
Earnings before income taxes   $ 64,091        $ 79,969     $ 82,473 
Identifiable Assets
Specialty chemicals            $318,020        $313,457      $281,804 
Specialty process equipment 
 and controls                   150,320         103,151        69,279 
                                468,340         416,608       351,083 
Corporate                        15,798          15,720        12,163 
                               $484,138        $432,328      $363,246 
Depreciation and Amortization
Specialty chemicals            $ 11,510        $ 11,141      $ 10,628 
Specialty process equipment
 and controls                     3,328           1,995         1,324 
                                 14,838          13,136        11,952 
Corporate                           197             162           124 
                               $ 15,035        $ 13,298      $ 12,076 
Capital Expenditures
Specialty chemicals            $ 15,076        $ 18,891      $ 12,057 
Specialty process equipment
 and controls                     3,087           2,756         2,131 
                                 18,163          21,647        14,188 
Corporate                            86              63           111 
                               $ 18,249        $ 21,710      $ 14,299
 
Information by Major Geographic Segment
                                  1995          1994            1993
 Sales
United States                  $552,233       $491,909       $454,992
Europe                           94,347         88,693         93,808
Other                            18,933          9,155          9,548
                               $665,513       $589,757       $558,348
Exports to Unaffiliated Customers
Included in United States sales:
Far East                       $ 16,895       $ 19,858       $ 26,244
Latin America                    12,225         15,027         10,183
Europe                           23,713          9,381          7,251
Other                            11,989         10,178          4,338
                                 64,822         54,444         48,016
Included in European sales:
Far East                            -           10,117          8,649
Latin America                     4,422          4,631          4,261
Other                             3,042          6,362          3,756
                                  7,464         21,110         16,666
                               $ 72,286       $ 75,554       $ 64,682
Operating Profit
United States                  $ 77,893       $ 79,148       $ 79,536
Europe                            4,166         12,038         13,736
Other                               704            792            762
                                 82,763         91,978         94,034
General corporate expenses      (10,474)       (10,884)       (11,673)
                               $ 72,289       $ 81,094       $ 82,361
Identifiable Assets
United States                  $370,286       $341,820       $280,457
Europe                          105,408         85,578         77,203
Other                             8,444          4,930          5,586
                               $484,138       $432,328       $363,246

Summarized Unaudited Quarterly Financial Data
                                          1995  
                              First     Second     Third     Fourth  
Net sales                  $168,193   $175,617  $159,065   $162,638
Gross profit                 51,634     51,818    44,606     43,801
Net earnings                 13,196     12,058     8,077      7,162
Net earnings
 per common share               .27        .25       .17        .15
Common dividends per share      .12       .135      .135       .135
Market price
 per common share:
  High                       17 3/8         20    15 3/4     14 7/8
  Low                        15 7/8     13 3/8    13 5/8     12 

                                          1994
                              First     Second     Third     Fourth  
Net sales                  $133,594   $154,452  $142,821   $158,890
Gross profit                 42,684     50,952    44,025     48,312
Net earnings                 12,758     16,107    10,224     11,827
Net earnings
 per common share               .25        .31       .20        .24
Common dividends
 per share                      .10        .12       .12        .12
Market price
 per common share:
 High                        24 1/8     23 5/8    18 1/2     16 5/8 
 Low                         19 5/8     17 3/8    15 7/8     13 7/8 
Responsibility for Financial Statements
     The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles and have been audited by KPMG Peat
Marwick LLP, Independent Certified Public Accountants, whose report is presented
herein.
     Management of the Company assumes responsibility for the accuracy and
reliability of the financial statements. In discharging such responsibility,
management has established certain standards which are subject to continuous
review and are monitored through the Company's financial management and internal
audit group.
     The Board of Directors pursues its oversight role for the financial
statements through its Audit Committee which consists of outside directors. The
Audit Committee meets on a regular basis with representatives of management, the
internal audit group and KPMG Peat Marwick LLP.

Independent Auditors' Report

The Board of Directors and Stockholders 
Crompton & Knowles Corporation 

     We have audited the consolidated balance sheets of Crompton & Knowles
Corporation and subsidiaries as of December 30, 1995 and December 31, 1994 and
the related consolidated statements of earnings, stockholders' equity and cash
flows for each of the fiscal years in the three-year period ended December 30,
1995. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Crompton &
Knowles Corporation and subsidiaries at December 30, 1995 and December 31, 1994
and the results of their operations and their cash flows for each of the fiscal
years in the three-year period ended December 30, 1995 in conformity with
generally accepted accounting principles.

                                           /s/ KPMG Peat Marwick LLP 

Stamford, Connecticut
January  24, 1996

Eleven Year Selected Financial Data
(In thousands of dollars except per share data)
                                       1995          1994          1993
Summary of Operations
Net sales                              $665,513      589,757       558,348
Interest expense                       $  8,364        2,167         1,093
Pretax earnings                        $ 64,091       79,969        82,473
Income taxes                           $ 23,598       29,053        30,515
Earnings from continuing
 operations                            $ 40,493       50,916        51,958
Cumulative effect of
 accounting changes                    $    -           -             -
Extraordinary loss on early
 extinguishment of debt                $    -           -             -
Earnings (loss) from
 discontinued operations               $    -           -             -
Loss on disposal of
 discontinued operations               $    -           -             -
Net earnings                           $ 40,493       50,916       51,958

Per Share Statistics
Earnings from continuing
 operations before
 cumulative effect of
 accounting changes and
 extraordinary loss                    $  .84         1.00         1.00
Net earnings                           $  .84         1.00         1.00
Dividends                              $  .52          .46          .38
Book value                             $ 5.00         4.60         4.68
Common stock trading range:
 High                                      20       24 1/8       27 1/4
 Low                                       12       13 7/8       17 5/8
 Average shares outstanding
 (thousands)                           48,448       51,152       52,176  
Financial Position
Current assets                       $291,495      260,657      220,396  
PP&E, net                            $129,991      117,105       99,925    
Other assets                         $ 62,652       54,566       42,925
Total assets                         $484,138      432,328      363,246 
Current liabilities                  $165,315      139,042       95,439
Long-term debt                       $ 64,000       54,000       14,000
Accrued postretirement
 liability                           $  7,559        8,698        9,084    
Deferred income taxes                $  7,217        6,681        4,727
Stockholders' equity                 $240,047      223,907      239,996 
Current ratio                             1.8          1.9          2.3
Total debt-to-equity %                   51.8         41.8          8.0
Total debt-to-capital %                  34.1         29.5          7.4

Profitability Statistics (Continuing Operations)
% Effective tax rate                     36.8         36.3         37.0
% Return on sales                         6.1          8.6          9.3
% Return on average 
  total capital                          12.9         18.3         21.0
% Return on average
 common equity                           17.4         21.1         23.1

Other Statistics (Continuing Operations)
Capital spending                     $ 18,249       21,710       14,299
Depreciation                         $ 13,204       11,935       10,828
Sales per employee                   $    242          234          240

Eleven Year Selected Financial Data
(In thousands of dollars except per share data)
                                      1992           1991           1990
Summary of Operations
Net sales                            $517,718      450,228       390,032 
Interest expense                     $  6,984        7,419         5,842 
Pretax earnings                      $ 68,337       56,600        47,260
Income taxes                         $ 25,072       20,659        17,250
Earnings from continuing
 operations                          $ 43,265       35,941        30,010
Cumulative effect of
 accounting changes                  $ (5,800)         -              -
 Extraordinary loss on early
 extinguishment of debt              $ (3,000)         -              - 
Earnings (loss) from 
 discontinued operations             $   -             -              -
Loss on disposal of
 discontinued operations             $    -            -              -
 Net earnings                        $ 34,465       35,941        30,010
Per Share Statistics
Earnings from continuing
 operations before
 cumulative effect of
 accounting changes and 
 extraordinary loss                 $    .87           .73           .61 
Net earnings                        $    .69           .73           .61
Dividends                           $    .31           .25           .20
Book value                          $   4.14          2.94          2.47
Common stock trading range:
 High                                 23 7/8        20 1/4        11 5/8
 Low                                  16             8 3/8         6 3/4
Average shares outstanding
 (thousands)                          49,967        49,317        49,270 

Financial Position
Current assets                      $207,383       185,235        164,442
PP&E, net                           $ 98,827        80,154         76,709
Other assets                        $ 44,505        43,173         41,493
Total assets                        $350,715       308,562        282,644 
Current liabilities                 $102,593        85,712         88,340     
Long-term debt                      $ 24,000        76,118         70,330
Accrued postretirement
 liability                          $  8,774           -              -   
Deferred income taxes               $  3,896         5,969          6,409
Stockholders' equity                $211,452       140,763        117,565 
Current ratio                            2.0           2.2            1.9
Total debt-to-equity %                  13.9          57.1           77.6     
Total debt-to-capital %                 12.2          36.3           43.7

Profitability Statistics (Continuing Operations)
% Effective tax rate                    36.7          36.5           36.5   
% Return on sales                        8.4           8.0            7.7 
% Return on average
 total capital                          19.3          18.9           19.8   
% Return on average
 common equity                          27.1          28.4           28.1 

Other Statistics (Continuing Operations)
Capital spending                    $ 12,835        11,434         16,374
Depreciation                        $ 10,394         8,813          7,156
Sales per employee                  $    237           222            218 


Eleven Year Selected Financial Data
(In thousands of dollars except per share data)
                                      1989          1988            1987 
Summary of Operations
Net sales                          $355,817       289,787         199,394
Interest expense                   $  6,006         3,606           2,042 
 Pretax earnings                   $ 38,588        26,943          20,353 
Income taxes                       $ 14,087        10,098           8,341 
Earnings from continuing
 operations                        $ 24,501        16,845          12,012 
Cumulative effect of
 accounting changes                $    -            -                - 
Extraordinary loss on early
 extinguishment of debt            $    -            -                -
Earnings (loss) from
 discontinued operations           $    -           (597)           (262)
 Loss on disposal of
 discontinued operations           $    -           (920)             -
Net earnings                       $ 24,501        15,328          11,750 

Per Share Statistics
Earnings from continuing
 operations before
 cumulative effect of
 accounting changes and
 extraordinary loss             $   .50            .36                .25 
Net earnings                    $   .50            .32                .24 
Dividends                       $   .15            .11                .08 
Book value                      $  2.08           1.75               1.59 
Common stock trading range:
 High                             7 7/8          4 1/2              3 7/8   
 Low                              3 3/4          2 1/2              2 1/4
Average shares outstanding
 (thousands)                     49,064         47,239             48,168

Financial Position
Current assets                  $127,216       120,584             94,069   
PP&E, net                       $ 50,847        43,685             29,085
  Other assets                  $ 39,787        41,373             12,075  
Total assets                    $217,850       205,642            135,229
  Current liabilities           $ 71,068        72,352             40,922
Long-term debt                  $ 41,213        44,594             12,927
  Accrued postretirement
 liability                      $   -             -                  - 
Deferred income taxes           $  6,668         6,775              5,575  
Stockholders' equity            $ 98,901        81,921             75,805  
Current ratio                        1.8           1.7                2.3  
Total debt-to-equity %              52.4          72.1               25.1  
Total debt-to-capital %             34.4          41.9               20.1  
Profitability Statistics (Continuing Operations)
% Effective tax rate                36.5          37.5               41.0  
% Return on sales                    6.9           5.8                6.0 
% Return on average
 total capital                      19.3          17.2               14.8
% Return on average
 common equity                      27.6          22.7               17.7 

Other Statistics (Continuing Operations)
Capital spending                $ 13,407          6,798              3,523 
Depreciation                    $  5,666          4,658              3,468  
Sales per employee              $    215            190                168  

Eleven Year Selected Financial Data
(In thousands of dollars except per share data)
                                                   1986                1985
Summary of Operations
Net sales                                        $178,256           163,287  
Interest expense                                 $    789               571
Pretax earnings                                  $ 16,800            15,443
Income taxes                                     $  7,421             7,122
Earnings from continuing operations              $  9,379             8,321
Cumulative effect of accounting changes          $    -                  -
Extraordinary loss on early
 extinguishment of debt                          $    -                  -
Earnings (loss) from discontinued
 operations                                      $  (678)             (746) 
Loss on disposal of discontinued
 operations                                      $ (7,700)              -
Net earnings                                     $  1,001             7,575

Per Share Statistics
Earnings from continuing operations before
 cumulative effect of accounting changes 
 and extraordinary loss                          $    .17              .15
Net earnings                                     $    .01              .14
Dividends                                        $    .08              .08
Book value                                       $   1.42             1.34
Common stock trading range: High                    2 1/2            1 3/4
                            Low                     1 5/8            1 1/4
Average shares outstanding (thousands)             50,974           51,694

Financial Position
Current assets                                    $ 95,931           87,400
PP&E, net                                         $ 28,511           30,376
Other assets                                      $ 10,349           12,146
Total assets                                      $134,791          129,922
Current liabilities                               $ 41,687           32,366
Long-term debt                                    $ 19,455           19,093
Accrued postretirement liability                  $    -                -
Deferred income taxes                             $  5,174            4,708
Stockholders' equity                              $ 68,475           73,755
Current ratio                                          2.3              2.7
Total debt-to-equity %                                47.0             30.5
Total debt-to-capital %                               32.0             23.4

Profitability Statistics (Continuing Operations)
% Effective tax rate                                  44.2             46.1
% Return on sales                                      5.3              5.1 
% Return on average total capital                     13.6             13.2
% Return on average common equity                     15.0             14.3

Other Statistics (Continuing Operations)
Capital spending                                  $  2,967            2,888
Depreciation                                      $  3,101            3,061
Sales per employee                                $    146              128
(Bar Graph) 
Return on Sales
Continuing Operations
(Bar Graph) 
Return on Average Total Capital 
Continuing Operations
(Bar Graph) 
Sales Per Employee 
Continuing Operations

Board of Directors

3     James A. Bitonti
      President and Chief Executive Officer 
      TCOM, L.P.
 
      Vincent A. Calarco
      Chairman of the Board
      President and Chief Executive Officer

2,3   Robert A. Fox
      President and Chief Executive Officer                          
      Foster Poultry Farms

2,3   Roger L. Headrick
      President and Chief Executive Officer
      Minnesota Vikings Football Club

1,2   Leo I. Higdon
      Dean
      The Darden Graduate School
      of Business Administration                                      
      University of Virginia  

1,3   Michael W. Huber
      Retired Chairman of the Board
      J.M. Huber Corporation

     Charles J. Marsden
     Vice President-Finance
     and Chief Financial Officer

1,2  C.A. Piccolo
     Chairman and Chief Executive Officer
     Caremark International Inc.

1    Patricia K. Woolf, Ph.D.
     Private Investor and Lecturer
     Department of Molecular Biology 
     Princeton University


1    Member of Audit Committee
2    Member of Nominating Committee
3    Member of Committee on Executive Compensation

Corporate Officers and Operating Management

Vincent A. Calarco
Chairman, President and 
Chief Executive Officer

Robert W. Ackley
Vice President 
President -
Davis-Standard

Nicholas Fern, Ph.D.
President -
Dyes and Chemicals - Asia

Gerald H. Fickenscher, Ph.D.
President -
Dyes and Chemicals - Europe

Edmund H. Fording
Vice President
President -
Dyes and Chemicals - Americas

Marvin H. Happel
Vice President - Organization

Charles J. Marsden
Vice President -
Finance and Chief Financial Officer 

Rudy M. Phillips
President -
Ingredient Technology

Peter Barna
Treasurer and 
Principal Accounting Officer

John T. Ferguson, II
General Counsel and Secretary

Robert A. Marchitello
Assistant Treasurer

Corporate Headquarters
One Station Place, Metro Center 
Stamford, CT 06902
(203) 353-5400

Auditors
KPMG Peat Marwick LLP          
Stamford, CT

Transfer Agent and Registrar
Chemical Mellon Shareholder Services L.L.C.   
85 Challenger Road
Ridgefield Park, NJ 07660
(800) 288-9541

Annual Meeting
The annual meeting of stockholders will be held at 11:15 a.m. on Tuesday, April
9, 1996, at the Sheraton Stamford Hotel, One First  Stamford Place, Stamford,
Connecticut 

Form 10-K
A copy of the Company's report on Form 10-K for 1995, as filed with the
Securities and Exchange Commission, may be obtained free of charge by writing to
the Secretary of the Corporation, One Station Place, Metro Center, Stamford, CT
06902

EX-21

                         Significant Subsidiaries


The following are significant subsidiaries of Crompton & Knowles Corporation:

Name                                 Place of Organization

CK Holding Corporation                Delaware

Crompton & Knowles
Overseas Corporation                  Delaware

Crompton & Knowles 
Canada Limited                        Canada

Crompton & Knowles
Europe S.A.                           Belgium

Crompton & Knowles
(France) S.A.                         France

Crompton & Knowles
 (Hong Kong) Ltd.                     Hong Kong

Crompton & Knowles (Korea) Ltd.       Korea

Davis-Standard Corporation            Delaware

Davis-Standard (France) SARL          France

Crompton & Knowles Colors
  Incorporated                        Delaware

ER-WE-PA Davis-Standard GmbH          Germany

Ingredient Technology Corporation     Delaware

Grandma Food Products, Ltd.           Canada

Killion Extruders, Inc.               New Jersey


     

EX-23

INDEPENDENT AUDITOR'S CONSENT





Board of Directors
Crompton & Knowles Corporation


We consent to incorporation by reference in the Registration Statements (No.'s
33-21246, 33-42280 and 33-67600) on Form S-8 of Crompton & Knowles Corporation
of our reports dated January 24, 1996, relating to the consolidated balance
sheets of Crompton & Knowles Corporation and subsidiaries as of December 30,
1995 and December 31, 1994, and the related consolidated statements of
earnings, stockholders' equity and cash flows and the related schedule for
each of the fiscal years in the three-year period ended December 30, 1995,
which reports appear or are incorporated by reference in the December 30, 1995
Annual Report on Form 10-K of Crompton & Knowles Corporation.  We also consent
to incorporation by reference in the Registration Statement (No. 33-21246) on
Form S-8 of Crompton & Knowles Corporation of our report dated March 15, 1996
relating to the statements of financial condition of Crompton & Knowles
Corporation Employee Stock Ownership Plan as of December 31, 1995 and 1994,
and the related statements of income and changes in plan equity for each of
the years in the three-year period ended December 31, 1995, as included in
Exhibit 29 of said Form 10-K.


                                                                               
                                                /s/ KPMG Peat Marwick LLP




Stamford, Connecticut
March 28, 1996

EX-24

                            POWER OF ATTORNEY



     We, the undersigned officers and directors of Crompton & Knowles
Corporation, hereby severally constitute and appoint Vincent A. Calarco,
Charles J. Marsden, and John T. Ferguson II, and each of them severally, our
true and lawful attorneys or attorney, with full power to them and each of
them to execute for us, and in our names in the capacities indicated below,
and to file with the Securities and Exchange Commission the Annual Report on
Form 10-K of Crompton & Knowles Corporation for the fiscal year ended December
30, 1995, and any and all amendments thereto.

     IN WITNESS WHEREOF, we have signed this Power of Attorney in the
capacities indicated on January 23, 1996.

Signature               Title                Signature          Title

Principal Executive
Officer:
                        Chairman of the
                        Board, President,     /s/Robert A. Fox    Director
/s/Vincent A. Calarco   CEO and Director         Robert A. Fox
   Vincent A. Calarco         


Principal Financial                           /s/Roger L. Headrick  Director   
   Officer:                                     Roger L. Headrick  

                        Vice President
/s/Charles J. Marsden   Finance and Director /s/Leo I. Higdon, Jr.  Director
   Charles J. Marsden                           Leo I. Higdon, Jr.         
                   
Principal Accounting              
Officer:                                      /s/Michael W. Huber    Director  
                                                Michael W. Huber 
/s/Peter Barna         Treasurer                        
   Peter Barna                               /s/C.A. Piccolo         Director  
                                               C.A. Piccolo   

/s/ James A. Bitonti   Director             /s/Patricia K Woolf     Director  
    James A. Bitonti                           Patricia K. Woolf    

EX-27

 

<ARTICLE> 5
       
                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-30-1995
<PERIOD-END>                               DEC-30-1995
<CASH>                                             918
<SECURITIES>                                         0
<RECEIVABLES>                                  112,693
<ALLOWANCES>                                     3,269
<INVENTORY>                                    154,846
<CURRENT-ASSETS>                               291,495
<PP&E>                                         129,991
<DEPRECIATION>                                  99,292
<TOTAL-ASSETS>                                 484,138
<CURRENT-LIABILITIES>                          165,315
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         5,336
<OTHER-SE>                                     234,711
<TOTAL-LIABILITY-AND-EQUITY>                   484,138
<SALES>                                        665,513
<TOTAL-REVENUES>                               665,513
<CGS>                                          473,654
<TOTAL-COSTS>                                  593,224
<OTHER-EXPENSES>                                 (166)
<LOSS-PROVISION>                                   707
<INTEREST-EXPENSE>                               8,364
<INCOME-PRETAX>                                 64,091
<INCOME-TAX>                                    23,598
<INCOME-CONTINUING>                             40,493
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    40,493
<EPS-PRIMARY>                                     0.84
<EPS-DILUTED>                                     0.84
        

 

EX-99

                                             Exhibit 29



                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549



                           FORM 11-K


        (Mark One)

     X  Annual report pursuant to Section 15 (d) of the
        Securities Exchange Act of 1934  (Fee Required)

        For the fiscal year ended December 31, 1995   

                                OR

        Transition report pursuant to Section 15 (d) of the
        Securities Exchange Act of 1934  (No Fee Required)

        For the transition period from            to          

        Commission file number   1-4663 


A.     Full title of the Plan and the address of the Plan, if 
       different from that of the issuer named below:

                 CROMPTON & KNOWLES CORPORATION
                  EMPLOYEE STOCK OWNERSHIP PLAN

B.     Name of issuer of the securities held pursuant to the Plan 
       and the address of its principal executive office:

                 Crompton & Knowles Corporation
                One Station Place - Metro Center
                  Stamford, Connecticut  06902


                          Exhibit 29

EX-99

                CROMPTON & KNOWLES CORPORATION

                Employee Stock Ownership Plan

                        EXHIBIT INDEX

        Form 11-K for the Fiscal Year Ended December 31, 1995

Exhibit                       Description
  No.                         of Exhibit 

  1.  Consent of KPMG Peat Marwick LLP independent certified
      public accountants.

EX-99

            CROMPTON & KNOWLES CORPORATION
            EMPLOYEE STOCK OWNERSHIP PLAN
            STATEMENTS OF FINANCIAL CONDITION
            DECEMBER 31, 1995 AND 1994
            PLAN ASSETS AND EQUITY

                                          1995
   Fixed         C&K         Equity      Advisers     Mortgage
  Income Fund   Stock Fund      Fund         Fund         Fund        Total
 Investments:

  Common stock of Crompton 
  & Knowles Corporation -
  2,110,683 shares at market
  value (cost $ 15,647,527)
  in 1995 and 1,978,585
  shares at market value
  (cost $ 12,378,799) in 1994
 $      -     $ 27,966,550 $      -     $      -     $      -     $ 27,966,550

  Hartford Life Insurance
  Company group annuity
  contract
 17,882,428        -        3,196,868      647,252      309,648    22,036,196

 Cash and short-term
 investments at cost,
 which approximates market
    -           26,164        -            -            -           26,164

 Contribution receivable
 from Crompton & Knowles
 Corporation
 67,233      297,111       34,216       15,525        7,501      421,586

 Plan Assets and Equity
$ 17,949,661 $ 28,289,825 $  3,231,084 $    662,777 $    317,149 $ 50,450,496


                                          1994
   Fixed         C&K         Equity      Advisers     Mortgage
 Income Fund   Stock Fund      Fund         Fund         Fund        Total
 Investments:

  Common stock of Crompton 
  & Knowles Corporation -
  2,110,683 shares at market
  value (cost $ 15,647,527)
  in 1995 and 1,978,585
  shares at market value
  (cost $ 12,378,799) in 1994
 $      -     $ 32,152,006 $      -     $      -     $      -     $ 32,152,006

  Hartford Life Insurance
  Company group annuity
  contract
 15,009,184        -        2,387,815      648,256      237,916   18,283,171

 Cash and short-term
 investments at cost,
 which approximates market
    -           35,644        -            -            -           35,644

 Contribution receivable
 from Crompton & Knowles
 Corporation
   55,080      288,372       23,920        9,869        1,619      378,860

 Plan Assets and Equity
$ 15,064,264 $ 32,476,022 $  2,411,735 $    658,125 $    239,535 $ 50,849,681



                            See accompanying notes to financial statements

EX-99

               CROMPTON & KNOWLES CORPORATION
               EMPLOYEE STOCK OWNERSHIP PLAN
               STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
               FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                                             1995
   Fixed         C&K         Equity      Advisers     Mortgage
 Income Fund   Stock Fund      Fund         Fund         Fund        Total
Investment income:

 Cash dividends on
 investment in common
 stock of Crompton &
 Knowles Corporation and
 interest on short-term
 investments
 $      2,885 $  1,072,287 $    2,371   $    1,257     $    190  $  1,078,990

 Realized gain on sale
 of investments and
 withdrawals
        -        1,297,120        -            -            -        1,297,120


 Interest earned - Hartford
 Life Insurance Company
 group annuity
 contract 
    1,051,264        -            -            -            -        1,051,264

 Net investment
 income
    1,054,149    2,369,407        2,371        1,257          190    3,427,374

Increase (decrease) in unrealized
appreciation of
investments
       -       (7,454,185)     824,777      120,815       37,820   (6,470,773)

Contributions:
 Employee
 Rollovers
      67,972        1,846      104,571       17,065        -          191,454
 Employees
     881,159    1,741,948      373,786      158,134       73,737    3,228,764
 Employer - Net of
 forfeitures
       -        2,043,854        -            -            -        2,043,854

Withdrawals and
Distributions
   (936,731)  (1,662,650)    (159,231)     (48,740)     (12,506)  (2,819,858)

Employee interfund
transfers
  1,818,848   (1,226,417)    (326,925)    (243,879)     (21,627)      -

Net increase/(decrease) in 
Plan Equity
for the year
  2,885,397   (4,186,197)     819,349        4,652       77,614     (399,185)

Plan Equity at beginning 
of year
 15,064,264   32,476,022    2,411,735      658,125      239,535   50,849,681

Plan Equity at
end of year
$ 17,949,661 $ 28,289,825 $  3,231,084 $    662,777 $    317,149 $ 50,450,496

 
                                             1994
    Fixed         C&K         Equity      Advisers     Mortgage
  Income Fund   Stock Fund      Fund         Fund         Fund        Total
Investment income:

 Cash dividends on
 investment in common
 stock of Crompton &
 Knowles Corporation and
 interest on short-term
 investments
$     4,357   $    879,230  $    4,847   $    1,583   $    652    $   890,669

 Realized gain on sale
 of investments and
 withdrawals
       -        1,242,744        -            -            -        1,242,744


 Interest earned - Hartford
 Life Insurance Company
 group annuity
 contract
     949,787        -            -            -            -          949,787

 Net investment
 income
     954,144    2,121,974        4,847        1,583          652    3,083,200

Increase (decrease) in unrealized
appreciation of
investments
       -      (12,033,946)      25,662      (14,931)      (4,103) (12,027,318)

Contributions:
 Employee
 Rollovers
       1,039        -              221        -            -            1,260
 Employees
     701,355    1,548,111      268,877       94,419       53,431    2,666,193
 Employer - Net of
 forfeitures
       -        1,676,755        -            -            -        1,676,755

Withdrawals and
Distributions
    (972,580)  (2,231,903)    (122,309)     (28,957)     (15,192)  (3,370,941)

Employee interfund
transfers
     750,591   (1,286,569)     416,791      123,419       (4,232)       -

Net increase/(decrease) in 
Plan Equity
for the year
   1,434,549  (10,205,578)     594,089      175,533       30,556   (7,970,851)

Plan Equity at beginning 
of year
  13,629,715   42,681,600    1,817,646      482,592      208,979   58,820,532

Plan Equity at
end of year
$ 15,064,264 $ 32,476,022 $  2,411,735 $    658,125 $    239,535 $ 50,849,681


                                             1993
    Fixed         C&K         Equity      Advisers     Mortgage
  Income Fund   Stock Fund      Fund         Fund         Fund        Total
Investment income:

 Cash dividends on
 investment in common
 stock of Crompton &
 Knowles Corporation and
 interest on short-term
 investments
 $    1,755   $    755,945 $      1,371   $      352   $     288  $   759,711

 Realized gain on sale
 of investments and
 withdrawals
       -         4,614,837        -            -            -       4,614,837


 Interest earned - Hartford
 Life Insurance Company
 group annuity
 contract
     865,918        -             -            -            -         865,918

 Net investment
 income  
     867,673    5,370,782        1,371          352          288    6,240,466

Increase (decrease) in unrealized
appreciation of
investments 
       -       (5,181,885)     206,916       42,937        8,885   (4,923,147)

Contributions:
 Employee
 Rollovers 
      13,566        -            -            -            -           13,566
 Employees
     860,790    1,435,118      207,199       67,839       56,070    2,627,016
 Employer - Net of
 forfeitures
       -        1,617,481        -            -            -        1,617,481

Withdrawals and
Distributions
  (1,684,871)  (5,012,089)     (67,674)     (42,839)      (3,371)  (6,810,844)

Employee interfund
transfers
   1,448,397   (1,605,768)     112,091       48,780       (3,500)       -

Net increase/(decrease) in 
Plan Equity
for the year
   1,505,555   (3,376,361)     459,903      117,069       58,372   (1,235,462)

Plan Equity at beginning 
of year
  12,124,160   46,057,961    1,357,743      365,523      150,607   60,055,994

Plan Equity at
end of year
$ 13,629,715 $ 42,681,600 $  1,817,646 $    482,592 $    208,979 $ 58,820,532


     See accompanying notes to financial statements

EX-99

                  CROMPTON & KNOWLES CORPORATION
                  EMPLOYEE STOCK OWNERSHIP PLAN
                  NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 1995 and 1994    


1.   Basis of Presentation
The accompanying financial statements have been prepared on an
accrual basis.  Securities transactions are recorded on the trade
date, and dividend income is recorded on the ex-dividend date.

2.   Plan Description
The Employee Stock Purchase and Savings Plan was adopted by the
Board of Directors of Crompton & Knowles Corporation (the
"Corporation") on January 27, 1976.  Effective July 1, 1989 the
Board of Directors amended the Plan to convert it into an
Employee Stock Ownership Plan (the "Plan").  The Plan permits an
eligible employee to elect to participate by authorizing a
withholding of an amount equal to 1%, 2%, 3%, 4%, 5% or 6% of
compensation as the basic contribution to the Plan. 
Contributions by the Corporation to the Plan were made at an
amount equal to 66 2/3% of each participating employee's basic
employee contribution to the Plan.

Funds contributed under the Plan are held in a trust fund (the
"Trust") and were invested in five investment funds, the Crompton
& Knowles Stock Fund ("C&K Stock Fund"), the Fixed Income Fund,
the Equity Fund, the Advisers Fund, and the Mortgage Fund.

The C&K Stock Fund is a fund invested entirely in common stock of
Crompton & Knowles Corporation, and contributions by the
Corporation to the Plan are invested in this fund.  The market
value of the common stock is based on quotations from the New
York Stock Exchange.

The Fixed Income Fund is a fund invested under an agreement with
Hartford Life Insurance Company (the "Hartford") pursuant to
which the Hartford guarantees the repayment of principal and the
payment of interest on all amounts on deposit at an effective
annual rate of interest of 6.5% on, and after January 1, 1995,
(6.885% for the period January 1, 1994 through December 31, 1994,
and 7.25% for the period January 1, 1993 through December 31,
1993).

The value of the Fixed Income Fund is based on contributions
invested and reinvested, interest earned, less withdrawals and
distributions.

The Equity Fund is a fund invested under the terms of a group
annuity contract with the Hartford in the Separate Account A,
which is a pooled separate account maintained by the Hartford
with respect to a portion of its assets, in connection with the
contract and other similar contracts issued by the Hartford. 
This fund invests primarily in equity securities such as common
stocks and securities convertible into common stock.  The Equity
Fund is valued based on a unit value as determined by the fund
manager as follows:

                                 12/31/95        12/31/94 
           Unit Value            $126.392         $91.101
           Total Units Held    25,293.156      26,210.454

The related cost of the Equity Fund at December 31, 1995 was
$2,245,895, and $2,060,686 at December 31, 1994.

The Advisers Fund is a fund invested under the terms of a group
annuity contract with the Hartford in the Separate Account V
which is a pooled separate account maintained by the Hartford
with respect to a portion of its assets, in connection with the
contract and other similar contracts issued by the Hartford. 
Assets in the Separate Account V are invested in the HVA Advisers
Fund, Inc.  The Hartford Investment Management Company is an
investment advisor to the fund, and Wellington Management is sub-advisor to
the fund.  This fund invests in common stocks, debt
securities, and money market instruments.  The Advisers Fund is
valued based on a unit of value as determined by the fund manager
as follows:

                                12/31/95        12/31/94 
         Unit Value              $1.708          $1.338
         Total Units Held      378,784.417     484,397.471

The related cost of the Advisers Fund at December 31, 1995 was
$531,228, and $603,983 at December 31, 1994.

The Mortgage Fund is a fund invested under the terms of a group
annuity contract with the Hartford in the Separate Account G
which is a pooled separate account maintained by the Hartford
with respect to a portion of its assets, in connection with the
contract and other similar contracts issued by the Hartford.  The
assets in the Separate Account G are invested solely in the
Hartford GNMA/Mortgage Securities Fund. Inc.  The Hartford
Investment Management Company is an investment advisor to the
fund.  This fund invests in mortgage related securities,
including securities issued by the Government National Mortgage
Association.  The Mortgage Fund is valued based on a unit value
as determined by the fund manager as follows:

                                   12/31/95       12/31/94
           Unit Value               $30.764        $26.623
           Total Units Held      10,065.191      8,936.394

The related cost of the Mortgage Fund at December 31, 1995 was
$269,734, and $233,084 at December 31, 1994.

Assets in any of the five funds may be invested in short term
government or other securities pending permanent investment. 
Earnings on each fund will be reinvested in that fund.

Each participant is permitted to elect to have his basic
contribution invested in any of the five funds in 10% increments. 
As of December 31, 1995 and 1994 the number of participants by
fund were as follows:

                              1995           1994      
     Stock Fund               1,541          1,293
     Fixed Income Fund          994            867
     Equity Fund                503            360
     Advisers Fund              225            128
     Mortgage Fund              142            104

As of the first day of any month, but not more frequently than
once in any six-month period, a participant may elect to transfer
any part of the value of his basic employee account or his
supplemental employee account, which is invested in one of the
funds, to any of the other funds except the Fixed Income Fund and
the Mortgage Fund.  Any such transfer must be in increments of 5%
of the amount invested in the fund  from which the transfer is
being made.

3.   Income Taxes
The Internal Revenue Service has issued a determination letter to
the effect that the Plan as amended through 1994 is a qualified
plan under Section 401(a) of the Internal Revenue Code of 1954
(the Code), as amended.

The Board of Directors of the Corporation amended the Plan,
effective as of July 1, 1989, to convert it to an employee stock
ownership plan.  The amendments to the Plan included both changes
to convert the Plan to an employee stock ownership plan and other
changes required or permitted by the Code.  Management and
counsel believe that these amendments will not effect the
qualified status of the Plan.

It is believed that, in general, the federal income tax
consequences of participation in the Plan under present law will
be as follows:

Participants are not subject to federal income tax on employer
contributions made under the Plan or on income earned by the
Trust until amounts are withdrawn or distributed.  Any withdrawal
from the Plan will be tax free to the extent of the participant's
contributions to the Plan prior to 1987.  If the amount exceeds
such pre-1987 contributions of the participant, the excess will
be treated as being in part a tax free return of the
participant's contribution made to the Plan after 1986 and in
part as a taxable distribution subject to federal income tax at
ordinary rates based on the ratio at the time of withdrawal of
the participant's total contributions after 1986 to the total
value of the participant's accounts.  If the withdrawal or
distribution qualifies as a lump sum distribution, amounts
attributable to participation in a predecessor plan prior to 1974
may qualify for capital gains treatment (phased out over the
years 1987-1991), and the ordinary income portion attributable to
post-1973 participation may be taxed under a special five-year
income averaging provision if the participant is over age 59 1/2
(or a special ten-year income averaging provision if the
participant turned 50 before January 1, 1986).  If a distribution
includes shares of common stock of Crompton & Knowles
Corporation, taxation of any appreciation in the value of such
shares over their cost to the Trust will be deferred until the
later sale or exchange of such shares.  Taxable withdrawals or
distributions after January 1, 1987, in addition to being taxed
as ordinary income will be subject to an additional 10% income
tax unless the withdrawal or distribution is on account of the
death or disability of the participant, is made after he turns
age 59 1/2 or retires after age 55, or is used for certain
deductible medical expenses.  A participant who receives total
distributions from all retirement plans in a single year in
excess of $150,000 ($144,551 in some cases) may be subject to an
excise tax of 15% of the excess amount.

The foregoing is only a brief summary of the tax consequences of
participation in the Plan.  Each participant should consult his
own personal advisor to review the tax consequences of making any
elections under the Plan and to determine his own tax liability.

4.   Participant Vesting
A participant in the Plan is fully vested in all of his accounts
under the Plan upon his death, retirement, disability, or
attainment of age 65 or upon change in control of the
Corporation.  A participant whose employment terminates for any
reason before his death or retirement is entitled to receive l00%
of his own contributions plus earnings thereon and will receive
his employer contribution account plus earnings thereon based
upon a schedule under which the account is 100% vested after five
years of participation in the Plan, or after completion of five
years of service with the Corporation.  The non-vested portion of
the employer contribution account will be forfeited under certain
circumstances and held to reduce future contributions to be made
by the Corporation to the Plan.

5.  Investments
A.  Unrealized appreciation in Crompton & Knowles Corporation
common stock:

                       12/31/95   12/31/94    12/31/93 

Unrealized
apprec. at the
beginning of
the year            $19,773,208  $31,807,154  $36,989,039

Unrealized
apprec. at the
end of the year      12,319,023   19,773,208   31,807,154

Increase/(decrease)
in unrealized
appreciation        $(7,454,185) $(12,033,946) $(5,181,885)

B.   Net purchases (sales) of shares of Crompton & Knowles
Corporation common stock consist of the following:

                       Contributions                   Net
                            And        Sales and    Purchases
                         Purchases    Withdrawals    (Sales)  


     1995
     No. of shares     283,757          151,659         132,098
     Cost amount    $4,307,961       $1,039,233      $3,268,728

     1994
     No. of shares     145,724           86,429          59,295
     Cost amount    $2,446,717          485,144      $1,961,573
 
     1993
     No. of shares     131,841          269,060       (137,219)
     Cost amount    $2,924,833       $1,275,893      $1,648,940


    C. Gain on sale of investments and withdrawals of Crompton &  
       Knowles Common Stock:
                   1995           1994         1993  
     Aggregate
     proceeds   $2,336,353    $1,727,888    $5,890,730

     Aggregate cost
    (FIFO)      1,039,233        485,144     1,275,893

     Net gain  $1,297,120     $1,242,744     $4,614,837


6.  Plan Expenses
Significant costs of Plan administration, which are payable from
the Trust or by the Corporation, are generally paid by the
Corporation.

EX-99

                   INDEPENDENT AUDITORS' REPORT





The Board of Directors
Crompton & Knowles Corporation:


We have audited the accompanying statements of financial condition of Crompton
& Knowles Corporation Employee Stock Ownership Plan (the Plan) as of December
31, 1995 and 1994, and the related statements of income and changes in plan
equity for each of the years in the three-year period ended December 31, 1995. 
These financial statements are the responsibility of the Plan's management. 
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Plan as of December 31,
1995 and 1994, and the income and changes in plan equity for each of the years
in the three-year period ended December 31, 1995 in conformity with generally
accepted accounting principles.


                                                                               
                                                /s/ KPMG Peat Marwick LLP


Stamford, Connecticut
March 15, 1996