SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                             FORM 10-Q      

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE           
SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended September 27, 1997

                                 OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE          
SECURITIES EXCHANGE ACT OF 1934

           Commission File Numbers 0-25586 and 33-66740           

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

           DELAWARE                        06-1258925
   (State or other jurisdiction of      (I.R.S. Employer
    incorporation or organization)     Identification No.)

                 UNIROYAL CHEMICAL COMPANY, INC.                 
      (Exact name of registrant as specified in its charter)

          NEW JERSEY                       06-1148490
   (State or other jurisdiction of      (I.R.S. Employer
    incorporation or organization)     Identification No.)

BENSON ROAD
MIDDLEBURY, CONNECTICUT                           06749
(Address of principal executive offices)        (Zip Code)

Registrants' telephone number, including area code - (203) 573-2000

Indicate by check mark whether the registrants (1) have 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 
registrants were required to file such reports), and (2) have been subject to 
such filing requirements for the past 90 days.

         Yes    X                              No
              -----                               -----
Indicate the number of shares outstanding of each of the issuers' classes of 
common stock, as of November 19, 1997:

Uniroyal Chemical Corporation:      100 shares of Common Stock;
Uniroyal Chemical Company, Inc.:    100 shares of No Class Common Stock.


Registrants meet the conditions set forth in General Instruction (H)(1)(a) and 
(b) of Form 10-Q and are therefore filing this Form with the reduced 
disclosure format.

<PAGE>    
THE REGISTRANTS ARE NOT REQUIRED BY SECTION 13 OR 15(D) OF THE SECURITIES 
EXCHANGE ACT OF 1934 TO FILE THIS REPORT, WHICH IS BEING FILED TO COMPLY WITH 
CERTAIN PROVISIONS OF THE INDENTURES APPLICABLE TO THREE SERIES OF OUTSTANDING 
PUBLIC DEBT OF UNIROYAL CHEMICAL CORPORATION AND ONE SERIES OF SUCH DEBT OF 
UNIROYAL CHEMICAL COMPANY, INC.  UNIROYAL CHEMICAL CORPORATION IS A 
WHOLLY-OWNED SUBSIDIARY OF CROMPTON & KNOWLES CORPORATION.  UNIROYAL CHEMICAL 
COMPANY, INC. IS A WHOLLY-OWNED SUBSIDIARY OF UNIROYAL CHEMICAL CORPORATION.

     *   *   *   *   *   *   *   *   *   *   *   *   *   *   *           
         
                   UNIROYAL CHEMICAL CORPORATION  
                  UNIROYAL CHEMICAL COMPANY, INC.
                             FORM 10-Q
                FOR THE QUARTER ENDED September 27, 1997

                                INDEX



 


PART I - FINANCIAL INFORMATION                              

Item 1 - Condensed Financial Statements and Accompanying Notes

   Consolidated Statements of Operations (unaudited) for the
   Quarters and Nine Months Ended September 27, 1997 and September 28, 1996     
   
   Consolidated Balance Sheets - September 27, 1997 (unaudited)
   and December 28, 1996
       Uniroyal Chemical Corporation                           
       Uniroyal Chemical Company, Inc.                         

   Consolidated Statements of Cash Flows (unaudited) for the
   Nine Months Ended September 27, 1997 and September 28, 1996            

   Notes to Consolidated Financial Statements - Quarter ended
   September 27, 1997 (unaudited)        


Item 2 -- Management's Discussion and Analysis of Financial                
        Condition and Results of Operations                                 


PART II - OTHER INFORMATION

Item 6 -- Exhibits and Reports on Form 8-K                     

Signatures                                                     

*Exhibit 10 - Second Amended and Restated Lease Agreement

*Exhibit 27 -- Financial Data Schedule


*  A copy of these Exhibits are annexed to this report on Form 10-Q provided 
to the Securities and Exchange Commission.
                                   






                                     

<PAGE>
UNIROYAL CHEMICAL CORPORATION                           UNAUDITED
UNIROYAL CHEMICAL COMPANY, INC.
Consolidated Statements of Operations
Quarters and nine months ended September 27, 1997 and September 28, 1996
(In thousands of dollars)




                         Quarters Ended     Nine Months Ended  
                       ------------------  ------------------
                       Sept. 27, Sept. 28, Sept. 27, Sept. 28, 
                       1997      1996      1997      1996   
                       --------  --------  --------  --------

Net sales              $289,801  $303,575  $921,497  $901,266               

Cost of products sold   172,129   184,115   554,856   545,089
Selling, general and
  administrative         42,251    43,961   126,217   129,020
 Depreciation and 
  amortization           15,982    17,067    47,737    51,289
 Research and 
  development             9,863    10,648    29,555    30,152
Severance and 
  other costs            10,000      -       10,000      -    
Special environmental
  provision              13,500    30,000    13,500    30,000 
Merger and related                                              
  costs                    -       52,579      -       52,579 
                       --------  --------  --------  -------- 
Operating profit (loss)  26,076   (34,795)  139,632    63,137
Interest                 23,377    26,418    72,713    80,114
Other income            (27,773)     (337)  (27,066)     (165)
                       --------  --------  --------  --------
Earnings  (loss) before 
  income taxes and 
  extraordinary loss     30,472   (60,876)   93,985   (16,812)

Income taxes             11,605   (11,182)   35,740     6,532
                       --------  --------  --------  --------
Earnings (loss) before 
  extraordinary loss     18,867   (49,694)   58,245   (23,344)

Extraordinary loss 
  on early 
  extinguishment of
  debt                   (1,619)     -       (2,846)     (441)
                       --------  --------  --------  --------
Net earnings (loss)    $ 17,248  $(49,694) $ 55,399  $(23,785)
                       ========  ========  ========  ========


     See accompanying notes to consolidated financial statements 
<PAGE>
UNIROYAL CHEMICAL CORPORATION        SEPTEMBER 27, 1997 UNAUDITED
Consolidated Balance Sheets
September 27, 1997 and December 28, 1996
(In thousands of dollars)

                                    Sept. 27,       Dec. 28,
                                      1997           1996
                                  ------------   ------------
ASSETS
CURRENT ASSETS
Cash                                $    8,505     $   21,015
Accounts receivable                    196,776        137,238
Inventories                            186,380        202,762
Other current assets                    59,924         60,848
                                  ------------   ------------
  Total current assets                 451,585        421,863

NON-CURRENT ASSETS
Property, plant and equipment          348,950        367,962
Cost in excess of acquired net
 assets                                124,331        128,155
Other intangible assets                 80,241         91,782
Other assets                            94,764        123,545
                                  ------------   ------------
                                    $1,099,871     $1,133,307
                                  ============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current installments of long-term
 debt                               $     -        $      731
Notes payable                            2,113          8,595
Accounts payable                        78,596         97,909
Accrued expenses                       104,687         87,045
Income taxes payable                    29,881         24,969
Other current liabilities                6,978            268
                                  ------------   ------------
  Total current liabilities            222,255        219,517

NON-CURRENT LIABILITIES
Long-term debt                         865,860        925,982
Accrued postretirement 
 liability                             144,886        174,025
Other liabilities                      151,711        150,615

STOCKHOLDERS' EQUITY (DEFICIT)
Additional paid-in capital             172,822        172,822
Accumulated deficit                   (425,008)      (480,407)
Accumulated translation adjustment     (29,895)       (25,534)
Pension liability adjustment            (2,760)        (3,713)
                                  ------------   ------------
  Total stockholders' deficit         (284,841)      (336,832)
                                  ------------   ------------
                                    $1,099,871     $1,133,307
                                  ============   ============
    See accompanying notes to consolidated financial statements

UNIROYAL CHEMICAL COMPANY, INC.      SEPTEMBER 27, 1997 UNAUDITED
Consolidated Balance Sheets
September 27, 1997 and December 28, 1996
(In thousands of dollars)
                                
                                    Sept. 27,       Dec. 28,
                                      1997           1996
                                  ------------   ------------
ASSETS
CURRENT ASSETS
Cash                                $    8,505     $   21,015
Accounts receivable                    196,776        137,238
Inventories                            186,380        202,762
Other current assets                    59,924         60,848
                                  ------------   ------------
  Total current assets                 451,585        421,863

NON-CURRENT ASSETS
Property, plant and equipment          348,950        367,962
Cost in excess of acquired net
 assets                                124,331        128,155
Other intangible assets                 80,241         91,782
Other assets                            94,764        123,545
                                  ------------   ------------
                                    $1,099,871     $1,133,307
                                  ============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current installments of long-term
 debt                               $     -        $      731
Notes payable                            2,113          8,595
Accounts payable                        78,596         97,909
Accrued expenses                       104,687         87,045
Income taxes payable                    29,881         24,969
Other current liabilities                6,978            268
                                  ------------   ------------
  Total current liabilities            222,255        219,517

NON-CURRENT LIABILITIES
Long-term debt                         865,860        925,982
Accrued postretirement 
 liability                             144,886        174,025
Other liabilities                      151,711        150,615

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock                                 1              1
Additional paid-in capital             174,504        174,504
Accumulated deficit                   (426,691)      (482,090)
Accumulated translation adjustment     (29,895)       (25,534)
Pension liability adjustment            (2,760)        (3,713)
                                  ------------   ------------
  Total stockholders' deficit         (284,841)      (336,832)
                                  ------------   ------------
                                    $1,099,871     $1,133,307
                                  ============   ============
    See accompanying notes to consolidated financial statements

UNIROYAL CHEMICAL CORPORATION                           UNAUDITED
UNIROYAL CHEMICAL COMPANY, INC.
Consolidated Statements of Cash Flows
Nine months ended September 27, 1997 and September 28, 1996
(In thousands of dollars)




                                    Sept. 27,      Sept. 28,
                                      1997           1996
                                  ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)                   $ 55,399       $(23,785)
Adjustments to reconcile net earnings
  (loss) to net cash provided by
  operations:
  Depreciation and amortization         47,737         51,289
  Non-cash interest                     10,541         12,515
  Deferred income taxes                 21,305        (10,598)
  Changes in assets and liabilities,
   net                                 (51,514)        61,160
                                  ------------   ------------
Net cash provided by operations         83,468         90,581

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                 (19,650)       (20,275)
  Other investing activities               675         (2,483)
                                  ------------   ------------
Net cash used by investing
 activities                            (18,975)       (22,758)

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on long-term
   borrowings                          (70,866)       (31,252)
  Payments on short-term
   borrowings                           (5,901)       (39,672) 
  Other financing activities              -             2,024
                                  ------------   ------------
Net cash used by financing 
 activities                            (76,767)       (68,900)

CASH
  Effect of exchange rates on cash        (236)           649
                                  ------------   ------------
  Change in cash                       (12,510)          (428)
  Cash at beginning of period           21,015         16,043
                                  ------------   ------------
  Cash at end of period               $  8,505       $ 15,615
                                  ============   ============
     See accompanying notes to consolidated financial statements    

UNIROYAL CHEMICAL CORPORATION
UNIROYAL CHEMICAL COMPANY, INC.
Notes to Unaudited Consolidated Financial Statements
Quarter Ended September 27, 1997

1.  Presentation of Consolidated Financial Statements

    Uniroyal Chemical Corporation ("UCC") is a wholly-owned subsidiary of 
Crompton & Knowles Corporation.  It is dependent on cash flow from Uniroyal 
Chemical Company, Inc. ("Uniroyal Chemical") and its subsidiaries.  
Accordingly, the consolidated financial statements of Uniroyal Chemical set 
forth herein are presented on a basis of accounting which reflects all of the 
adjustments to account for the acquisition of Uniroyal Chemical by UCC and all 
of the operations (primarily interest expense), assets and liabilities of 
UCC.  Herein, UCC and Uniroyal Chemical, collectively, are referred to as the 
"Companies".

    The information included in the foregoing consolidated financial 
statements is unaudited but reflects all adjustments which are, in the opinion 
of management, necessary for a fair statement of the results for the interim 
periods presented.  It is suggested that the interim consolidated financial 
statements be read in conjunction with the consolidated financial statements 
and notes included in the Companies' fiscal 1996 Form 10-K.

    Included in accounts receivable are allowances for doubtful accounts of 
$5.2 million in 1997 and $3.7 million at December 28, 1996.

    Accumulated depreciation amounted to $290.4 million at September 27, 1997 
and $262.4 million at Dec. 28, 1996.

    Accumulated amortization of cost in excess of acquired net assets was 
$29.6 and $26.5 million and accumulated amortization of other intangible 
assets was $117.7 and $106.7 million at September 27, 1997 and December 28, 
1996, respectively.

    Cash payments for the nine months ended September 27, 1997 and September 
28, 1996 include interest payments of $55.6 and $63.1 million and income tax 
payments of $10.8 and $8.2 million, respectively.
<PAGE>
2.  Inventories

    Components of inventories are as follows:

                                       Sept. 27,       Dec. 28,
                                         1997            1996
                                     ------------   ------------

(In thousands)
Finished goods                            $135,406       $148,552
Work in process                              7,730          9,296 
Raw materials and supplies                  43,244         44,914
                                      ------------   ------------
                                          $186,380       $202,762  
                                      ============   ============

3.  Environmental and Other Matters

    The Companies are involved in claims, litigation, administrative 
proceedings and investigations of various types in a number of jurisdictions.  
A number of such matters involve claims for a material amount of damages and 
relate to or allege environmental liabilities, including clean-up costs 
associated with hazardous waste disposal sites, natural resource damages, 
property damage and personal injury.  Uniroyal Chemical and some of its 
subsidiaries have been identified by federal, state or local governmental 
agencies, and by other potentially responsible parties (each a "PRP") under 
the Comprehensive Environmental Response, Compensation and Liability Act of 
1980, as amended, or comparable state statutes, as a PRP with respect to costs 
associated with waste disposal sites at various locations in the United 
States. In addition, Uniroyal Chemical is involved with environmental 
remediation and compliance activities at some of its current and former sites 
in the United States and abroad.

    Each quarter, Uniroyal Chemical evaluates and reviews estimates for future 
remediation and other costs to determine appropriate environmental reserve 
amounts. For each site, a determination is made of the specific measures that 
are believed to be required to remediate the site, the estimated total cost to 
carry out the remediation plan, the portion of the total remediation costs to 
be borne by Uniroyal Chemical and the anticipated time frame over which 
payments toward the remediation plan will occur.  During the quarter, Uniroyal 
Chemical recorded a special environmental provision of $13.5 million and as of 
September 27, 1997, Uniroyal Chemical's reserves for environmental remediation 
activities totaled $101.5 million.  These estimates may subsequently change 
should additional sites be identified, circumstances change with respect to 
any site, the interpretation of current laws and regulations be modified or 
additional environmental laws and regulations be enacted.

    Uniroyal Chemical intends to assert all meritorious legal defenses and all 
other equitable factors which are available to it with respect to the above 
matters. Uniroyal Chemical believes that the resolution of these environmental 
matters will not have a material adverse effect on the consolidated financial 
position of Uniroyal Chemical.  While Uniroyal Chemical believes it is 
unlikely, the resolution of these environmental matters could have a material 
adverse effect on its consolidated results of operation in any given year if a 
significant number of these matters are resolved unfavorably.

Other Income

    The U.S. Department of the Army has funded certain costs related to 
postretirement medical and life insurance benefits of retirees of Uniroyal 
Chemical who worked at the Joliet Army Ammunition Plant in Joliet, Illinois.  
These costs were previously accrued by Uniroyal Chemical as a result of 
adopting FASB Statement No. 106 "Employers' Accounting for Postretirement 
Benefits Other Than Pensions".  Uniroyal Chemical operated the plant for the 
Army on a cost reimbursement basis from the 1940's until 1993. The funds are 
held in trust in satisfaction of the government's liabilities to reimburse 
Uniroyal Chemical for these costs.  At the same time, the government waived 
its claim to certain funds held in pension trusts for the benefit of these 
Joliet retirees.  The resulting pretax gain amounted to $28 million, and is 
included in other income in the consolidated statement of operations. 

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


   The response to this item has been limited to an analysis of the results of 
operations for the nine months ended September 27, 1997 as compared with the 
nine months ended September 28, 1996 as Registrants meet the conditions set 
forth in General Instruction (H)(1)(a) and (b) of Form 10-Q.  

Nine Months Results

Overview

   Consolidated net sales of $921.5 million for the first nine months of 
September 27, 1997 increased 2% from the comparable period in 1996. The 
increase resulted primarily from increased unit volume of 4% offset by lower 
foreign currency translation of 1% and lower pricing of 1%.  International 
sales, including U.S. exports, decreased slightly as a percentage of total 
sales to 43% from 44% for the first nine months of 1996. 

   Net earnings before extraordinary losses on early extinguishment of debt 
increased 48% to $58.2 million.  This compares with $39.4 million for the 
prior year before merger and related costs of $52.6 million ($44.3 million 
after-tax) and a special environmental provision of $30.0 million ($18.5 
million after-tax).  Net earnings were $55.4 million compared to a loss of 
$23.8 million in 1996. 

   Gross margin as a percentage of net sales increased slightly to 39.8% from 
39.5% for the first nine months of 1996.  Consolidated operating profit, 
before special charges of $23.5 million in 1997 and $82.6 million in 1996, 
increased 12% to $163.1 million from $145.7 million in the prior year. 

Sales by Major Product Line

   Chemicals and polymers sales of $374.2 million were essentially unchanged 
from the first nine months of 1996.  Unit volume was higher by 5%, but was 
offset by lower pricing of 4% and lower foreign currency translation of 1%.  
Sales of rubber chemicals were lower than 1996 primarily due to lower 
pricing.  EPDM and nitrile rubber sales increased primarily as a result of 
higher unit volume.

   Crop protection sales of $311.1 million increased 2% from the comparable 
1996 period.  The increase was primarily attributable to higher unit volume. 

   Specialties sales of $235.2 million increased 6% from the nine month period 
of 1996, primarily due to increased unit volume for urethane prepolymers and 
specialty additives.
 
Other

   Selling, general and administrative expenses of $126.2 million decreased 2% 
versus the comparable period in 1996 due primarily to planned cost reductions 
and lower foreign currency translation. Depreciation and amortization of $47.7 
million decreased 7% versus the 1996 period as a result of certain assets 
becoming fully depreciated or amortized. Research and development costs of 
$29.6 million decreased 2% from the comparable period in 1996. Special charges 
totaled $23.5 million for the first nine months of 1997.  The environmental
charge of $13.5 million reflects Uniroyal Chemical's current estimate of
additional requirements for future remediation costs.  The charge for severance
and other costs of $10.0 million includes severance costs of $4.9 million
relating to planned workforce reductions and other costs of $5.1 million
relating primarily to certain product liability claims and costs associated
with the implementation of SAP software.  Interest expense of $72.7 million
decreased 9% from 1996 due primarily to lower levels of indebtedness. Other
income includes a gain of $28 million relating to a settlement with the U.S.
Department of the Army. The effective tax rate of 38.0% decreased versus 40.0%
in the comparable period in 1996.  The rate in 1996 excludes the impact of
merger and related costs and a special charge for environmental costs.

PART II - OTHER INFORMATION

     *10.  Second Amended and Restated Lease Agreement between
           Middlebury Partnership, as Lessor, and Uniroyal
           Chemical Company, Inc., as Lessee, Dated as of August 28, 1997

     *27.  Financial data schedule

*  A copy of these Exhibits are annexed to this report on Form 10-Q provided 
to the Securities and Exchange Commission.

                               
                                   SIGNATURES


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



                                  UNIROYAL CHEMICAL CORPORATION
                                  UNIROYAL CHEMICAL COMPANY, INC.
                                            (Registrants)



Date:  November 25, 1997           By /s/   Charles J. Marsden
      ------------------                 ------------------------
                                            Vice President and
                                      Chief Financial Officer and  
                                               Director
                                    (Principal Financial Officer)