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 June 28, 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 August 22, 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.

     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 June 28, 1997

                                INDEX



 


PART I - FINANCIAL INFORMATION                              

Item 1   Condensed Financial Statements and Accompanying Notes

   Consolidated Statements of Earnings (unaudited) for the
   Quarters and Six Months Ended June 28, 1997 and June 30, 1996  
         
   Consolidated Balance Sheets   June 28, 1997 (unaudited)
   and December 28, 1996
       Uniroyal Chemical Corporation                           
       Uniroyal Chemical Company, Inc.                         

   Consolidated Statements of Cash Flows (unaudited) for the
   Six Months Ended June 28, 1997 and June 30, 1996            

   Notes to Consolidated Financial Statements - Quarter ended     
   June 28, 1997 (unaudited)        


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



PART II - OTHER INFORMATION

Item 1   Legal Proceedings

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

Signatures                                                     

*Exhibit 4 -- $600,000,000 Second Amended and Restated Credit
              Agreement

*Exhibit 27 -- Financial Data Schedule


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




                                     

UNIROYAL CHEMICAL CORPORATION                           UNAUDITED
UNIROYAL CHEMICAL COMPANY, INC.
Consolidated Statements of Earnings
Quarters and six months ended June 28, 1997 and June 30, 1996
(In thousands of dollars)




                         Quarters Ended     Six Months Ended  
                       ------------------  ------------------
                       Jun. 28,  Jun. 30,  Jun. 28,  Jun. 30,     
                       1997      1996      1997      1996   
                       --------  --------  --------  --------

Net sales              $323,813  $302,063  $631,696  $597,691     
         

Cost of products sold   195,041   180,032   382,727   360,974
Selling, general and
  administrative         43,177    43,540    83,965    85,059
Depreciation and 
  amortization           15,931    17,640    31,755    34,222
Research and 
  development             9,872     9,922    19,693    19,504
                       --------  --------  --------  -------- 
Operating profit         59,792    50,929   113,556    97,932
Interest expense         24,579    26,742    49,336    53,696
Other expense 
  (income)                  634      (400)      707       172
                       --------  --------  --------  --------
Earnings before 
  income taxes and 
  extraordinary loss     34,579    24,587    63,513    44,064

Income taxes             13,140     9,923    24,135    17,714
                       --------  --------  --------  --------
Earnings before 
  extraordinary loss     21,439    14,664    39,378    26,350

Extraordinary loss 
  on early 
  extinguishment of
  debt                   (1,227)     (137)   (1,227)     (441)
                       --------  --------  --------  --------
Net earnings           $ 20,212  $ 14,527  $ 38,151  $ 25,909
                       ========  ========  ========  ========


     See accompanying notes to consolidated financial statements  
  

UNIROYAL CHEMICAL CORPORATION            JUNE 28, 1997 UNAUDITED
Consolidated Balance Sheets
June 28, 1997 and December 28, 1996
(In thousands of dollars)

                                    Jun. 28,       Dec. 28,
                                      1997           1996
                                  ------------   ------------
ASSETS
CURRENT ASSETS
Cash                                $   21,415     $   21,015
Accounts receivable                    171,329        137,238
Inventories                            197,028        202,762
Other current assets                    58,705         60,848
                                  ------------   ------------
  Total current assets                 448,477        421,863

NON-CURRENT ASSETS
Property, plant and equipment          353,991        367,962
Costs in excess of acquired net
 assets                                125,491        128,155
Other intangible assets                 84,008         91,782
Other assets                           109,990        123,545
                                  ------------   ------------
                                    $1,121,957     $1,133,307
                                  ============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current installments of long-term
 debt                               $     -        $      731
Notes payable                            2,973          8,595
Accounts payable                        91,619         97,909
Accrued expenses                        92,286         87,045
Income taxes payable                    31,132         24,969
Other current liabilities                6,105            268
                                  ------------   ------------
  Total current liabilities            224,115        219,517

NON-CURRENT LIABILITIES
Long-term debt                         881,840        925,982
Accrued postretirement 
 liability                             173,353        174,025
Other liabilities                      143,435        150,615

STOCKHOLDERS' EQUITY (DEFICIT):
Additional paid-in capital             172,822        172,822
Accumulated deficit                   (442,256)      (480,407)
Cumulative translation adjustment      (28,592)       (25,534)
Pension liability adjustment            (2,760)        (3,713)
                                  ------------   ------------
  Total stockholders' deficit         (300,786)      (336,832)
                                  ------------   ------------
                                    $1,121,957     $1,133,307
                                  ============   ============



     See accompanying notes to consolidated financial statements

UNIROYAL CHEMICAL COMPANY, INC.          JUNE 28, 1997 UNAUDITED
Consolidated Balance Sheets
June 28, 1997 and December 28, 1996
(In thousands of dollars)
                                
                                    Jun. 28,       Dec. 28,
                                      1997           1996
                                  ------------   ------------
ASSETS
CURRENT ASSETS
Cash                                $   21,415     $   21,015
Accounts receivable                    171,329        137,238
Inventories                            197,028        202,762
Other current assets                    58,705         60,848
                                  ------------   ------------
  Total current assets                 448,477        421,863

NON-CURRENT ASSETS
Property, plant and equipment          353,991        367,962
Costs in excess of acquired net
 assets                                125,491        128,155
Other intangible assets                 84,008         91,782
Other assets                           109,990        123,545
                                  ------------   ------------
                                    $1,121,957     $1,133,307
                                  ============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current installments of long-term
 debt                               $     -        $      731
Notes payable                            2,973          8,595
Accounts payable                        91,619         97,909
Accrued expenses                        92,286         87,045
Income taxes payable                    31,132         24,969
Other current liabilities                6,105            268
                                  ------------   ------------
  Total current liabilities            224,115        219,517

NON-CURRENT LIABILITIES
Long-term debt                         881,840        925,982
Accrued postretirement
 liability                             173,353        174,025
Other liabilities                      143,435        150,615

STOCKHOLDERS' EQUITY (DEFICIT):
Common stock                                 1              1
Additional paid-in capital             174,504        174,504
Accumulated deficit                   (443,939)      (482,090)
Cumulative translation adjustment      (28,592)       (25,534)
Pension liability adjustment            (2,760)        (3,713)
                                   ------------   ------------
  Total stockholders' deficit         (300,786)      (336,832)
                                   ------------   ------------
                                    $1,121,957     $1,133,307
                                  ============   ============



     See accompanying notes to consolidated financial statements


UNIROYAL CHEMICAL CORPORATION                           UNAUDITED
UNIROYAL CHEMICAL COMPANY, INC.
Consolidated Statements of Cash Flows
Six months ended June 28, 1997 and June 30, 1996
(In thousands of dollars)




                                    Jun. 28,       Jun. 30,
                                      1997           1996
                                  ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings                          $ 38,151       $ 25,909
Adjustments to reconcile net earnings
  to net cash provided by operations:
  Depreciation and amortization         31,755         34,222
  Non-cash interest                      6,946          8,362
  Deferred income taxes                 11,625          5,760
  Changes in assets and liabilities,
   net                                 (20,545)        (5,705)
                                  ------------   ------------
Net cash provided by operations         67,932         68,548

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                 (12,726)       (13,283)
  Other investing activities               682         (2,524)
                                  ------------   ------------
Net cash used by investing
 activities                            (12,044)       (15,807)

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on long-term
   borrowings                          (49,827)       (29,840)
  Payments on short-term
   borrowings                           (5,157)        (6,550) 
  Other financing activities              -               293
                                  ------------   ------------
Net cash used by financing 
 activities                            (54,984)       (36,097)

CASH
  Effect of exchange rates on cash        (504)        (1,444)
                                  ------------   ------------
  Change in cash                           400         15,200
  Cash at beginning of period           21,015         16,043
                                  ------------   ------------
  Cash at end of period               $ 21,415       $ 31,243
                                  ============   ============
     See accompanying notes to consolidated financial statements  
 

UNIROYAL CHEMICAL CORPORATION
UNIROYAL CHEMICAL COMPANY, INC.
Notes to Unaudited Consolidated Financial Statements
Quarter Ended June 28, 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
(consisting only of normal, recurring 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.

    Certain amounts in the accompanying consolidated financial
statements have been reclassified to conform to the current year
presentation.

    Included in accounts receivable are allowances for doubtful
accounts of $5.1 million in 1997 and $3.7 million at December 28,
1996.

    Accumulated depreciation amounted to $280.8 million at June
28, 1997 and $262.4 million at Dec. 28, 1996.

    Accumulated amortization of costs in excess of acquired net
assets was $28.6 and $26.5 million and accumulated amortization
of other intangible assets was $114.0 and $106.7 million at June
28, 1997 and December 28, 1996, respectively.

    Cash payments for the six months ended June 28, 1997 and June
30, 1996 include interest payments of $42.1 and $47.8 million and
income tax payments of $7.0 and $6.4 million, respectively.

2.  Inventories

    Components of inventories are as follows:

                                        June 28,       Dec. 28,
                                          1997           1996
                                      ------------   ------------

(In thousands)

Finished goods                            $147,183       $148,552
Work in process                              7,384          9,296
Raw materials and supplies                  42,461         44,914
                                      ------------   ------------
                                          $197,028       $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.  As of June 28, 1997, Uniroyal Chemical's
reserves for environmental remediation activities totaled $90.6
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.

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 six months ended June 28, 1997
as compared with the six months ended June 30, 1996 as
Registrants meet the conditions set forth in General Instruction
(H)(1)(a) and (b) of Form 10-Q.  

Six Months Results

Overview

   Consolidated net sales of $631.7 million for the first six
months of June 28, 1997 increased 6% from the comparable period
in 1996. The increase resulted primarily from improved unit
volume of 8% offset equally by lower pricing and foreign currency
translation. Net earnings before extraordinary losses on early
extinguishment of debt increased 49% to $39.4 million compared to
$26.4 million for the comparable 1996 period. Gross margin as a
percentage of net sales decreased slightly to 39.4% from 39.6%
for the first six months of 1996.  Consolidated operating profit
increased 16% to $113.6 million as a result of higher unit volume
and lower operating costs.

Sales by Major Product Line

   Chemicals and Polymers sales of $253.9 million rose 2% from
the first six months of 1996.  Unit volume was higher by 6%, but
was offset in part by lower pricing of 3% 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 attributable to higher unit
volume offset in part by lower pricing.

Crop Protection sales of $219.7 million increased 9% from the
comparable 1996 period primarily attributable to higher unit
volume.  Sales increases for miticides in the U.S. and strong
demand for insecticides and fungicides worldwide contributed to
the improvement. 

   Specialties sales of $157.6 million increased 9% from the six-month
period of 1996 primarily due to increased unit volume for
urethane prepolymers and additives for plastics and lubricants.
 
Other

   Selling, general and administrative expenses of $84.0 million
decreased 1% versus the comparable period in 1996 due to planned
cost reductions offset by inflation and increased spending to
support a higher sales level. Depreciation and amortization of
$31.8 million decreased 7% versus the 1996 period as a result of
certain assets becoming fully depreciated or amortized. Research
and development costs of $19.7 million increased slightly from
$19.5 million in 1996. Interest expense of $49.3 million decreased 8%
from the comparable period in 1996 due to lower levels of
indebtedness. Other expense of $707 thousand increased from $172
thousand in 1996. The effective tax rate of 38.0% decreased from
40.2% in the comparable 1996 period.

PART II - OTHER INFORMATION

Item 1   Legal Proceedings

     (i)  Uniroyal Chemical manufactures nitrile rubber at its
Painesville, Lake County, Ohio plant (the "Painesville Plant"). 
The Painesville Plant pretreats and discharges its process
wastewater to the Lake County sanitary sewer system for treatment
at Lake County's Greater Mentor Wastewater Treatment Plant
("GMWTP").  On June 15, 1993, Lake County submitted to the State
of Ohio Environmental Protection Agency ("Ohio EPA") a proposed
Local Limit aimed at regulating the amount of substances which
absorb at 230 nanometers that are discharged in wastewater to the
GMWTP.  One of the principal ingredients in the Painesville
Plant's nitrile rubber manufacturing process, which is known as
Tamol, absorbs at 230 nanometers.  Lake County claims that Tamol
interferes with the treatment process at the GMWTP and causes the
GMWTP to violate the 30-day average total suspended solids and
total phosphorus limits in its NPDES permit.

          Ohio EPA approved the Local Limit on March 9, 1994. 
The Painesville Plant appealed Ohio EPA's approval of the Local
Limit to the Ohio Environmental Board of Review (the "EBR"). 
Beginning in July 1996, Lake County began issuing Notices of
Violation and assessing $1,000 per day administrative fines for
the Painesville Plant's violation of the Local Limit.  From July
1996 through April 30, 1997, Lake County has assessed against the
Painesville Plant a total of $266,000 in administration fines. 
In addition, Lake County has ordered Uniroyal Chemical to
reimburse it for $106,295 in fines Lake County has paid the State
of Ohio for the GMWTP's violations of its NPDES permit.  The
Painesville Plant appealed Lake County's Reimbursement Order and
its initial assessment of administrative fines to the Lake County
Court of Common Pleas.
          
          In September 1996, the Painesville Plant submitted to
Lake County a proposed schedule for achieving compliance with the
Local Limit.  Since December 1996, the Painesville Plant, Lake
County and Ohio EPA have been negotiating in an effort to settle
the above-described disputes.  Since the parties commenced
settlement negotiations in December 1996, all legal proceedings
concerning the above-described matters have been stayed
voluntarily by agreement of the parties.
          
     (ii) Reference is made to page 4 of the Registrants' 1996
Annual Report on Form 10-K for information pertaining to the
Vertac Chemical Corporation site in Jacksonville, Arkansas.  On
May 21, 1997, the Court (a) ruled that the Registrants'
subsidiary, Uniroyal Chemical Ltd., is jointly and severally
liable with Hercules and Vertac for the contamination of the
Vertac plant site and the remediation costs associated with that
contamination; (b) sustained the jury's finding in favor of
Uniroyal Chemical Ltd. on its contribution claim against
Hercules; (c) reversed the jury's finding that Hercules was not
entitled to contribution from Uniroyal Chemical Ltd.; and (d)
reversed the jury's finding that the damages at the site which
were caused by Uniroyal Chemical Ltd. were divisible.  As no
party to the decision has sought any interlocutory appeal, it is
anticipated that discovery within the allocation phase of the
proceedings will begin within the next three months.  In an
action filed by several individuals seeking natural resource
damages, Uniroyal Chemical Ltd. filed a Motion to Dismiss and the
plaintiffs voluntarily withdrew the action, without prejudice. 
In addition, the State of Arkansas has commenced an action for
natural resource damages which is currently pending in the State
court, but Uniroyal Chemical Ltd. has not been named a party in
that action.

Item 6 - Exhibits and reports on Form 8-K

(a)   Exhibits

     *4.   $600,000,000 Second Amended and Restated Credit
Agreement dated as of July 25, 1997, by and among Crompton &
Knowles Corporation and certain of its subsidiaries (including
Uniroyal Chemical), as Borrowers, and various lenders, and
Citicorp USA, Inc., as Agent and The Chase Manhattan Bank as
Managing Agent.

     *27.  Financial data schedule

*  A copy of this Exhibit is annexed to this report on Form 10-Q
as 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:  August 27, 1997             By /s/      Charles J. Marsden
      -----------------             -----------------------------
                                          Vice President and
                                     Chief Financial Officer and  
                                             Director
                                    (Principal Financial Officer)