EXHIBIT 2.9






                    CERTIFICATE OF MERGER

                             OF
 
                 UNIROYAL CHEMICAL CORPORATION

                        WITH AND INTO

                 UNIROYAL CHEMICAL COMPANY, INC.


Pursuant to Section 14A:120-5.1 of the Business Corporation Act
of the State of New Jersey



     Pursuant to Section 14A:10-5.1 of the Business Corporation
Act of the State of New Jersey, the undersigned corporation,
Uniroyal Chemical Corporation ("the Corporation"), a Delaware
Corporation executes this Certificate of Merger in connection
with its merger with and into its wholly owned subsidiary,
Uniroyal Chemical Company, Inc. ("the Merger"). 

     First.  The names and states of incorporation of the merged
corporations are Uniroyal Chemical Corporation, a Delaware
Corporation, and Uniroyal Chemical Company, Inc. a New Jersey
Corporation.

     Second.  The name of the corporation surviving the merger is
Uniroyal Chemical Company, Inc. ("the Surviving Corporation").

     Third.  The following Plan of Merger was approved by the
written consent of the board of directors of the Corporation on
the 4th day of December, 1998.


                         PLAN OF MERGER

      Plan of Merger dated this 4th day of December, 1998,
pursuant to Section 14A:10-5.1 of the Business Corporation Act of
the State of New Jersey, and Section 253 of the General
Corporation Law of the State of Delaware ("the GCL"), for the
merger of Uniroyal Chemical Corporation ("the Corporation"), a
Delaware corporation with and into Uniroyal Chemical Company,
Inc. ("UCCI"), a New Jersey corporation, with UCCI the surviving
corporation ("the Surviving Corporation").

     1.     The corporations purposing to merge are Uniroyal
Chemical Corporation, a Delaware corporation, and Uniroyal
Chemical Company, Inc., a New Jersey corporation; with the
Corporation merging into UCCI, and with UCCI being the Surviving
Corporation.

     2.     The Certificate of Incorporation and By-laws of UCCI
shall be the Certificate of Incorporation and By-laws of the
Surviving Corporation.

     3.     UCCI will assume all of the obligations of the
Corporation and all of the estates, properties, rights and
privileges of the Corporation shall vest in and be possessed by
UCCI.

     4.     The 100 shares of UCCI stock held by the Corporation,
representing all of the outstanding stock of UCCI, shall be
cancelled by UCCI after the merger.

     5.     Upon surrender of the certificates of stock of the
Corporation, UCCI shall issue on a pro rata basis stock of UCCI
to such surrendering shareholders of the Corporation by issuing
one share of UCCI for each share of the Corporation surrendered.

     6.     The Secretary of the Corporation shall submit this
Plan of Merger to the shareholders of the Corporation for
approval.

     7.     The directors of UCCI immediately prior to the
effective time of the merger shall be the directors of the
Surviving Corporation and such individuals shall serve until
their respective successors are duly elected and qualified or
their earlier death, resignation or removal.

     8.     The officers of UCCI immediately prior to the
effective time of the merger shall be the officers of the
Surviving Corporation until their respective successors are duly
elected and/or appointed and qualified in the manner provided in
the charter documents of the Surviving Corporation or as
otherwise provided by law.

     9.    Merger shall be effective as of the 9th day of
December, 1998.

     Fourth: This merger is permitted by the applicable laws of
the State of Delaware, and of the State of New Jersey.

     Fifth: UCCI has outstanding 100 shares of no class common
stock, all of which are owned by the Corporation.

     Sixth: The shareholders of the Corporation are entitled to
vote on this merger pursuant to Section 14A:10-5.1(g)(6) of the
Business Corporation Act of the State of New Jersey.  The
Corporation has outstanding 100 shares of common stock, all of
which are owned by a single shareholder, Crompton & Knowles
Corporation, a Massachusetts corporation.

     Seventh: The shareholder of all of the outstanding stock of
the Corporation has voted all 100 shares for the Plan of Merger
by written consent dated the 4th day of December, 1998.

     IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Merger on this 8th day of December, 1998.

                            UNIROYAL CHEMICAL CORPORATION

                            By: /s/John T. Ferguson II
                                   John T. Ferguson II
                                   Vice President



State of Connecticut )
County of New Haven  )
     On this 8th day of December, 1998 before me came John T.
Ferguson II and he acknowledged that he signed the above document
on behalf of Uniroyal Chemical Corporation and that the facts
stated therein are true and correct.

                          /s/Marlene P. Magone
                             Notary Public
                             Marlene P. Magone
                             Notary Public
                             My Commission Expires April 30, 2000