SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549


                             FORM 10-Q
(Mark One)
X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES  EXCHANGE ACT OF 1934  for the quarterly period
      ended June 27, 1998

                                  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          (I.R.S. Employer
     incorporation or organization)           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



     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 the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
         Class                    Outstanding at July 15, 1998
Common Stock, $.10 par value             74,442,064 shares


                                                                 



 
 
                  CROMPTON & KNOWLES CORPORATION
                            FORM 10-Q 
                 FOR QUARTER ENDED JUNE 27, 1998
 
 
 
                              INDEX
                                    
 
 
 
  PART I.     FINANCIAL INFORMATION:
 
  Item 1.     Condensed Financial Statements and
              Accompanying Notes
 
              .  Consolidated Statements of Earnings
                 (unaudited) - Quarters and six months ended 
                  June 27, 1998 and June 28, 1997
 
              .  Consolidated Balance Sheets - June 27, 1998
                 (unaudited) and December 27, 1997
 
              .  Consolidated Statements of Cash Flows
                 (unaudited) - Six months ended
                  June 27, 1998 and June 28, 1997
 
              .  Notes to Consolidated Financial
                 Statements - Quarter ended June 27, 1998
                 (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 Third Amended and Restated
               Credit Agreement
 
  *Exhibit 4.1 Amendment of 1988 Rights Agreement
 
   Exhibit  11 Statement Re Computation of Per Share Earnings
 
  *Exhibit  27 Financial Data Schedules
 
 * Copies of these Exhibits are annexed to this report on Form
 10-Q provided to the Securities and Exchange Commission and the
 New York Stock Exchange.



                                                                 UNAUDITED
CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
Quarters and six months ended June 27, 1998 and June 28, 1997
(In thousands, except per share data)

                                Quarters ended         Six months ended
                              June 27,   June 28,    June 27,     June 28,
                              1998       1997        1998         1997

 Net sales                    $ 474,337  $ 494,142   $   951,556  $   968,015

 Cost of products sold          292,091    312,638       594,556      617,010
 Selling, general
   and administrative            66,074     69,767       133,347      136,439
 Depreciation and amortization   20,394     20,300        40,487       40,153
 Research and development        13,200     13,054        26,363       25,938

 Operating profit                82,578     78,383       156,803      148,475
 Interest expense                20,505     26,581        44,118       53,534
 Other (income) expense          (1,258)       583        (1,547)         781

 Earnings before income
   taxes and extraordinary loss  63,331     51,219       114,232       94,160
 Provision for income taxes      23,536     19,451        42,494       35,781

 Earnings before
   extraordinary loss            39,795     31,768        71,738       58,379
 Extraordinary loss on early 
   extinguishment of debt       (13,843)    (1,227)      (15,794)      (1,227)

 Net earnings                 $  25,952  $  30,541   $    55,944  $    57,152

 Basic Earnings per common share:
 Earnings before
   extraordinary loss         $    .53   $    .44    $      .96   $      .80 
 Extraordinary loss               (.18)      (.02)         (.21)        (.02)

 Net earnings                 $    .35   $    .42    $      .75   $      .78 

 Diluted Earnings per common share:
 Earnings before
   extraordinary loss         $    .52   $    .43    $      .94   $      .78 
 Extraordinary loss               (.18)      (.02)         (.21)        (.02)

 Net earnings                 $    .34   $    .41    $      .73   $      .76 

 Dividends per common share   $    .05   $    .05    $      .05   $      .05 

 See accompanying notes to consolidated financial statements.
                                 - 2 -



                                            June 27, 1998 UNAUDITED

CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
June 27, 1998 and December 27, 1997
(In thousands of dollars)


                                             June 27,          December 27,
                                               1998               1997
  ASSETS
  CURRENT ASSETS
  Cash                                    $     14,831       $     10,607
  Accounts receivable                          268,786            262,412
  Inventories                                  359,307            356,716
  Other current assets                          74,844             85,314
      Total current assets                     717,768            715,049
  NON-CURRENT ASSETS
  Property, plant and equipment                467,457            474,892
  Cost in excess of acquired net assets        179,700            181,025
  Other assets                                 166,358            177,854
                                          $  1,531,283       $  1,548,820

  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
  Notes payable                           $      2,944       $      1,770
  Accounts payable                             134,528            145,405
  Accrued expenses                             153,535            149,910
  Income taxes payable                          47,461             38,909
  Other current liabilities                     26,333             27,094
      Total current liabilities                364,801            363,088
  NON-CURRENT LIABILITIES
  Long-term debt                               832,578            896,291
  Postretirement health care liability         148,560            149,344
  Other liabilities                            144,585            160,187

  STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock                                   7,733              7,733
  Additional paid-in capital                   237,874            232,213
  Accumulated deficit                         (121,796)          (174,019)
  Accumulated translation adjustment           (46,584)           (42,045)
  Treasury stock at cost                       (32,874)           (40,228)
  Deferred compensation                           (834)              (984)
  Pension liability adjustment                  (2,760)            (2,760)
      Total stockholders' equity (deficit)      40,759            (20,090)

                                          $  1,531,283       $  1,548,820



  See accompanying notes to consolidated financial statements.
                                   - 3 -




                                                             UNAUDITED
CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six months ended June 27, 1998 and June 28, 1997
(In thousands of dollars)



                                                    June 27,     June 28,
Increase (decrease) to cash                           1998         1997
CASH FLOWS FROM OPERATING ACTIVITIES
  Net earnings                                    $   55,944   $   57,152
  Adjustments to reconcile net earnings
    to net cash provided by operations:
    Extraordinary loss on early
      extinguishment of debt                          15,794        1,227
    Depreciation and amortization                     40,487       40,153
    Noncash interest                                   5,068        6,946
    Deferred taxes                                     6,762       12,009
    Changes in assets and liabilities, net            (9,653)     (21,926)
  Net cash provided by operations                    114,402       95,561

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisitions                                        (5,927)           -
  Capital expenditures                               (21,341)     (17,040)
  Other investing activities                             235        2,535
  Net cash used by investing activities              (27,033)     (14,505)

CASH FLOWS FROM FINANCING ACTIVITIES
  Redemption of 11% and 12% notes                   (352,802)           -
  Proceeds (payments) on long-term borrowings        279,313      (65,777)
  Proceeds (payments) on short-term borrowings         1,174       (5,157)
  Premium paid on early extinguishment of debt       (15,289)      (1,464)
  Dividends paid                                      (3,721)      (3,663)
  Other financing activities                           9,343        3,053
  Net cash used by financing activities              (81,982)     (73,008)

CASH
  Effect of exchange rates on cash                    (1,163)        (531)
  Change in cash                                       4,224        7,517
  Cash at beginning of period                         10,607       21,120
  Cash at end of period                           $   14,831   $   28,637












See accompanying notes to consolidated financial statements.
                                  -4-




CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
Quarter ended June 27, 1998
                                 



PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

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.  

Included in accounts receivable are allowances for doubtful
accounts of $9.6 million in 1998 and $8.7 million at December 27,
1997.

Accumulated depreciation amounted to $442.2 million in 1998 and
$416.6 million at December 27, 1997.

Accumulated amortization of cost in excess of acquired net assets
amounted to $45.1 million in 1998 and $42.2 million at December
27, 1997.  

Accumulated amortization of patents, unpatented technology,
trademarks and other intangibles included in other assets
amounted to $130.6 million in 1998 and $123.3 million at December
27, 1997.  

Cash payments during the six months ended June 27, 1998 and June
28, 1997 included interest of $40.7 million and $46.9 million,
respectively, and income taxes of $9.6 million and $16.2 million,
respectively.

It is suggested that the interim consolidated financial
statements be read in conjunction with the consolidated financial
statements and notes included in the Company's 1997 Annual Report
on Form 10-K.








CAPITAL STOCK

As of June 27, 1998, there were 77,332,751 common shares issued
at $.10 par value, of which 2,890,787 shares were held in the
treasury.


INVENTORIES 

Components of inventories are as follows:

                                   June 27,        Dec. 27, 
(In thousands)                       1998             1997  

Finished goods                     $243,936        $226,730 
Work in process                      43,718          47,029 
Raw materials and supplies           71,653          82,957 

                                   $359,307        $356,716 

EARNINGS(LOSS)PER COMMON SHARE

The computation of basic earnings per common share is based on
the weighted average number of common shares outstanding. The
computation of diluted earnings per common share is based on the
weighted average number of common and common equivalent shares
outstanding. The following is a reconciliation of the shares used
in both computations:

(In thousands)                  Second Quarter     Six Months     
                                1998     1997    1998     1997 
Weighted average common
  shares outstanding           74,430   73,341  74,267   73,210 
Stock options, warrants
  and other equivalents         2,383    1,834   2,346    1,738

Weighted average common
  and common equivalent
  shares outstanding           76,813   75,175  76,613   74,948









BUSINESS SEGMENT DATA

                                     Second Quarter Ended
                                   June 27,        June 28,
(In thousands)                       1998            1997  

SALES 
Specialty Chemicals              $  393,185      $  418,303
Specialty Equipment and Controls     81,152          75,839

  Total net sales                $  474,337      $  494,142

OPERATING PROFIT
Specialty Chemicals              $   77,899      $   76,074
Specialty Equipment and Controls      9,832           8,122
General corporate expense         (   5,153)      (   5,813)

  Total operating profit         $   82,578      $   78,383


                                       Six Months Ended
                                   June 27,        June 28,
(In thousands)                       1998            1997  

SALES 
Specialty Chemicals              $  786,795      $  817,009
Specialty Equipment and Controls    164,761         151,006

  Total net sales                $  951,556      $  968,015

OPERATING PROFIT
Specialty Chemicals              $  148,117      $  144,632
Specialty Equipment and Controls     20,198          15,748
General corporate expense         (  11,512)      (  11,905)

  Total operating profit         $  156,803      $  148,475










COMPREHENSIVE INCOME

Effective in the first quarter of 1998, the Company adopted
Financial Accounting Standards Board Statement No. 130 "Reporting
Comprehensive Income". The statement establishes standards for
reporting "comprehensive income" and its components in financial
statements and notes thereto. An analysis of the Company's
comprehensive income follows:

                              Second Quarter     Six Months     
                                   Ended            Ended       
                            June 27, June 28, June 27, June 28,
(In thousands)                1998     1997     1998     1997  
Net earnings                $ 25,952 $ 30,541 $ 55,944 $ 57,152 
Other comprehensive
  (income)expense:
  Foreign currency
    translation adjustments    1,343    4,300    4,539   11,239
  Minimum pension liability
    adjustments, net               -        -        -    ( 953)
   
                               1,343    4,300    4,539   10,286

Comprehensive income        $ 24,609 $ 26,241 $ 51,405 $ 46,866






LONG-TERM DEBT

On March 31, 1998, the Company amended its $600 million revolving
credit agreement with a syndicate of banks. The termination date
was extended to September 2003 from August 2001.  Borrowings
under the credit agreement were amended as follows: Tranche I
provides a maximum of $375 million (up from $300 million)
available to the Company for working capital and general
corporate purposes.  Tranche II provides a maximum of $75 million
(down from $150 million) available to Uniroyal Chemical Company,
Inc. for working capital and general corporate purposes.  Tranche
III continues to provide up to $150 million available to the
European and Canadian subsidiaries of the Company.

On May 8, 1998 the Company redeemed the outstanding 11% Senior
Subordinated Notes at a price of 105.5% of the principal amount
thereof plus accrued and unpaid interest and the 12% Subordinated
Discount Notes at a price of 100% of the principal amount thereof
plus accrued and unpaid interest.  The payment for the redemption
including premium and accrued interest amounted to $366.2 million
and was funded by drawing on the Company's $600 million revolving
credit agreement.  Borrowings under the revolving credit
agreement totaled $389.1 million at June 27, 1998.








              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
 
  
 SECOND QUARTER RESULTS
      
 Overview
      
 Consolidated net sales of $474.3 million for the second quarter
 of 1998 decreased 4% from the comparable 1997 period.  The
 decrease was primarily attributable to lower unit volume. 
 Improved pricing of 1% offset lower foreign currency
 translation.  International sales, including US exports, were
 40% of total sales compared to 39% in the second quarter of
 1997.
 
 Net earnings before extraordinary losses on early extinguishment
 of debt increased 25% to $39.8 million, or $.53 cents per share
 basic and $.52 cents per share diluted, compared to $31.8
 million, or $.44 cents per share basic and $.43 per share
 diluted, in last year's second quarter.  The extraordinary loss
 of $.18 cents per share in the second quarter of 1998 reflects
 the redemption of the 11% and 12% Notes on May 8, 1998.  Net
 earnings were $26.0 million, or $.35 cents per share basic and
 $.34 cents per share diluted, compared to $30.5 million, or $.42
 cents per share basic and $.41 cents per share diluted, in the
 prior year's second quarter.
 
 Gross margin as a percentage of net sales increased to 38.4%
 from 36.7% in the second quarter of 1997.  The increase was
 attributable primarily to lower raw material costs and improved
 pricing.  Consolidated operating profit increased 5% to $82.6
 million from $78.4 million in the prior year.  Both segments
 contributed to the increase as specialty chemicals rose 2% and
 specialty process equipment and controls increased 21%.
 
 Specialty Chemicals
 
 The Company's specialty chemicals segment sales of $393.2
 million decreased 6% from the comparable 1997 period.  The
 decrease was primarily due to lower unit volume.  An analysis of
 sales by major product class within the specialty chemicals
 segment follows.
 
 Chemicals and polymers sales of $123.5 million decreased 2% from
 the second quarter of 1997 primarily attributable to lower unit
 volume, as improved pricing of 1% was offset by lower foreign
 currency translation.  Sales of rubber chemicals were lower than
 1997 primarily due to lower pricing, foreign currency
 translation and unit volume.  EPDM sales increased primarily due
 to improved pricing.  Nitrile rubber sales decreased as a result
 of lower unit volume.  
 
 Crop protection sales of $100.5 million decreased 13% from the
 comparable 1997 quarter primarily as a result of lower unit
 volume due to weather conditions in California which were
 unfavorable for its miticide products.  This is the reverse of
 1997 when second quarter sales were unusually strong and third
 quarter sales were weak.  Improved pricing of 1% offset lower
 foreign currency translation.
 
 Specialty sales of $81.2 million decreased 1% versus the second
 quarter of 1997 primarily attributable to lower unit volume as
 improved pricing of 1% offset lower foreign currency
 translation.  The comparison to last year's strong second
 quarter was difficult considering the 12% increase over the
 comparable 1996 quarter.
  
 Colors sales of $64.6 million decreased 7% from the second
 quarter of 1997 primarily due to lower unit volume of 4%,
 foreign currency translation of 2% and lower pricing of 1%. 
 Increased imports of finished apparel into the U.S. negatively
 affected the business.
 
 Specialty ingredients sales of $23.4 million were 9% lower than
 the second quarter of 1997 primarily attributable to lower unit
 volume as a result of product rationalization in the second half
 of 1997.
 
 Operating profit of $77.9 million increased 2% versus the second
 quarter of 1997 primarily as a result of lower raw materials
 costs and improved pricing.
 
 Specialty Process Equipment and Controls
 
 The Company's specialty process equipment and controls segment
 sales of $81.1 million increased 7% from the second quarter of
 1997 primarily attributable to higher unit volume.  Sales were
 strong in most of the segment's major markets.
 
 Operating profit of $9.8 million increased 21% from the second
 quarter of 1997 primarily as a result of increased unit volume. 
 The order backlog of extruders and related equipment at the end
 of the second quarter of 1998 amounted to $115 million compared
 to $109 million at the end of the first quarter.
 
 Other
 
 Selling, general and administrative expenses of $66.1 million
 decreased 5% versus the second quarter of 1997, essentially in
 line with the lower unit volume of sales.  Depreciation and
 amortization of $20.4 million increased slightly from the
 comparable 1997 period as a result of a higher fixed asset base. 
 Research and development costs of $13.2 million increased 1%
 from the second quarter of 1997, but as a percentage of sales
 remained constant at 3%.  Interest expense of $20.5 million
 decreased 23% from the comparable period of 1997 primarily due
 to lower levels of indebtedness and lower interest on borrowings
 used to redeem the 11% and 12% Notes in May.  Other income of
 $1.3 million compared to $583 thousand of other expense in the
 second quarter of 1997 primarily due to increased interest
 income.  The effective tax rate of 37.2% decreased versus 38.0%
 in the comparable 1997 quarter.
 
 YEAR-TO-DATE RESULTS
 
 Overview
 
 Consolidated net sales of $951.6 million for the first six
 months of 1998 decreased 2% from the comparable period in 1997. 
 The decrease resulted primarily from the impact of lower foreign
 currency translation.  International sales, including U.S.
 exports, increased as a percentage of total sales to 40% from
 38% for the first six months of 1997.  
 
 Net earnings before extraordinary losses on early extinguishment
 of debt increased 23% to $71.7 million, or $.96 cents per share
 basic and $.94 cents per share diluted, compared to $58.4
 million, or $.80 cents per share basic and $.78 cents per share
 diluted, in the first six months of 1997.  Net earnings were
 $55.9 million, or $.75 cents per share basic and $.73 cents per
 share diluted, versus $57.2 million, or $.78 cents per share
 basic and $.76 cents per share diluted, in 1997.
 
 Gross margin as a percentage of net sales increased to 37.5%
 from 36.3% for the first six months of 1997. The increase was
 attributable primarily to lower raw material and other
 manufacturing costs. Consolidated operating profit increased 6%
 to $156.8 million as the specialty chemicals segment rose 2% and
 the specialty process equipment and controls segment increased
 28%. 
 
 
 
 Specialty Chemicals
 
 The Company's specialty chemicals segment sales of $786.8
 million, decreased 4% from the comparable 1997 period.  The
 decrease was primarily due to lower foreign currency translation
 and lower unit volume of approximately 2% each.  An analysis of
 sales by major product class within the specialty chemicals
 segment follows:
 
 Chemicals and polymers sales of $244.3 million decreased 4% from
 the first six months of 1997.  The decrease was primarily
 attributed to lower foreign currency translation of
 approximately 2% and lower pricing and lower unit volume of 1%
 each.  Sales of rubber chemicals were lower than 1997 primarily
 due to lower pricing, foreign currency translation and unit
 volume. EPDM sales increased primarily due to improved pricing. 
 Nitrile rubber sales decreased primarily as a result of lower
 unit volume.
 
 Crop protection sales of $208.4 million decreased 5% from the
 comparable 1997 period primarily as a result of lower unit
 volume due to weather conditions in California which were
 unfavorable for its miticide products.
 
 Specialty sales of $160.3 million increased 2% from the six
 month period of 1997 primarily due to increased unit volume. 
 Improved pricing of 1% was offset by the impact of lower foreign
 currency translation.
 
 Colors sales of $125.7 million decreased 6% from the first six
 months of 1997 primarily due to lower unit volume of 3%, foreign
 currency translation of 2% and lower pricing of 1%.
 
 Specialty ingredients sales of $48.1 million were 7% lower than
 the comparable period in 1997 primarily attributable to lower
 unit volume as a result of product rationalization in the second
 half of 1997.
 
 Operating profit of $148.1 million for the first six months of
 1998 increased 2% versus the prior year.  The improvement in
 operating profit resulted primarily from lower raw material and
 other manufacturing costs.
 
 Specialty Process Equipment and Controls
 
 The Company's specialty process equipment and controls segment
 reported sales of $164.8 million representing a 9% increase from
 the 1997 six month period.  Essentially all of the increase was
 attributable to higher unit volume.
 
 Operating profit of $20.2 million increased 28% versus the
 comparable 1997 period primarily due to increased unit volume.
 
 Other
 
 Selling, general and administrative expenses of $133.3 million
 decreased 2% versus the comparable period in 1997, essentially
 in line with the lower unit volume of sales.  Depreciation and
 amortization of $40.5 million increased 1% versus the 1997
 period primarily as a result of a higher fixed asset base. 
 Research and development cost of $26.4 million increased 2% from
 $25.9 million in 1997, but as a percentage of sales remained
 constant at 3%.  Interest expense of $44.1 million decreased 18%
 from the comparable period in 1997 due to lower levels of
 indebtedness and lower interest on borrowings used to redeem the
 11% and 12% Notes in May.  Other income of $1.5 million compared
 to $781 thousand of other expense in 1997 was primarily due to
 increased interest income.  The effective tax rate of 37.2%
 decreased versus 38.0% in the comparable 1997 period.
 
 LIQUIDITY AND CAPITAL RESOURCES
 
 The June 27, 1998 working capital balance of $353.0 million was
 comparable to the balance at year-end 1997.  The current ratio
 of 2.0 remained unchanged from the end of 1997.  Days sales in
 receivables averaged 54 days for the six month period in 1998,
 unchanged from 1997.  Inventory turnover averaged 3.2 compared
 to 3.3 at year-end 1997.
 
 Net cash flow provided by operations of $114.4 million increased
 $18.8 million from the first half of 1997 primarily due to
 increased operating earnings and lower working capital needs. 
 The cash flow was primarily used, together with additional
 credit agreement borrowings, to fund capital expenditures,
 reduce debt including the 11% and 12% Notes, and pay the annual
 cash dividend.  The Company's debt to total capital percentage
 decreased to 95% from 102% at year-end 1997.  The Company's
 liquidity needs, including debt servicing, are expected to be
 financed from operations.
 
 On May 8, 1998 the Company redeemed the outstanding 11% Senior
 Subordinated Notes and the 12% Subordinated Discount Notes.  The
 payment for the redemption including premium and accrued
 interest amounted to $366.2 million and was funded by drawing on
 the Company's $600 million revolving credit agreement. 
 Borrowings under the revolving credit agreement totaled $389.1
 million at June 27, 1998.
 
 Capital expenditures are expected to approximate $60 million in
 1998 primarily for replacement needs and improvement of domestic
 and foreign facilities.
 
 In 1995 the Company initiated a program to update the current
 information technology systems on a worldwide basis. The Company
 evaluated its major computer systems and software applications
 with the goal of avoiding interruption in the supply of goods,
 services and business information at the turn of the century.
 Year 2000 compliance remediation costs are not expected to have
 a material effect on the Company's results of operation.
 
 ACCOUNTING STANDARD CHANGE
 
 In June 1997 the Financial Accounting Standards Board issued
 Statement No. 131 "Disclosures about Segments of an Enterprise
 and Related Information", which is effective for years beginning
 after 1997. In June 1998, the Financial Accounting Standards
 Board issued Statement No. 133 "Accounting for Derivative
 Instruments and Hedging Activities", which is effective for
 years beginning after 1999. The Company is currently evaluating
 the statements and plans to adopt Statement No. 131 in the
 fourth quarter of 1998 and Statement No. 133 in the first
 quarter of 2000.
 
 ENVIRONMENTAL MATTERS
 
 The Company is 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.  The Company 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, the Company is involved with
 environmental remediation and compliance activities at some of
 its current and former sites in the United States and abroad.
 
 Each quarter, the Company 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 the Company and the anticipated time frame over
 which payments toward the remediation plan will occur.  As of
 June 27, 1998, the Company's reserves for environmental
 remediation activities totaled $99.9 million.  These estimates
 may change in the future should additional sites be identified,
 further remediation measures be required or undertaken, the
 interpretation of current laws and regulations be modified or
 additional environmental laws and regulations be enacted.
 
 The Company intends to assert all meritorious legal defenses and
 other equitable factors which are available to it with respect
 to the above matters.  The Company believes that the resolution
 of these environmental matters will not have a material adverse
 effect on the consolidated financial position of the Company. 
 While the Company believes it is unlikely, the resolution of
 these environmental matters could have a material adverse effect
 on the Company's consolidated results of operation in any given
 year if a significant number of these matters are resolved
 unfavorably.
 
 FORWARD-LOOKING STATEMENTS
 
 The information in this Form 10-Q contains forward-looking
 statements and estimates which are based on currently available
 information.  The Company's actual results may differ
 significantly from the results discussed.  Investors are
 cautioned that there can be no assurance that the actual results
 will not differ materially from those suggested in such forward-
 looking statements and estimates.





Part II -- OTHER INFORMATION


Item 1.  Legal Proceedings.

     (i)  Reference is made to page 16 (Other Environmental
Matters) of the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 27, 1997, for information pertaining
to a suit brought by Sundor Canada Inc. against Uniroyal Chemical
Co./Cie. and others.  In June 1998, final settlement was reached
among the parties in accordance with the terms previously
disclosed and after judicial approval the suit was dismissed with
prejudice.       

          

          Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits:
                                                                 
          Number              Description                        

          4*         $600,000,000 Third Amended and
                     Restated Credit Agreement dated as
                     of March 31, 1998, by and among
                     Crompton & Knowles Corporation and
                     certain of its subsidiaries, as
                     Borrowers, and various lenders, and
                     Citicorp USA, Inc., as Agent and The
                     Chase Manhattan Bank, Corestates Bank, N.A.
                     and First Union National Bank as Managing
                     Agents. 

          4.1*       Amendment dated as of January 20, 1998, 
                     amending the Rights Agreement dated as of
                     July 20, 1988, as amended March 28, 1991 and
                     October 1, 1992, between the Registrant and
                     Mellon Bank N.A. as Rights Agent (Exhibit 1
                     to Form 8-K dated July 29, 1988.)   

          11         Statement Re Computation of 
                     Per Share Earnings

          27*        Financial Data Schedules

               (b)  No reports on Form 8-K were filed during the quarter
          for which this report is filed.

     * Copies of these Exhibits are annexed to this report on Form
       10-Q provided to the Securities and Exchange Commission
       and the New York Stock Exchange.



                            SIGNATURES


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


                              CROMPTON & KNOWLES CORPORATION
                                       (Registrant)


August 11, 1998               By:/s/ Charles J. Marsden
                                 Charles J. Marsden
                                 Senior Vice President &
                                 Chief Financial Officer


August 11, 1998               By:/s/ John T. Ferguson II
                                 John T. Ferguson II
                                 Vice President, General
                                 Counsel and Secretary