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 September 28, 1996

                                  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 October 16, 1996
Common Stock, $.10 par value             72,755,490 shares


                CROMPTON & KNOWLES CORPORATION  
                          FORM 10-Q 
                FOR QUARTER ENDED SEPTEMBER 28, 1996



                             INDEX




 PART I.     FINANCIAL INFORMATION:

 Item 1.     Condensed Financial Statements and
             Accompanying Notes

             .  Consolidated Statements of Operations
                (unaudited) - Quarters and nine months
                 ended September 28, 1996 and September 30, 1995

             .  Consolidated Balance Sheets - September 28, 1996
                (unaudited) and Year end 1995

             .  Consolidated Statements of Cash Flows
                (unaudited) - Nine months ended
                 September 28, 1996 and September 30, 1995

             .  Notes to the Consolidated Financial
                Statements - Quarter ended September 28, 1996
                (unaudited)


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

 

 PART II.    OTHER INFORMATION:

 Item 4.     Submission of Matter to a Vote of Security Holders

 Item 6.     Exhibits and Reports on Form 8-K

 Signatures

  Exhibit 11  Statement Re Computation of Per Share Earnings

 *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 and the New
York Stock Exchange.





                                                                  UNAUDITED
CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Quarters and nine months ended September 28, 1996 and September 30, 1995
(In thousands, except per share data)

                                 Quarters ended         Nine months ended
                               Sept.28,   Sept.30,    Sept.28,     Sept.30,
                               1996       1995        1996         1995


 Net sales                     $ 468,391  $ 453,819   $ 1,398,492  $ 1,370,555

 Cost of products sold           303,834    296,930       894,041      873,932
 Selling, general and admin.      72,524     74,007       212,241      209,383
 Depreciation and amortization    21,129     21,144        63,477       61,122
 Research and development         14,043     14,424        40,116       38,818
 Merger and related costs         85,000         -         85,000           - 
 Special environmental provision  30,000         -         30,000           - 

   Operating profit (loss)       (58,139)    47,314        73,617      187,300
 Interest                         28,792     28,203        86,818       89,182
 Other expense(income)              (483)       572          (762)      (4,024)

 Earnings(loss) before income
   taxes and extraordinary loss  (86,448)    18,539       (12,439)     102,142
 Provision(benefit)
   for income taxes              (16,876)     6,727        11,603      (41,154)

 Earnings(loss) before
   extraordinary charge          (69,572)    11,812       (24,042)     143,296

 Extraordinary loss on early 
   extinguishment of debt             -          -           (441)      (8,279)

 Net earnings(loss)            $ (69,572) $  11,812   $   (24,483) $   135,017

 Per common share:
 Earnings(loss) before
   extraordinary charge        $   (.97)  $    .16    $     (.34)  $     2.08 
 Extraordinary loss                   -          -             -         (.12)

 Net earnings (loss)           $   (.97)  $    .16    $     (.34)  $     1.96 

 Dividends per common share    $      -   $   .135    $      .27   $      .39 

 Average shares outstanding       72,140     72,256        71,747       68,945


 See accompanying notes to consolidated financial statements.


                                            September 28, 1996 UNAUDITED

CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
September 28, 1996 and Year End 1995
(In thousands of dollars)

                                            September 28,       Year End
                                               1996               1995
  ASSETS
  CURRENT ASSETS
  Cash                                    $     16,833       $     30,437
  Accounts receivable                          294,608            271,989
  Inventories                                  344,803            332,493
  Other current assets                          79,631             62,110
      Total current assets                     735,875            697,029
  NON-CURRENT ASSETS
  Property, plant and equipment                504,937            524,463
  Cost in excess of acquired net assets        189,604            185,648
  Other assets                                 238,723            248,705
                                          $  1,669,139       $  1,655,845

  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
  Current installments of long-term debt  $     11,568       $     11,434
  Notes payable                                 12,297             93,744
  Accounts payable                             143,818            144,241
  Accrued expenses                             169,689            125,064
  Income taxes payable                          31,844             32,897
  Other current liabilities                     18,766             13,274
      Total current liabilities                387,982            420,654
  NON-CURRENT LIABILITIES
  Long-term debt                             1,036,228            974,156
  Accrued postretirement liability             186,311            187,972
  Other liabilities                            155,680            132,248

  STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock                                   7,708              7,708
  Additional paid-in capital                   229,529            227,401
  Accumulated deficit                         (259,165)          (213,347)
  Accumulated translation adjustment           (21,485)           (12,168)
  Treasury stock at cost                       (48,196)           (62,972)
  Deferred compensation                         (1,740)            (2,190)
  Pension liability adjustment                  (3,713)            (3,617)
      Total stockholders' deficit              (97,062)           (59,185)

                                          $  1,669,139       $  1,655,845



  See accompanying notes to consolidated financial statements.



                                                              UNAUDITED
CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Nine months ended  September 28, 1996 and September 30, 1995
(In thousands of dollars)



                                                      Sept. 28,   Sept. 30,
Increase (decrease) to cash                             1996        1995
CASH FLOWS FROM OPERATING ACTIVITIES
  Net earnings (loss)                               $ (24,483)  $  135,017
  Adjustments to reconcile net earnings
    to net cash provided by operations:
  Depreciation and amortization                        63,477       61,122
  Noncash interest                                     12,515       13,344
  Deferred taxes                                      (10,598)     (70,894)
  Other                                                 4,764        1,315
  Changes in assets and liabilities, net               47,679      (31,861)
    Net cash provided by operations                    93,354      108,043

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisitions                                        (15,713)     (84,279)
  Capital expenditures                                (29,107)     (75,222)
  Other investing activities                           (3,429)      (6,382)
    Net cash used by investing activities             (48,249)    (165,883)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of common stock, net              14,150      146,626
  Proceeds (payments) on long-term borrowings, net     47,748     (135,992)
  Proceeds (payments) on short-term borrowings, net   (96,889)      52,670
  Dividends paid                                      (12,967)     (18,733)
  Other financing activities                            2,122       (8,167)
    Net cash provided (used) by financing activities  (45,836)      36,404

CASH
  Effect of exchange rates on cash                        603         (982)
  Change in cash                                         (128)     (22,418)
  Fiscal year end cash adjustment                     (13,476)     (68,326)
  Cash at beginning of period                          30,437      123,176
  Cash at end of period                             $  16,833   $   32,432




See accompanying notes to consolidated financial statements.



CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
Quarter Ended September 28, 1996
(In thousands of dollars)



PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

On August 21, 1996, the Company merged with Uniroyal Chemical
Corporation ("Uniroyal") in a common stock transaction that was
accounted for on a pooling-of-interests basis.  A total of
23,715,181 shares of the Company's common stock were exchanged
for all of Uniroyal's outstanding common and preferred shares.
The accompanying consolidated financial statements include the
accounts of both companies and all information has been restated
to reflect the combined operations of both companies. The results
of operations previously reported by the Company and Uniroyal for
the six months ended through June, 1996 are as follows:

                                 Net Sales       Net Earnings 
               
Company                           $332,410          $19,180
Uniroyal                           597,691           25,909 

                                  $930,101          $45,089

Because of differing fiscal year ends, the balance sheet for
year-end 1995 includes the Company as of December 30, 1995 and
Uniroyal as of October 1, 1995. The consolidated statements of
operations and cash flows reflect the combined results of both
companies for the actual three-month and nine-month periods
indicated in such statements. Accordingly, Uniroyal's net loss
for its first fiscal quarter ended December 31, 1995 of $8,368
has been charged to shareholders' equity and Uniroyal's change in
cash for such quarter and the comparable quarter of 1994 have
been reflected as fiscal year-end cash adjustments in the
consolidated statements of cash flows.

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.  

Included in accounts receivable are allowances for doubtful
accounts of $6,567 in 1996 and $6,142 at year end 1995.

Accumulated depreciation amounted to $349,223 in 1996 and
$311,082 at year end 1995.

Accumulated amortization of cost in excess of acquired net assets
amounted to $35,413 in 1996 and $29,562 at year end 1995.  

Cash payments during the nine months ended September 28, 1996 and
September 30, 1995 include interest of $68,872 and $71,119 and
income taxes of $18,805 and $26,434, 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 and Uniroyal's 
1995 Annual Reports on Form 10-K.

CAPITAL STOCK

As of September 28, 1996, there are 77,076,253 common shares
issued at $.10 par value, of which 4,321,763 shares were held in
the treasury.


INVENTORIES 

Components of inventories are as follows:

                                   Sept. 28,       Year end, 
                                     1996             1995   

Finished goods                     $222,276        $218,440 
Work in process                      45,415          37,753 
Raw materials and supplies           77,112          76,300 

                                   $344,803        $332,493 


EARNINGS (LOSS) PER COMMON SHARE

The computation of loss per common share for the quarter and nine
months ended September 28, 1996 is based on the weighted average
number of common shares outstanding.  Common stock equivalents
have been excluded because they are antidilutive for such
periods. The computation of earnings per common share for the
quarter and nine months ended September 30, 1995 is based on the
weighted average number of common shares outstanding and common
stock equivalents.  A dual presentation of earnings (loss) per
common share has not been made since there is no significant
difference in earnings per share calculated on a primary or fully
diluted basis.



DEBT

In August 1996, the Company entered into a revolving credit
agreement in the amount of $600,000 of which $300,000 is
available to the Company and $300,000 to Uniroyal.  The agreement
extends through August, 2001 and is secured in the case of
Uniroyal's borrowings by a security interest in Uniroyal's
accounts receivable and inventory.  The agreement calls for
interest based upon various options including a spread over LIBOR
that varies according to certain debt ratios for the trailing
four fiscal quarters and is currently at .875% over LIBOR.
Borrowings under the revolving credit agreement amounted to
$150,600 at September 28, 1996 and have an interest rate of 6.3%.


MERGER AND RELATED COSTS

Merger and related costs included in the consolidated statement
of operations comprise principally severance and other personnel
costs of $37,600, investment banking fees of $12,500, legal fees
of $9,700, debt related fees of $8,300, facility consolidation
costs of $6,400 and other costs of $10,500.


PROVISION FOR ENVIRONMENTAL COSTS

In the quarter ended September 28, 1996, the Company recorded a
special provision for environmental costs in the amount of
$30,000. The provision reflects the Company's evaluation, based
on current information, of its obligation for environmental
remediation activities.  At September 28, 1996, the Company's
reserves for such environmental liabilities amounted to $95,000.







BUSINESS SEGMENT DATA

                                         Quarter Ended
                                  Sept. 28,       Sept. 30,
                                     1996            1995  
SALES 
Specialty Chemicals              $  395,684      $  387,240
Specialty Equipment and Controls     72,707          66,579

  Total net sales                $  468,391      $  453,819
                              
OPERATING PROFIT (LOSS) 
Specialty Chemicals              $   57,939      $   43,372
Specialty Equipment and Controls      4,605           9,697
Merger and related costs          (  85,000)              -
Special environmental provision   (  30,000)              -
General corporate expense         (   5,683)       (  5,755)

  Total operating profit (loss)  $(  58,139)     $   47,314


                              
                                      Nine Months Ended
                                  Sept. 28,       Sept. 30,
                                     1996            1995  
SALES
Specialty Chemicals              $1,186,393      $1,163,937
Specialty Equipment and Controls    212,099         206,618

  Total net sales                $1,398,492      $1,370,555

OPERATING PROFIT
Specialty Chemicals              $  187,354      $  173,647
Specialty Equipment and Controls     18,106          30,797
Merger and related costs            (85,000)              -
Special environmental provision     (30,000)              -
General corporate expense           (16,843)       ( 17,144)

  Total operating profit         $   73,617      $  187,300


 
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 
 
 THIRD QUARTER RESULTS
 
 Overview
 
 In August 1996, the Company merged with Uniroyal Chemical
 Corporation ("Uniroyal") in a common stock transaction that was
 accounted for on a pooling-of-interests basis.  Accordingly, the
 consolidated financial information for all periods presented
 includes the combined accounts and results of operations of both
 the Company and Uniroyal.
 
 Consolidated net sales of $468.4 million for the third quarter
 of 1996 increased 3% from the comparable 1995 period due
 principally to the impact of acquisitions, primarily the German
 machinery business of Klockner ER-WE-PA GmbH acquired in January, 1996. 
 International sales, including U.S. exports, increased as a
 percentage of total sales to 42% from 37% in the third quarter
 of 1995.
 
 The net loss of $69.6 million, or $.97 per common share, for the
 third quarter of 1996 compares to from net earnings of $11.8
 million, or $.16 per common share, reported for the third
 quarter of 1995.  The 1996 results include merger and related
 costs of $85.0 million ($68.1 million after-tax) and a special
 environmental provision of $30.0 million ($18.5 million after-tax).
 The 1995 results include a charge of $5.0 million ($3.3
 million after-tax) relating to a cost reduction program. 
 Adjusting for these items in both periods, earnings for the
 third quarter of 1996 would be $17.0 million, or $.24 per common
 share, compared to $15.1 million, or $.21 per common share, for
 the third quarter of 1995.  
 
 Gross margin as a percentage of net sales increased to 35.1%
 from 34.6% in the third quarter of 1995 as a result of improved
 margins in all of the major business lines within the specialty
 chemicals segment except dyes.  Consolidated operating profit,
 before merger and related costs of $85.0 million and a special
 environmental provision of $30.0 million, increased 9% to $56.9
 million from $52.3 million in the prior year after adjustment
 for a charge of $5.0 million relating to a cost reduction
 program in 1995.  All of the increase in consolidated operating
 profit is attributable to the specialty chemicals segment. 
 
 
 Specialty Chemicals
 
 The Company's specialty chemicals segment reported sales of
 $395.7 million representing a 2% increase from the third quarter
 of 1995, primarily as a result of increased unit volume.  An
 analysis of sales by major product class within the specialty
 chemicals segment follows.
 
 Chemicals and polymers sales of $124.1 million rose 2% from the
 1995 third quarter attributable in part to higher selling prices
 for rubber chemicals implemented earlier in the year.  In
 addition, increased volume in nitrile rubber contributed to the
 sales increase and more than offset lower EPDM sales
 attributable to lower pricing.
 
 Crop protection sales of $102.2 million were 1% lower versus the
 third quarter of 1995 primarily attributable to lower unit
 volume of insecticide sales resulting from low cotton
 infestation levels in the United States.  International and seed
 treatment sales continued strong in the quarter.
 
 Specialty sales of $77.3 million increased 11% from the 1995
 third quarter primarily due to improved market share, strong
 demand for lubricant additives and continued growth in the
 international markets for urethane prepolymers.
 
 Dyes sales of $65.6 million declined 1% from the comparable 1995
 quarter due primarily to lower selling prices of approximately
 3% offset in part by higher unit volume.  
 
 Specialty ingredients sales of $26.5 million rose 2% primarily
 as a result of increased unit volume.
 
 Operating profit of $57.9 million in the third quarter of 1996
 increased 20% versus $48.4 million in the prior year before a
 charge of $5.0 million relating to a cost reduction program in
 1995.  The improvement in operating profit resulted from an
 increase in unit volume, lower operating costs and improved
 product mix.
 
 Specialty Process Equipment and Controls 
 
 The Company's specialty process equipment and controls segment
 reported sales of $72.7 million, representing a 9% increase from
 the third quarter of 1995. Approximately 19% was attributable to
 the incremental impact of acquisitions, primarily ER-WE-PA in
 Germany, offset partially by 4% from lower selling prices and 6%
 from lower unit volume reflecting primarily reduced domestic
 demand for extrusion systems. 
 
 Operating profit for the third quarter of 1996 declined 53% to
 $4.6 million primarily attributable to lower selling prices and
 lower unit volume in the higher margin domestic business.  The
 order backlog for extruders and related equipment at the end of
 the third quarter of 1996 amounted to $95 million (including 
 ER-WE-PA backlog of $16 million) compared to $72 million at
 December 30, 1995.
 
 Other
 
 Selling, general and administrative expenses of $72.5 million
 decreased 2% due primarily to the cost reduction program charge
 of $5.0 million included in the third quarter of 1995, plus the
 benefits of that program in 1996, offset in part by the impact
 of acquisitions and inflation.  Depreciation and amortization of
 $21.1 million approximated the 1995 third quarter.  Research and
 development cost of $14.0 million decreased slightly from the
 third quarter of 1995.
 
 Merger and related costs of $85.0 million comprise principally 
 severance and other personnel costs of $37.6 million, investment
 banking fees of $12.5 million, legal fees of $9.7 million, debt
 related fees of $8.3 million, facility consolidation costs of
 $6.4 million and other costs of $10.5 million.
 
 The special environmental provision of $30.0 million reflects
 the Company's evaluation, based on current information, of its
 obligation for environmental remediation activities.  At
 September 28, 1996, the Company's reserves for such
 environmental liabilities totaled $95.0 million.
  
 Interest expense of $28.8 million was slightly higher than the
 comparable 1995 period.  Other income of $483 thousand compares
 to $572 thousand of other expense in the third quarter of 1995. 
 The effective tax rate excluding the tax impact of merger and
 related costs ($16.9 million) and the special environmental
 provision ($11.5 million) was 40.2% versus 36.3% in the
 comparable 1995 period. 
 
 
 YEAR-TO-DATE RESULTS
 
 Overview
 
 Consolidated net sales of $1.4 billion for the first nine months
 of 1996 increased 2% from the comparable period in 1995.  The
 increase is primarily attributable to the impact from
 acquisitions of 4% offset in part primarily by unit volume.  The
 acquisitions include primarily the worldwide crop protection
 business of Solvay Duphar B.V. acquired in March of 1995 and the
 German extrusion machinery business of ER-WE-PA acquired
 in January of 1996.  International sales, including U.S.
 exports, increased as a percentage of total sales to 41% from
 36% for the nine months of 1995.  
 
 The net loss of $24.5 million, or $.34 per common share, for the
 first nine months of 1996 compares to net earnings of $135.0
 million, or $1.96 per common share, for the comparable 1995
 period.  The 1996 results include merger and related costs of
 $85.0 million ($68.1 million after-tax), a special environmental
 provision of $30.0 million ($18.5 million after-tax) and an
 extraordinary charge of $.5 million.  The 1995 results include
 special tax credits of $78.9 million, an extraordinary charge of
 $8.3 million and other special income, net of $7.4 million ($4.4
 million after-tax).  Adjusting for these items in both periods,
 earnings for the nine months of 1996 would be $62.6 million, or
 $.87 per common share, compared to $60.0 million, or $.87 per
 common share, for the nine months of 1995.
   
 Gross margin as a percentage of net sales of 36.1% declined
 slightly from the 36.2% in the comparable period in 1995. 
 Consolidated operating profit, before merger and related costs
 of $85.0 million and a special charge for environmental costs of
 $30.0 million, increased 3% to $188.6 million from $182.4
 million in the prior year after adjustment for certain special
 income, net of $4.9 million in 1995.  All of the increase in the
 consolidated operating profit is attributable to the specialty
 chemicals segment.
 
 Specialty Chemicals
 
 The Company's specialty chemicals segment reported sales of $1.2
 billion representing a 2% increase from the comparable 1995
 period.  The increase is primarily attributable equally to the
 impact of acquisitions and improved pricing.  An analysis of
 sales by major product class within the specialty chemicals
 segment follows.  
 
 Chemicals and polymers sales of $374.1 million increased 2% from
 the first nine months of 1995 primarily attributable to improved
 selling prices in rubber chemicals and increased unit volume for
 nitrile rubber, partially offset by lower unit volume and
 pricing in the EPDM business.
 
 Crop protection sales of $304.5 million increased 5% from the
 comparable 1995 period due primarily to the acquisition of the
 crop protection business of Solvay Duphar B.V. in March of 1995. 
 Lower insecticide sales due to lower infestation levels in the
 U.S. were offset primarily by increases in international sales
 and sales of seed treatment products.
 
 Specialties sales of $222.6 million increased 5% from the nine
 month period of 1995 primarily attributable to higher unit
 volume of urethane prepolymers and lubricant additives.
 
 Dyes sales of $206.2 million declined 6% from the first nine
 months of 1995 attributable primarily to lower selling prices of
 approximately 4% and lower unit volume.  
 
 Specialty ingredients sales of $79.0 million increased 4% from
 the first nine months of 1995 primarily attributable to
 increased unit volume.
 
 Operating profit of $187.4 million for the first nine months of
 1996 increased 11% versus $168.7 million in the prior year
 before certain special income, net, of $4.9 million in 1995. 
 The improvement in operating profit resulted from an increase in
 unit volume, lower operating costs and improved product mix.   
  
 Specialty Process Equipment and Controls
 
 The Company's specialty process equipment and controls segment
 reported sales of $212.1 million representing a 3% increase from
 the 1995 nine month period.  Approximately 21% was attributable
 to the incremental impact of acquisitions, primarily ER-WE-PA in
 Germany, offset partially by 16% from lower unit volume
 reflecting primarily reduced domestic demand for extrusion
 systems and 2% from lower selling prices.
 
 Operating profit of $18.1 million decreased 41% versus the
 comparable 1995 period due primarily to lower selling prices and
 lower unit volume in the domestic business.
 
 Other
 
 Selling, general and administrative expenses of $212.2 million
 increased 1% versus the comparable period in 1995 due primarily
 to the impact of acquisitions and inflation offset in part by
 the cost reduction program charge of $5.0 million in 1995 and
 the benefits of that program in 1996.  Depreciation and
 amortization of $63.5 million increased 4% versus the 1995
 period primarily as a result of a higher fixed asset base
 including acquisitions. Research and development cost of $40.1
 million increased 3% from the comparable period in 1995
 primarily as a result of the impact of acquisitions and
 inflation.  
 
 Interest expense of $86.8 million decreased 3% from 1995
 primarily due to lower levels of indebtedness.  Other income of
 $762 thousand decreased $3.3 million versus 1995 primarily due
 to lower interest income in 1996 and special licensing income
 reported in the prior year.  The effective tax rate, excluding
 the tax impact of merger and related costs ($16.9 million) and a
 special charge for environmental costs ($11.5 million), was
 39.0% versus 36.9% in the comparable 1995 period after
 adjustment for special tax credits of $78.9 million in 1995.  
 
 
 LIQUIDITY AND CAPITAL RESOURCES
 
 The September 28, 1996 working capital balance of $347.9 million
 increased $71.5 million from $276.4 million at year end 1995. 
 The current ratio increased to 1.9 from 1.7 at the end of 1995
 primarily attributable to the decrease in notes payable.  Days
 sales in receivables averaged 54 days for the first nine months
 of 1996 versus 55 days for all of 1995.   Inventory turnover
 averaged 3.4 for the first nine months of 1996 versus 3.3 for
 all of 1995.
 
 Net cash provided by operations of $93.4 million decreased $14.7
 million from the first nine months of 1995 primarily as a result
 of lower net earnings due to special charges.  Net cash provided
 by operations and proceeds from the sale of common stock were
 used principally to finance acquisitions, fund capital
 expenditures, reduce indebtedness and pay cash dividends.  The
 current dividend payout has been reduced to $.05 per share
 payable annually in May.  The Company's debt to total capital
 percentage increased to 110% from 106% at year end 1995. 
 
 Capital expenditures are expected to approximate $40 million in
 1996 primarily for replacement needs and improvement of domestic
 and foreign facilities.  The Company's long-term liquidity needs
 including such items as capital expenditures and debt repayments 
 are ultimately expected to be financed from future operations.  
 
 In August 1996, the Company entered into a revolving credit
 agreement in the amount of $600 million of which $300 million is
 available to the Company and $300 million to Uniroyal.  The
 agreement extends through August, 2001 and is secured in the
 case of Uniroyal's borrowings by a security interest in
 Uniroyal's accounts receivable and inventory.  The agreement
 calls for interest based upon various options including a spread
 over LIBOR that varies according to certain debt ratios for the
 trailing four fiscal quarters and is currently at .875% over
 LIBOR. Borrowings under the revolving credit agreement amounted
 to $151 million at September 28, 1996 and bore an interest rate
 of 6.3%.
  
 
 
 
 ENVIRONMENTAL MATTERS
 
 The Company is involved in claims, litigation, administrative
 proceedings and investigations of various types in several
 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 a
 result of current information and analysis, the Company recorded
 a special provision in the amount of $30.0 million during the
 third quarter of 1996 for environmental remediation activities.
 As of September 28, 1996, the Company's reserves for such
 environmental liabilities totaled $95.0 million.  These
 estimates may subsequently change 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
 all 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.
 

PART II.  OTHER INFORMATION:

Item 4.   Submission of Matters to a Vote of Security Holders

    (a)  A Special Meeting of the Crompton & Knowles
         Stockholders was held on August 21, 1996.

    (b)  Proxies for the Special Meeting were solicited pursuant
         to Regulation 14A under the Securities Exchange Act of
         1934.

    (c)  A brief description of the matter submitted to a vote
         at the Special Meeting, and the results of voting, are
         as follows:

         Approval and adoption of the Agreement and Plan of
         Merger, dated as of April 30, 1996 (the "Merger
         Agreement"), by and among the Company, Uniroyal Chemical
         Corporation, a Delaware corporation("Uniroyal"), and
         Tiger Merger Corp., a Delaware corporation and a
         wholly owned subsidiary of the Company, and the
         transactions contemplated thereby, which will also
         constitute approval of an amendment to Crompton's 1988
         Long Term Incentive Plan to increase the number of
         shares of Crompton common stock, par value $0.10
         per share, reserved for issuance thereunder by 6,000,000
         shares, as fully described in the Joint Proxy
         Statement/Prospectus relating thereto.

                                                  Abstained/ 
           For                  Against           Withheld
  
      32,176,169 Shares      1,567,754 Shares       275,528    


   


Item 6. Exhibits and Reports on Form 8-K

    (a) Exhibits:

        Number                        Description

        (4)*      Credit Agreement dated as of August 21, 1996,
                  among the Registrant and four subsidiaries as
                  borrowers, 15 initial lenders, 2 initial
                  issuing banks, Citicorp Securities, Inc. as
                  Arranger and Citicorp USA, Inc. as Agent and
                  The Chase Manhattan Bank as Managing Agent.

        (11)      Statement Re Computation of Per Share Earnings

        (27)*     Financial Data Schedule

    (b) A report on Form 8K was filed by Crompton & Knowles
        Corporation on August 21, 1996.

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

                             SIGNATURES

     Pursuant to the requirements of the Securities 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)

November 12, 1996          By:   /s/Charles J. Marsden
                                 Charles J. Marsden
                                 Senior Vice President - Finance
                                 (Principal Financial Officer)


November 12, 1996          By:   /s/John T. Ferguson II
                                 Vice President, 
                                 General Counsel and Secretary