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 March 27, 1999

                                  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 April 14, 1999
Common Stock, $.10 par value             65,448,571 shares


                                                                 
 
 
                  CROMPTON & KNOWLES CORPORATION
                            FORM 10-Q 
                 FOR QUARTER ENDED MARCH 27, 1999
 
 
 
                              INDEX
                                    
 
 
 
  PART I.     FINANCIAL INFORMATION:
 
  Item 1.     Condensed Financial Statements and
              Accompanying Notes
 
              . Consolidated Statements of Earnings
                (unaudited) - First quarter ended 1999 and 1998
                
              . Consolidated Balance Sheets - March 27, 1999
                (unaudited) and December 26, 1998
 
              . Consolidated Statements of Cash Flows
                (unaudited) - First Quarter ended 1999 and 1998
                
              . Notes to Consolidated Financial Statements
                (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 5.     Other information
 
  Item 6.     Exhibits and Reports on Form 8-K
 
  Signatures
 
  *Exhibit 10.1 Supplemental Retirement Agreement dated as of
                March 22, 1999, by and between Vincent A.
                Calarco and the Registrant.
 
  *Exhibit 10.2 Form of Supplemental Retirement Agreement dated
                as of March 22, 1999, by and between the 
                Registrant and six (6) of its executive
                officers.
 
  *Exhibit  27  Financial Data Schedules
 
 * A copy of this Exhibit is annexed to this report on Form 10-Q
 provided to the Securities and Exchange Commission. 




                                                    UNAUDITED
CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
First quarter ended 1999 and 1998
(In thousands, except per share data)



                                     1999           1998

 Net sales                           $ 396,292      $ 477,219

 Cost of products sold                 247,295        302,465
 Selling, general and administrative    60,590         67,273
 Depreciation and amortization          18,837         20,093
 Research and development               11,308         13,163
 Equity income                          (7,055)            - 

   Operating profit                     65,317         74,225

 Interest expense                       13,154         23,613
 Other income (a)                      (40,706)          (289)

 Earnings before income taxes
   and extraordinary loss               92,869         50,901
 Income taxes                           33,666         18,958

 Earnings before
   extraordinary loss                   59,203         31,943

 Extraordinary loss on early 
   extinguishment of debt                   -          (1,951)

 Net earnings                        $  59,203      $  29,992


 Basic earnings per common share:
 Earnings before
   extraordinary loss                $    .87       $    .43 
 Extraordinary loss                         -           (.03)

 Net earnings                        $    .87       $    .40 

 Diluted earnings per common share:
 Earnings before
   extraordinary loss                $    .86       $    .42 
 Extraordinary loss                         -           (.03)

 Net earnings                        $    .86       $    .39 

 (a) 1999 includes a gain of $42,060 ($26,813 after-tax) from
     the sale of the specialty ingredients business.
See accompanying notes to consolidated financial statements.
                           - 2 -




                                            March 27, 1999 UNAUDITED

CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
March 27, 1999 and December 26, 1998
(In thousands of dollars)


                                             March 27,       December 26,
                                               1999             1998
  ASSETS
  CURRENT ASSETS
  Cash                                    $     18,238     $     12,104
  Accounts receivable                          207,942          173,668
  Inventories                                  323,779          334,562
  Other current assets                          82,309           77,422
      Total current assets                     632,268          597,756
  NON-CURRENT ASSETS
  Property, plant and equipment                445,171          473,403
  Cost in excess of acquired net assets        147,892          166,184
  Other assets                                 171,472          171,550
                                          $  1,396,803     $  1,408,893

  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
  Notes payable                           $     11,569     $     17,305
  Accounts payable                             118,173          117,338
  Accrued expenses                             135,493          139,401
  Income taxes payable                          84,791          103,179
  Other current liabilities                     18,551           17,149
      Total current liabilities                368,577          394,372
  NON-CURRENT LIABILITIES
  Long-term debt                               686,700          646,857
  Postretirement health care liability         141,300          142,727
  Other liabilities                            149,646          158,234

  STOCKHOLDERS' EQUITY
  Common stock                                   7,733            7,733
  Additional paid-in capital                   240,885          238,615
  Retained earnings (deficit)                   43,218          (15,985)
  Accumulated other comprehensive income       (49,475)         (37,571)
  Treasury stock at cost                      (190,973)        (125,246)
  Deferred compensation                           (808)            (843)
      Total stockholders' equity                50,580           66,703

                                          $  1,396,803     $  1,408,893




  See accompanying notes to consolidated financial statements.
                                   - 3 -




                                                             UNAUDITED
CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
First Quarter ended 1999 and 1998
(In thousands of dollars)




Increase (decrease) to cash                           1999         1998
CASH FLOWS FROM OPERATING ACTIVITIES
  Net earnings                                    $   59,203   $   29,992
  Adjustments to reconcile net earnings
    to net cash provided by operations:
    Gain on sale of specialty ingredients            (42,060)           -
    Extraordinary loss on early debt extinguishment        -        1,951
    Depreciation and amortization                     18,837       20,093
    Equity income                                     (7,055)           -
    Changes in assets and liabilities, net (a)       (82,102)     (27,964)
  Net cash provided (used) by operations (a)         (53,177)      24,072

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of specialty ingredients        103,000            -
  Capital expenditures                               (12,471)      (8,662)
  Other investing activities                           1,862          298
  Net cash provided (used) by investing activities    92,391       (8,364)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds (payments) on long-term borrowings         39,843      (24,016)
  Proceeds (payments) on short-term borrowings        (5,736)       1,639
  Premium paid on early extinguishment of debt             -       (2,662)
  Treasury stock acquired                            (67,516)           -
  Other financing activities                             169        8,928
  Net cash used by financing activities              (33,240)     (16,111)

CASH
  Effect of exchange rates on cash                       160         (219)
  Change in cash                                       6,134         (622)
  Cash at beginning of period                         12,104       10,607
  Cash at end of period                           $   18,238   $    9,985



 (a) 1999 includes tax payment of $48,190 relating to fourth
     quarter 1998 Gustafson gain.






See accompanying notes to consolidated financial statements.
                                  -4-






CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements

                                 



PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

The information included in the foregoing consolidated financial
statements is unaudited but reflects all adjustments which, in
the opinion of management, are necessary for a fair statement of
the results for the interim periods presented.  

Included in accounts receivable are allowances for doubtful
accounts of $10.1 million in 1999 and $9.8 million at December
26, 1998.

Accumulated depreciation amounted to $424.5 million in 1999 and
$434.7 million at December 26, 1998.

Accumulated amortization of cost in excess of acquired net assets
amounted to $40.3 million in 1999 and $44.6 million at December
26, 1998.  

Accumulated amortization of patents, unpatented technology,
trademarks and other intangibles included in other assets
amounted to $123.7 million in 1999 and $120.9 million at December
26, 1998.  

Cash payments during the quarters ended March 27, 1999 and March
28, 1998 included interest of $12.2 million and $13.8 million,
respectively, and income taxes of $50.8 million and $6.5 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 1998 Annual Report
on Form 10-K.


CAPITAL STOCK

As of March 27, 1999, there were 77,332,751 common shares issued
at $.10 par value, of which 11,439,210 shares were held in the
treasury.


INVENTORIES 

Components of inventories are as follows:

                                   March 27,       Dec. 26, 
(In thousands)                       1999            1998   

Finished goods                     $227,998        $226,663 
Work in process                      40,315          45,237 
Raw materials and supplies           55,466          62,662 

                                   $323,779        $334,562 

EARNINGS 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)                                   1999     1998 
Weighted average common shares outstanding      67,717   74,103 
Stock options and other equivalents              1,502    2,311

Weighted average common and
  common equivalent shares outstanding          69,219   76,414


BUSINESS SEGMENT DATA

The Company evaluates a segment's performance based on several
factors, of which a primary financial measure is operating
profit. In computing operating profit, the following items have
not been deducted: interest expense, other income and income
taxes. Intersegment sales are not significant.

                                        Quarter Ended
                                   March 27,      March 28,
(In thousands)                        1999           1998  

SALES 
Specialty Chemicals
  Performance Chemicals          $   113,514    $   113,272
  Crop Protection                     65,718        107,843
  Colors                              50,178         61,100
  Other                                    -         24,805
                                     229,410        307,020
Polymers & Polymer Processing
Equipment
  Polymers                            78,735         86,590
  Polymer Processing Equipment        88,147         83,609
                                     166,882        170,199

  Total net sales                $   396,292    $   477,219


OPERATING PROFIT
Specialty Chemicals
  Performance Chemicals          $    13,002    $    14,227
  Crop Protection                     22,114         28,279
  Colors                               4,702          6,874
  Other                                    -          2,488
                                      39,818         51,868
Polymers & Polymer Processing
Equipment
  Polymers                            21,407         18,350
  Polymer Processing Equipment        10,812         10,366
                                      32,219         28,716

General corporate expense         (    6,720)    (    6,359)

  Total operating profit         $    65,317    $    74,225


Segment assets in the Specialty Chemicals-Other segment declined
$64.5 million due to the disposition of the specialty ingredients
business. There are no other material changes in total assets for
any other segments from the amounts disclosed as of year-end
1998.


COMPREHENSIVE INCOME

An analysis of the Company's comprehensive income follows:

                                        Quarter Ended
                                   March 27,      March 28,
(In thousands)                        1999           1998  

Net earnings                     $    59,203    $    29,992
Other comprehensive expense:
  Foreign currency translation
    adjustments                   (   11,904)    (    3,196)

Comprehensive income             $    47,299    $    26,796


The balance of accumulated other comprehensive income includes
accumulated translation adjustments and minimum pension liability
in the amounts of $48.5 million and $1.0 million at March 27,
1999, and $36.6 million and $1.0 million at December 26,
1998.  





              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 
  
 FIRST QUARTER RESULTS
      
 Overview
 
 Consolidated net sales of $396.3 million for the first quarter
 of 1999 decreased 17% from the comparable period in 1998.  After
 adjusting to exclude $75 million from deconsolidated joint
 ventures and the sale of the specialty ingredients business, net
 sales decreased 1%, primarily as a result of lower Colors sales. 
 International sales, including U.S. exports, were 44% of total
 sales, up from 39% in the first quarter of 1998.
 
 Net earnings increased 97% to $59.2 million, or $.87 per share
 basic and $.86 per share diluted, compared to $30.0 million, or
 $.40 per share basic and $.39 per share diluted, in the first
 quarter of 1998.   Before after-tax special items (a $26.8
 million gain from the sale of the specialty ingredients business
 in 1999 and a $1.9 million extraordinary loss on early
 extinguishment of debt in 1998), net earnings were $32.4
 million, or $.48 per share basic and $.47 per share diluted,
 compared with $31.9 million, or $.43 per share basic and $.42
 per share diluted, in the prior year.
 
 Gross margin as a percentage of sales increased to 37.6% from
 36.6% in the first quarter of 1998.  The increase was
 attributable primarily to improved product mix and lower raw
 material costs partially offset by lower pricing.  Consolidated
 operating profit of $65.3 million declined 12%; however,
 excluding the impact of deconsolidated joint ventures and the
 sale of the specialty ingredients business, operating profit was
 slightly ahead of last year. 
 
 Specialty Chemicals
 
 Performance chemicals sales of $113.5 million increased slightly
 from the first quarter of 1998.  Rubber chemical sales were
 lower by 2% primarily due to lower pricing, while specialty
 additive sales were higher by 3%.  Performance chemicals
 operating profit of $13.0 million decreased 9% versus the first
 quarter of 1998, primarily as a result of lower pricing in
 rubber chemicals.
 
 Crop protection sales of $65.7 million decreased 39% from the
 prior year primarily as a result of the deconsolidation of the
 seed treatment joint venture.  Excluding the $39.7 million
 impact of the joint venture deconsolidation, crop protection
 sales decreased 4% from the prior year as certain export sales
 were delayed into the second quarter because of letter of credit
 issues.  Operating profit of $22.1 million decreased 22% from
 the prior year primarily due to the seed treatment joint
 venture.  Excluding the $6.6 million impact of the joint venture
 deconsolidation, operating profit was 2% higher than 1998
 primarily as a result of slightly higher pricing and improved
 product mix.
 
 Colors sales of $50.2 million decreased 18% from the first
 quarter of 1998 primarily as a result of weakness in the U.S.
 and European textile dye markets caused by low-cost Asian
 imports of dyes and apparel and particularly aggressive selling
 tactics by European competitors.  Lower selling prices in the
 quarter account for five percent of the sales decline. 
 Operating profit of $4.7 million was 32% lower than the first
 quarter of 1998 primarily as a result of lower sales volume and
 pricing.
 
 Other sales and operating profit decreased $24.8 million and
 $2.5 million, respectively, as a result of the sale of the
 specialty ingredients business effective the first day of fiscal
 1999.
 
 Polymers & Polymer Processing Equipment
 
 Polymers sales of $78.7 million decreased 9% from 1998 primarily
 as a result of the deconsolidation of the nitrile rubber joint
 venture announced in November 1998. Excluding the $10.5 million
 impact from the joint venture deconsolidation, polymer sales
 were 4% higher than the first quarter of 1998.  EPDM sales
 increased 7% with 5% resulting from higher selling prices. 
 Urethane sales were essentially unchanged from the prior year,
 but reflect a significant improvement from the 6% decline in the
 fourth quarter of 1998.  Operating profit of $21.4 million
 increased 17% over the prior year primarily as a result of
 higher sales volume, improved pricing and lower raw material
 costs.
 
 Polymer processing equipment sales of $88.2 million were 5%
 higher than the first quarter of 1998 despite lower pricing of
 2%.  Operating profit of $10.8 million was 4% higher than 1998
 as lower selling prices and an unfavorable product mix
 restrained operating margin growth during the quarter.  The
 equipment order backlog at the end of the first quarter was $118
 million, unchanged from year-end 1998.  
 
 Other
 
 Selling, general and administrative expenses of $60.6 million
 decreased 10% versus the first quarter of 1998 primarily due to
 the impact of the deconsolidation of the joint ventures and the
 sale of the specialty ingredients business. Depreciation and
 amortization (down 6%) and research and development costs (down
 14%) also declined as a result of the joint venture
 deconsolidations and the sale of the specialty ingredients
 business.  Equity income of $7.1 million in the first quarter of
 1999 was primarily attributable to the seed treatment joint
 venture.  Interest expense of $13.2 million decreased 44%
 primarily due to lower levels of indebtedness and lower interest
 cost on borrowings used to redeem high cost debt in 1998.  Other
 income of $40.7 million includes a gain in the amount of $42.1
 million from the sale of the specialty ingredients business
 offset partially by $1.2 million in fees related to the accounts
 receivable securitization program.  The effective tax rate of
 36.3% compares favorably with 37.2% in the comparable 1998
 quarter.
 
 
 
 LIQUIDITY AND CAPITAL RESOURCES 
 
 The March 27, 1999 working capital balance of $263.7 million
 increased $60.3 million from the year-end 1998 balance of $203.4
 million, while the current ratio increased to 1.7 from 1.5.  The
 increase was primarily due to a seasonal increase in accounts
 receivable of the crop protection business and to a $48.2
 million income tax payment relating to the 1998 Gustafson gain.
 Days sales in receivables averaged 44 days in the first quarter
 of 1999, versus 54 days in the same quarter of 1998, principally
 due to the impact of the accounts receivable securitization
 program initiated in December 1998.  Inventory turnover averaged
 2.9, versus 3.3 in the same quarter of 1998, primarily as a
 result of the joint venture deconsolidations.
 
 Net cash flow used by operations in the first quarter of 1999
 was $53.2 million compared to cash flow provided by operations
 of $24.1 million in 1998, primarily due to the tax payment on
 the 1998 Gustafson gain and other working capital requirements. 
 Cash provided from the sale of the specialty ingredients
 business and additional borrowings under the company's revolving
 credit agreement were used primarily to fund common share
 repurchases, capital expenditures, the income tax payment
 related to the 1998 Gustafson gain and other working capital
 requirements.  The Company's debt to total capital increased to
 93% from 91% at year-end 1998.  The Company's liquidity needs,
 including debt servicing, are expected to be financed from
 operations.  The Company has available a revolving credit
 agreement providing for borrowings of $545 million through
 September 2003.  Borrowings under the agreement amounted to
 $328.7 million at March 27, 1999 and carried a weighted average
 interest rate of 5.7%.  In addition, the Company has available
 an accounts receivable securitization program to sell up to $82
 million of domestic accounts receivable to an agent bank.  As of
 March 27, 1999, $80 million of domestic accounts receivable had
 been sold under this agreement.
 
 In September 1998, the Company announced a share repurchase
 program to buy back 7.5 million shares or approximately 10% of
 the common shares then outstanding.  The program was completed
 in early 1999 and in January 1999, the Company announced another
 share repurchase program for 6.8 million shares, or
 approximately 10% of the common shares then outstanding.  During
 the first quarter of 1999, the Company repurchased 3.7 million
 common shares and from September 1998 to date, has repurchased
 9.5 million shares at an average cost of $17.85 per share.
 
 Capital expenditures are expected to approximate $70 million in
 1999, primarily for replacement needs and improvement of
 domestic and foreign facilities.


MARKET RISK 

At March 27, 1999, the Company had an interest rate lock
contract ("Interest Hedge") outstanding with a major financial
institution for $230 million at a rate of 6.04%. The Interest
Hedge expires on September 1, 2000. The settlement amount will
be based on the difference between the rate of 6.04% and the 10
year Treasury rate at the expiration date. A settlement of the
fair market value of the Interest Hedge as of March 27, 1999
would require a payment of approximately $11 million, compared
to a required estimated payment of $17 million at year-end 1998.

The fair market value of long-term debt is subject to interest
rate risk. The Company's long-term debt amounted to $686.7
million at March 27, 1999. The fair market value of such debt
was $710.2 million, and with respect to notes, has been
determined based on quoted market prices.


 
 YEAR 2000 ISSUES
 
 The Company has assessed and continues to assess its Information
 Technology ("IT") infrastructures including those systems that
 are typically viewed as non-IT systems to determine and address
 any potential problems that may result from Year 2000 compliance
 issues. As generally known, Year 2000 compliance issues pertain
 to the ability of computerized systems to recognize and process
 date sensitive information beginning January 1, 2000. The
 Company has performed this assessment over the last two years
 and has been implementing appropriate steps to be Year 2000
 compliant in both its IT and non-IT systems.
 
 Under the Company's current environment, IT systems include
 mission critical applications that directly support the
 Company's operations. These IT systems also include networked
 personal computers running desktop applications.  Typical non-IT
 systems within the Company's environment include process
 controls and other microcontrollers containing imbedded computer
 chips. The Company has completed its assessment of its non-IT
 systems and is aggressively undertaking measures to remedy such
 systems. The Company expects to complete this remediation and
 testing by October 1999.
 
 The Company employs a number of major mission critical IT
 systems in its Specialty Chemicals and Polymers businesses.
 These systems are currently being upgraded and tested to
 address Year 2000 compliance issues and the Company expects
 this to be completed by mid-1999.
 
 The Company's Polymer Processing Equipment business is supported
 by a legacy system that runs on a mid-range computer system. 
 This system has been reworked and tested, and the Company
 believes that it is now Year 2000 compliant.  The Company has
 assessed all other IT systems including non-IT systems in this
 business segment and has undertaken necessary steps to address
 any Year 2000 compliance issues.  This business currently sells
 equipment controls containing programs and microchips.  The
 Company believes that these products which are used in the
 operation of extrusion machinery are Year 2000 compliant.
 
 The Company has operations in Europe, Asia Pacific, and Latin
 America supported by IT systems operating on mid-range
 computers. The Company is presently upgrading these IT systems
 to address Year 2000 compliance and expects to complete this
 upgrade by mid-1999.
 
 The Company is actively looking into the overall Year 2000
 readiness of its major business partners including vendors,
 suppliers, and service providers in order to determine that the
 Company's operations will not be disrupted in the event that any
 such third party failed to have Year 2000 compliant systems. 
 The Company has received assurances from nearly all of the major
 business entities that it conducts business with that these
 entities will be able to conduct business beyond January 1,
 2000, without any disruption. The Company continues to provide
 status information of its Year 2000 compliance effort to its
 customers and assures its customers that the Company's IT
 infrastructure will continue to function properly beyond 
 January 1, 2000.
 
 The Company has spent approximately $5.0 million to assess and
 correct Year 2000 compliance issues in its IT infrastructure
 through March 27, 1999. The Company estimates that it will spend
 an additional $1.4 million to complete the remediation of Year
 2000 compliance issues in its IT infrastructure. The Company is
 committed to allocate funds to remediate any other Year 2000
 compliance issues in the course of its ongoing assessment of its
 IT infrastructure. Year 2000 compliance costs are not expected
 to have a material effect on the Company's results of
 operations.
 
 The Company does not expect to have any material risk exposure
 emanating from its internal IT infrastructure. While it is not
 expected to occur, failure of the Company's suppliers and key
 customers to address Year 2000 compliance could have a material
 adverse impact on the Company's operations. In particular,
 failure of the Company's energy and telecommunication suppliers
 to address Year 2000 compliance could have a material adverse
 impact on the Company's operations. The Company is continuing to
 assess its efforts to mitigate any potential risk associated
 with Year 2000 compliance and is actively pursuing the
 development of appropriate contingency plans when needed.
 
 
 NEW ACCOUNTING STANDARDS
 
 In June 1998, the Financial Accounting Standards Board issued
 Statement No. 133 "Accounting for Derivative Instruments and
 Hedging Activities."  The Company plans to adopt this statement
 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 March 27, 1999, the Company's accrual for
 environmental remediation activities totaled $93 million.  It is
 reasonably possible that the Company's estimates for
 environmental remediation liabilities 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
 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
 operations in any given year if a significant number of these
 matters are resolved unfavorably.
 
 
 FORWARD-LOOKING STATEMENTS
 
 Certain statements made in this Form 10-Q report are forward
 looking statements that involve risks and uncertainties.  These
 statements are based on currently available information and the
 Company's actual results may differ significantly from the
 results discussed.  Investors are cautioned that there can be no
 assurances that the actual results will not differ materially
 from those suggested in such forward-looking statements.




PART II. OTHER INFORMATION:

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

          (a)  The Annual Meeting of the Stockholders was held
               on April 27, 1999

          (b)  Proxies for the Annual Meeting were solicited
               pursuant to Regulation 14A under the Securities
               Exchange Act of 1934, there was no solicitation
               in opposition to the nominees for the Board of 
               Directors as listed in the Proxy Statement, and
               all of such nominees were elected.

          (c)  A brief description of each matter voted upon at 
               the Annual Meeting, and the results of voting,
               are as follows:


1.   Election of three (3) Directors to serve for a term 
     expiring in 2002:         
                                      FOR             WITHHELD   

     Vincent A. Calarco        56,520,603 shares   903,348 shares
     Charles J. Marsden        56,560,663 shares   863,288 shares
     C.A. Lance Piccolo        56,554,781 shares   869,170 shares 

     Other Directors whose terms of office as directors continue
     after the Annual Meeting of Stockholders include James A.
     Bitonti, Robert A. Fox, Roger L. Headrick, Leo I. Higdon,
     Jr., and Patricia K. Woolf Ph.D.

2.   The approval of the Crompton & Knowles Corporation 1998 Long
     Term Incentive Plan.
 
          FOR                  AGAINST           ABSTAINED   

     39,421,567 shares     9,212,282 shares    198,844 shares

      BROKER NONVOTES 

      8,591,258 shares

3.   Approval to increase the number of shares of the
     Corporation's Common Stock reserved for issuance under the
     Crompton & Knowles Corporation 1998 Long Term Incentive Plan
     by 3,000,000 shares.

          FOR                  AGAINST          ABSTAINED   

     38,133,830 shares    10,460,170 shares   238,693 shares

      BROKER NONVOTES 

      8,591,258 shares

4.   Approval of the selection by the Board of Directors of
     an independent auditor for 1999.
     
          FOR                  AGAINST            ABSTAINED  

     57,111,842 shares      245,901 shares      66,208 shares 


Item 5.  Other information


The Company announced certain changes in executive officer
positions which became effective May 1, 1999. Charles J. Marsden,
former Senior Vice President and Chief Financial Officer of the
Company, became its Senior Vice President, Strategy &
Development. Peter Barna, former Vice President, Finance of the
Company, became its Vice President, Finance and Chief Financial
Officer.


Item 6.  Exhibits and Reports on Form 8-K 

    (a) Exhibits

           Number                Description

           10.1*+             Supplemental Retirement Agreement
                              dated as of March 22, 1999, by and
                              between Vincent A. Calarco and the
                              Registrant.

           10.2*+             Form of Supplemental Retirement
                              Agreement dated as of March 22,
                              1999, by and between the Registrant
                              and six (6) of its executive
                              officers.             

            27*               Financial Data Schedule

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

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

      + This exhibit is a compensatory plan, contract or
        arrangement in which one or more directors or 
        executive officers of the Registrant participate.





                            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)


May 11, 1999                  By:/s/ Peter Barna       
                                 Peter Barna
                                 Vice President, Finance and
                                 Chief Financial Officer


May 11, 1999                  By:/s/ John T. Ferguson II
                                 John T. Ferguson II
                                 Vice President, General
                                 Counsel and Secretary