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 26, 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 October 14, 1998
Common Stock, $.10 par value             72,062,595 shares


                                                                 





 
 
                  CROMPTON & KNOWLES CORPORATION
                            FORM 10-Q 
                 FOR QUARTER ENDED SEPTEMBER 26, 1998
 
 
 
                              INDEX
                                    
 
 
 
  PART I.     FINANCIAL INFORMATION:
 
  Item 1.     Condensed Financial Statements and
              Accompanying Notes
 
              . Consolidated Statements of Earnings
                (unaudited) - Quarters and nine months ended 
                September 26, 1998 and September 27, 1997
 
              . Consolidated Balance Sheets - September 26, 1998
                (unaudited) and December 27, 1997
 
              . Consolidated Statements of Cash Flows
                (unaudited) - Nine months ended
                September 26, 1998 and September 27, 1997
 
              . Notes to Consolidated Financial
                Statements - Quarter ended September 26, 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  11 Statement Re Computation of Per Share Earnings
 
  *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 and the New
 York Stock Exchange.







                                                                 UNAUDITED
CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
Quarters and nine months ended September 26, 1998 and September 27, 1997
(In thousands, except per share data)

                                Quarters ended         Nine months ended
                              Sept. 26,  Sept. 27,   Sept. 26,    Sept. 27,
                              1998       1997        1998         1997

 Net sales                    $ 442,768  $ 455,076   $ 1,394,324  $ 1,423,091

 Cost of products sold          279,600    287,626       874,156      904,636
 Selling, general
   and administrative            64,219     67,713       197,566      204,152
 Depreciation and amortization   20,164     20,092        60,651       60,245
 Research and development        13,080     13,543        39,443       39,481
 Severance and other costs           -      13,000            -        13,000
 Special environmental charge        -      15,000            -        15,000

 Operating profit                65,705     38,102       222,508      186,577
 Interest expense                17,916     25,641        62,034       79,175
 Other income                    (1,055)   (27,910)       (2,602)     (27,129)

 Earnings before income
   taxes and extraordinary loss  48,844     40,371       163,076      134,531
 Provision for income taxes      18,252     15,549        60,746       51,330

 Earnings before
   extraordinary loss            30,592     24,822       102,330       83,201
 Extraordinary loss on early 
   extinguishment of debt        (5,674)    (1,882)      (21,468)      (3,109)

 Net earnings                 $  24,918  $  22,940   $    80,862  $    80,092

 Basic earnings per common share
 Earnings before
   extraordinary loss         $    .41   $    .33    $     1.37   $     1.13 
 Extraordinary loss               (.07)      (.02)         (.28)        (.04)

 Net earnings                 $    .34   $    .31    $     1.09   $     1.09 

 Diluted earnings per common share
 Earnings before
   extraordinary loss         $    .40   $    .32    $     1.34   $     1.10 
 Extraordinary loss               (.07)      (.02)         (.28)        (.04)

 Net earnings                 $    .33   $    .30    $     1.06   $     1.06 

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

 See accompanying notes to consolidated financial statements.
                                 - 2 -






                                            September 26, 1998 UNAUDITED

CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
September 26, 1998 and December 27, 1997
(In thousands of dollars)


                                            September 26,    December 27,
                                               1998             1997
  ASSETS
  CURRENT ASSETS
  Cash                                    $      8,803     $     10,607
  Accounts receivable                          288,311          262,412
  Inventories                                  357,921          356,716
  Other current assets                          71,843           85,314
      Total current assets                     726,878          715,049
  NON-CURRENT ASSETS
  Property, plant and equipment                476,292          474,892
  Cost in excess of acquired net assets        180,023          181,025
  Other assets                                 161,690          177,854
                                          $  1,544,883     $  1,548,820

  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
  Notes payable                           $     11,595     $      1,770
  Accounts payable                             147,435          145,405
  Accrued expenses                             149,331          149,910
  Income taxes payable                          48,022           38,909
  Other current liabilities                     26,420           27,094
      Total current liabilities                382,803          363,088
  NON-CURRENT LIABILITIES
  Long-term debt                               811,769          896,291
  Postretirement health care liability         148,392          149,344
  Other liabilities                            144,148          160,187

  STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock                                   7,733            7,733
  Additional paid-in capital                   236,761          232,213
  Accumulated deficit                          (96,878)        (174,019)
  Accumulated translation adjustment           (34,894)         (42,045)
  Treasury stock at cost                       (51,357)         (40,228)
  Deferred compensation                           (834)            (984)
  Pension liability adjustment                  (2,760)          (2,760)
      Total stockholders' equity (deficit)      57,771          (20,090)

                                          $  1,544,883     $  1,548,820



  See accompanying notes to consolidated financial statements.
                                   - 3 -





                                                             UNAUDITED
CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Nine months ended September 26, 1998 and September 27, 1997
(In thousands of dollars)



                                                    Sept. 26,    Sept. 27,
Increase (decrease) to cash                           1998         1997
CASH FLOWS FROM OPERATING ACTIVITIES
  Net earnings                                    $   80,862   $   80,092
  Adjustments to reconcile net earnings
    to net cash provided by operations:
    Extraordinary loss on early debt extinguishment   21,468        3,109
    Depreciation and amortization                     60,651       60,245
    Noncash interest                                   4,977       10,541
    Deferred taxes                                     6,442       21,689
    Changes in assets and liabilities, net            (8,916)      (9,292)
  Net cash provided by operations                    165,484      166,384

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisitions                                        (5,927)           -
  Capital expenditures                               (42,084)     (27,900)
  Other investing activities                             380        3,008
  Net cash used by investing activities              (47,631)     (24,892)

CASH FLOWS FROM FINANCING ACTIVITIES
  Redemption of 11% and 12% notes                   (352,802)           -
  Proceeds (payments) on long-term borrowings        259,438     (136,975)
  Proceeds (payments) on short-term borrowings         9,825       (5,901)
  Premium paid on early extinguishment of debt       (22,984)      (4,123)
  Treasury stock acquired                            (20,922)           -
  Dividends paid                                      (3,721)      (3,671)
  Other financing activities                          10,669        3,612
  Net cash used by financing activities             (120,497)    (147,058)

CASH
  Effect of exchange rates on cash                       840         (400)
  Change in cash                                      (1,804)      (5,966)
  Cash at beginning of period                         10,607       21,120
  Cash at end of period                           $    8,803   $   15,154









See accompanying notes to consolidated financial statements.
                                  -4-









CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
Quarter ended September 26, 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 $12.8 million in 1998 and $8.7 million at December
27, 1997.

Accumulated depreciation amounted to $456.9 million in 1998 and
$416.6 million at December 27, 1997.

Accumulated amortization of cost in excess of acquired net assets
amounted to $46.7 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 $134.4 million in 1998 and $123.3 million at December
27, 1997.  

Cash payments during the nine months ended September 26, 1998 and
September 27, 1997 included interest of $57.3 million and $62.7
million, respectively, and income taxes of $24.2 million and
$25.1 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 September 26, 1998, there were 77,332,751 common shares
issued at $.10 par value, of which 3,891,856 shares were held in
the treasury.


INVENTORIES 

Components of inventories are as follows:

                                   Sept.26,        Dec. 27, 
(In thousands)                       1998             1997  

Finished goods                     $243,666        $226,730 
Work in process                      42,500          47,029 
Raw materials and supplies           71,755          82,957 

                                   $357,921        $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)                   Third Quarter    Nine Months  
                                1998     1997    1998     1997 
Weighted average common
  shares outstanding           74,460   73,508  74,331   73,309 
Stock options, warrants
  and other equivalents         1,823    2,117   2,189    1,902

Weighted average common
  and common equivalent
  shares outstanding           76,283   75,625  76,520   75,211









BUSINESS SEGMENT DATA

                                     Third Quarter Ended
                                   Sept. 26,      Sept. 27,
(In thousands)                        1998           1997  

SALES 
Specialty Chemicals              $   352,322    $   375,328
Specialty Equipment and Controls      90,446         79,748

  Total net sales                $   442,768    $   455,076

OPERATING PROFIT
Specialty Chemicals              $    56,902    $    61,407
Specialty Equipment and Controls      11,814         10,165
Severance and other costs                  -     (   13,000)
Special environmental provision            -     (   15,000)
General corporate expense         (    3,011)    (    5,470)

  Total operating profit         $    65,705    $    38,102


                                      Nine Months Ended
                                   Sept. 26,      Sept. 27,
(In thousands)                        1998           1997  

SALES 
Specialty Chemicals              $ 1,139,117    $ 1,192,337
Specialty Equipment and Controls     255,207        230,754

  Total net sales                $ 1,394,324    $ 1,423,091

OPERATING PROFIT
Specialty Chemicals              $   205,019    $   206,039
Specialty Equipment and Controls      32,012         25,913
Severance and other costs                  -     (   13,000)
Special environmental provision            -     (   15,000)
General corporate expense         (   14,523)    (   17,375)

  Total operating profit         $   222,508    $   186,577






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:

                              Third Quarter       Nine Months
                                  Ended             Ended       
                            Sept.26, Sept.27, Sept.26, Sept.27,
(In thousands)                1998     1997     1998     1997  
Net earnings                $ 24,918 $ 22,940 $ 80,862 $ 80,092 
Other comprehensive
  (income)expense:
  Foreign currency
    translation adjustments  (11,690)   1,871  ( 7,151)  13,110
  Minimum pension liability
    adjustments, net               -        -        -    ( 953)
   
                             (11,690)   1,871  ( 7,151)  12,157

Comprehensive income        $ 36,608 $ 21,069 $ 88,013 $ 67,935






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.  In addition, $107.2 million of the Company's
9% and 10.5% debt was refinanced in the nine months of 1998.
Borrowings under the revolving credit agreement totaled $453.4
million at September 26, 1998.



RECENT EVENT

On September 17, 1998, the Company and Bayer AG, Germany
announced an agreement in principle to form a joint venture to
serve the agricultural seed treatment market in North America.
The basis of the joint venture will be the Company's Gustafson
seed treatment business. The transaction is anticipated to close
in November 1998.





              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
 
  
 THIRD QUARTER RESULTS
      
 Overview
      
 Consolidated net sales of $442.8 million for the third quarter
 of 1998 decreased 3% from the comparable period in 1997.  The
 decrease was primarily attributable to lower unit volume.  
 International sales, including US exports, were 41% of total
 sales, unchanged from the third quarter of 1997.
 
 Net earnings before extraordinary losses on early extinguishment
 of debt increased 23% to $30.6 million, or $.41 per share basic
 and $.40 per share diluted, compared to $24.8 million, or $.33 
 per share basic and $.32 per share diluted, in last year's third
 quarter.  The extraordinary losses on early extinguishment of
 debt were $5.7 million, or $.07 per share in the third quarter
 of 1998 and $1.9 million, or $.02 per share in the comparable
 1997 quarter.  Net earnings were $24.9 million, or $.34 per
 share basic and $.33 per share diluted, compared with $22.9
 million, or $.31 per share basic and $.30 per share diluted, in
 the prior year's third quarter.
 
 Gross margin as a percentage of net sales increased slightly to
 36.9% from 36.8% in the third quarter of 1997.  Consolidated
 operating profit of $65.7 million was essentially unchanged from
 the $66.1 million (before special charges of $28 million) in the
 third quarter of 1997.  The specialty chemicals segment
 decreased 7% while the specialty process equipment and controls
 segment increased 16%.
 
 Specialty Chemicals
 
 The Company's specialty chemicals segment sales of $352.3
 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 $115.9 million decreased 4% from
 the third quarter of 1997 primarily due to lower unit volume
 offset, in part, by improved pricing.  Sales of rubber chemicals
 were 9% lower than 1997 primarily due to an unfavorable sales
 mix and lower unit volume.  EPDM sales increased 8% primarily
 due to improved pricing.  Nitrile rubber sales decreased 12%
 primarily as a result of lower unit volume.  
 
 Crop protection sales of $86.9 million decreased 5% from the
 comparable 1997 quarter primarily as a result of lower unit
 volume.  The U.S. farm economy worsened during the third quarter
 of 1998 as drought, low commodity prices and lack of grower
 financing impacted demand for the Company's insecticide, harvest
 aid and seed treatment products.  In addition, international
 sales were negatively impacted by economic conditions in Russia,
 Asia and Central Europe.
 
 Specialty sales of $74.7 million decreased 4% versus the third
 quarter of 1997 primarily attributable to lower unit volume as
 weak demand for urethanes more than offset increased sales from
 the introduction of a new polymerization inhibitor and the
 recent plant expansion for synthetic lubricants.
  
 Colors sales of $53.2 million decreased 15% from the third
 quarter of 1997 primarily due to lower unit volume of 13% and
 lower pricing of 2%.  Increased imports of finished apparel from
 Asia adversely affected the business.
 
 Specialty ingredients sales of $21.6 million were 8% lower than
 the third quarter of 1997 primarily attributable to lower unit
 volume as a result of product rationalization in the second half
 of 1997.
 
 Operating profit of $56.9 million decreased 7% versus the third
 quarter of 1997 primarily as a result of lower unit volume and
 unfavorable product mix within certain businesses.
 
 Specialty Process Equipment and Controls
 
 The Company's specialty process equipment and controls segment
 sales of $90.5 million increased 13% from the third quarter of
 1997 primarily as a result of increased unit volume.
 
 Operating profit of $11.8 million increased 16% from the third
 quarter of 1997 primarily attributable to higher unit volume. 
 The order backlog of extruders and related equipment at the end
 of the third quarter of 1998 amounted to $117 million compared
 to $115 million at the end of the second quarter.
 
 Other
 
 Selling, general and administrative expenses of $64.2 million
 decreased 5% versus the third quarter of 1997 primarily due to
 an adjustment of long-term incentive expense caused by the
 Company's recent share price decline.  Depreciation and
 amortization of $20.2 million increased slightly from the
 comparable 1997 period. Research and development costs of $13.1
 million decreased 3% from the third quarter of 1997, but as a
 percentage of sales remained constant at 3%.  Interest expense
 of $17.9 million decreased 30% from the comparable period of
 1997 primarily due to lower levels of indebtedness and lower
 interest cost on borrowings used to redeem the 11% and 12% Notes
 in May, 1998.  Other income of $1.1 million decreased
 significantly from $27.9 million in the third quarter of 1997,
 primarily as a result of the settlement of post retirement
 medical and life insurance benefits with the U.S. Department of
 the Army which resulted in a gain to the company of $28.0
 million in 1997.  The effective tax rate of 37.4% decreased
 versus the 38.5% in the comparable 1997 quarter.
 
 YEAR-TO-DATE RESULTS
 
 Overview
 
 Consolidated net sales of $1.39 billion for the first nine
 months of 1998 decreased 2% from the comparable period in 1997. 
 The decrease resulted primarily from lower unit volume (1%) and
 the impact of lower foreign currency translation (1%). 
 International sales, including U.S. exports, increased as a
 percentage of total sales to 40% from 39% for the first nine
 months of 1997.  
 
 Net earnings before extraordinary losses on early extinguishment
 of debt increased 23% to $102.3 million, or $1.37 per share
 basic and $1.34 per share diluted, compared to $83.2 million, or
 $1.13 per share basic and $1.10 per share diluted, for the prior
 year.  The extraordinary losses on early extinguishment of debt
 were $21.5 million, or $.28 per share in 1998, and $3.1 million,
 or $.04 per share, in the first nine months of 1997.  Net
 earnings were $80.9 million, or $1.09 per share basic and $1.06
 per share diluted, compared with $80.1 million, or $1.09 per
 share basic and $1.06 per share diluted, for the comparable
 period in 1997.
 
 Gross margin as a percentage of net sales increased to 37.3%
 from 36.4% for the first nine months of 1997. The increase was
 attributable primarily to lower raw material costs and improved
 pricing. Consolidated operating profit increased 4% to $222.5
 million from $214.6 million (before special charges of $28
 million) in the prior year.  The specialty chemicals segment was
 slightly lower than 1997 while the specialty process equipment
 and controls segment increased 24%. 
 
 Specialty Chemicals
 
 The Company's specialty chemicals segment sales of $1.14 billion
 decreased 4% from the comparable 1997 period.  The decrease was
 primarily due to lower unit volume of 3% and lower foreign
 currency translation of 1%.  An analysis of sales by major
 product class within the specialty chemicals segment follows.
 
 Chemicals and polymers sales of $360.2 million decreased 4% from
 the first nine months of 1997.  The decrease was primarily
 attributable to lower unit volume of 3% and lower foreign
 currency translation of 1%.  Sales of rubber chemicals were 9%
 lower than 1997 primarily due to lower pricing, unfavorable
 sales mix and unit volume. EPDM sales increased 8% primarily due
 to improved pricing.  Nitrile rubber sales decreased 8%
 primarily as a result of lower unit volume.
 
 Crop protection sales of $295.3 million decreased 5% from the
 comparable 1997 period primarily as a result of lower unit
 volume.  Unfavorable weather, low commodity prices and lack of
 grower financing impacted demand for insecticide and other
 products in the United States, and international sales were
 negatively impacted by economic conditions in Russia, Asia and
 Central Europe.
 
 Specialty sales of $234.9 million were comparable to the prior
 year.  Improved pricing of 1% was offset by the impact of lower
 foreign currency translation.
 
 Colors sales of $178.9 million decreased 9% from the first nine
 months of 1997 primarily due to lower unit volume of 6%, foreign
 currency translation of 2% and lower pricing of 1%.
 
 Specialty ingredients sales of $69.8 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 $205.0 million decreased $1.0 million from
 $206.0 million for the nine month period in 1997 primarily from
 a decrease in unit volume offset by lower operating costs and
 improved pricing.
 
 Specialty Process Equipment and Controls
 
 The Company's specialty process equipment and controls segment
 reported sales of $255.2 million representing an 11% increase
 from the 1997 nine month period primarily due to higher unit
 volume.
 
 Operating profit of $32.0 million increased 24% versus the
 comparable 1997 period primarily due to increased unit volume
 and improved pricing and product mix.
 
 Other
 
 Selling, general and administrative expenses of $197.6 million
 decreased 3% versus the comparable period in 1997, primarily
 from the lower unit volume of sales and an adjustment of long-
 term incentive expense caused by the Company's share price
 decline.  Depreciation and amortization of $60.7 million
 increased 1% versus the 1997 period primarily as a result of a
 higher fixed asset base.  Research and development cost of $39.4
 million approximated the comparable period in 1997 and as a
 percentage of net sales remained constant at 3%.  Interest
 expense of $62.0 million decreased 22% from the nine months of
 1997 due to lower levels of indebtedness and lower interest cost
 on borrowings used to redeem the 11% and 12% Notes in May. 
 Other income of $2.6 million in 1998 decreased significantly
 from $27.1 million in 1997 which included a settlement gain of
 $28.0 million with the U.S. Department of the Army.  The
 effective tax rate of 37.3% decreased versus the 38.2% rate in
 the comparable 1997 period.
 
 LIQUIDITY AND CAPITAL RESOURCES
 
 The September 26, 1998 working capital balance of $344.1 million
 decreased $7.9 million from year-end 1997.  The current ratio of
 1.9 decreased slightly from 2.0 at the end of 1997.  Days sales
 in receivables averaged 55 days versus 54 days for the nine
 months of 1997.  Inventory turnover averaged 3.2 compared to 3.3
 for the nine months of 1997.
 
 Net cash flow provided by operations of $165.5 million decreased
 $900 thousand compared to the first nine months of 1997
 primarily due to increased operating earnings more than offset
 by lower noncash interest and deferred taxes.  The cash flow was
 primarily used, together with additional credit agreement
 borrowings, to fund capital expenditures, reduce debt including
 the 11% and 12% Notes, repurchase 1.3 million shares of the
 Company's common stock and pay the annual cash dividend. The
 Company's debt to total capital percentage decreased to 93% 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 $453.4
 million at September 26, 1998.
 
 On September 17, 1998, the Company and Bayer AG, Germany
 announced an agreement in principle to form a joint venture to
 serve the agricultural seed treatment market in North America. 
 The basis of the joint venture will be the Company's Gustafson
 seed treatment business.  The transaction is anticipated to
 close in November 1998.  
 
 Capital expenditures are expected to approximate $60 million in
 1998 primarily for replacement needs and improvement of domestic
 and foreign facilities.
 
 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
 system within the Company's environment include process controls
 and other microcontrollers containing imbedded computer chips. 
 Assessment of non-IT systems is an ongoing activity and, to the
 extent that any existing non-IT system has Year 2000 compliance
 issues, the Company is aggressively undertaking measures to
 remedy such systems.  The Company believes that existing non-IT
 systems will continue to function without significant problems
 beyond January 1, 2000.
 
 The Company employs a number of major mission critical IT
 systems in its Specialty Chemicals business.  These systems are
 currently being upgraded to address Year 2000 compliance issues
 and the Company expects this to be completed by mid-1999.
 
 The Company's Specialty Machinery and Controls business is
 supported by a legacy system that runs on a mid-range computer
 system.  This system has been reworked, 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.  The Company 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 $4.6 million to assess
 and correct Year 2000 compliance issues in its IT infrastructure
 through September 26, 1998.  The Company estimates that it will
 spend an additional $1.9 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, failures of the Company's supplier's vendors,
 and key customers to address the Year 2000 compliance could have
 material adverse impact on the Company's operations.  In
 particular, failures of the Company's energy and
 telecommunication suppliers to address Year 2000 compliance
 could have an immediate impact on the Company's operations.  The
 Company is continuing to assess and focus its efforts to
 mitigate any potential risk associated with the Year 2000
 compliance.
 
 The Company does not have any formal contingency plan at this
 time.  The Company continually monitors the need to develop a
 formal contingency plan.
    
 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
 September 26, 1998, the Company's reserves for environmental
 remediation activities totaled $96.7 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.

     (a)  Reference is made to Item 1(i) of the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended June
28, 1997, and 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 relating to Uniroyal's
Painesville, Lake County, Ohio facility and to the facility's
litigation with the Lake County Board of Commissioners.  In
September 1998, the parties entered into a settlement agreement
pursuant to which Uniroyal agreed to comply with certain interim
and final limits pertaining to the discharge of certain
substances from its wastewater to the Lake County sanitary sewer
system and paid an administrative fine of $176,000, and Lake
County dismissed all of its present and past claims against
Uniroyal with prejudice.           

     (b)  Reference is made to Item 3 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 27, 1997,
for information pertaining to the Vertac Chemical Corporation
site in Jacksonville, Arkansas ("Vertac Site") allegedly
contaminated by dioxins.  On October 23, 1998, the United States
District Court for the Eastern District of Arkansas, Western
Division, entered an order granting the United States of
America's motion for summary judgement against the Registrant's
Canadian subsidiary, Uniroyal Chemical Co./Cie. ("Uniroyal") and
Hercules Incorporated ("Hercules") as to the amount of $102.9
million of removal and remediation costs that the United States
claims it incurred at the Vertac Site.  Trial on the allocation
of these costs as between Uniroyal and Hercules was concluded on
November 6, 1998, and how much, if any, of the costs will
ultimately be imposed on Uniroyal cannot be determined at this
time, although Uniroyal continues to believe that its share of
liability will be small in comparison to that of Hercules.  

          Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits:
                                                                 
          Number              Description                        

         
          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.

     * 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.


                           
                                 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)


November 10, 1998             By:/s/ Charles J. Marsden
                                 Charles J. Marsden
                                 Senior Vice President &
                                 Chief Financial Officer


November 10, 1998             By:/s/ John T. Ferguson II
                                 John T. Ferguson II
                                 Vice President, General
                                 Counsel and Secretary