EXHIBIT 10.27



       Form of Amended and Restated 1996-1998 Long Term 
                   Performance Award Agreement


     This Agreement, dated as of March 31, 1997, is made by and
between Crompton & Knowles Corporation (the "Corporation") and  
________ (the "Executive").

     WHEREAS, the Corporation has adopted the 1988 Long Term
Incentive Plan (the "Plan") for the purpose of attracting,
motivating and retaining key employees by offering them long term
performance-based incentives and an opportunity to acquire
ownership of shares of the Corporation's common stock;

     WHEREAS, the Executive, a key employee of the Corporation or
a subsidiary of the Corporation, was granted the opportunity to
earn shares of common stock of the Corporation in accordance with
the terms and conditions of the Plan and an Agreement dated
January 23, 1996, entitled 1996-1998 Long Term Performance Award
Agreement (the "January 23 Agreement"); and.

     WHEREAS, the Corporation and the Executive wish to amend and
restate in its entirety the January 23 Agreement;

     NOW, THEREFORE, the parties hereby amend and restate the
January 23 Agreement to read as set forth herein.

     1.     The Executive is granted the opportunity to earn a
            maximum ______ of Maximum Shares shares of the common
            stock of the Corporation (the actual number of shares
            earned by the Executive, if any, hereinafter being
            called the "Award") during the Performance Period.

     2.     Definitions

     For purposes of this Agreement, the following terms shall
have the following meanings:

        (a)     "Performance Period" shall mean the period
                 January 1, 1996, to December 31, 1998.

        (b)     "Cause" shall mean (i) the Executive's willful
                and continued failure to substantially perform
                assigned duties with the Corporation or its
                subsidiary corporations (other than any such
                failure resulting from incapacity due to physical
                or mental illness or any such actual or
                anticipated failure resulting from termination
                for Good Reason), after a demand for substantial
                performance is delivered to the Executive by the
                Board of Directors of the corporation by which
                the Executive is employed (the "Board"),
                specifically identifying the manner in which the
                Board believes that the duties have not been
                substantially performed, or (ii) the Executive's
                willful conduct which is demonstrably and
                materially injurious to the Corporation or any
                subsidiary corporation by which the Executive is
                employed.  For purposes of this subsection 2(b),
                no act, or failure to act, shall be considered
                "willful" unless done, or omitted to be done, not
                in good faith and without reasonable belief that
                such action or omission was in the best interest
                of the Corporation and the subsidiary
                corporation, if any, by which the Executive is
                employed.

        (c)    "Good Reason" shall mean (i) the assignment to the
                Executive of any duties inconsistent in any
                respect with the Executive's position (including
                status, offices, titles, and reporting
                requirements), authority, duties or
                responsibilities as contemplated by any
                employment agreement between the Executive and
                the Corporation or a subsidiary of the
                Corporation, or any other action by the
                Corporation or the subsidiary corporation, if
                any, by which the Executive is employed which
                results in a diminishment in such position,
                authority, duties, or responsibilities, other
                than an insubstantial and inadvertent action
                which is remedied by the Corporation or such
                subsidiary corporation promptly after receipt of
                notice thereof given by the Executive; (ii) any
                failure by the Corporation or the subsidiary
                corporation, if any, by which the Executive is
                employed to comply with any of the provisions of
                any employment agreement between the Executive
                and the Corporation or such subsidiary
                corporation, other than an insubstantial and
                inadvertent failure which is remedied by the
                Corporation or such subsidiary corporation
                promptly after receipt of notice thereof given by
                the Executive; (iii) any change not concurred in
                by the Executive in the location of the office at
                which the Executive is principally based on the
                date hereof, and travel reasonably required in
                the performance of the Executive's
                responsibilities and substantially consistent
                with prior business travel obligations of the
                Executive; or (iv) any purported termination by
                the Corporation or the subsidiary corporation, if
                any, by which the Executive is employed of the
                Executive's employment otherwise than as
                permitted by any employment agreement between the
                Executive and the Corporation or such subsidiary
                corporation.

        (d)     "Change in Control" shall mean a change in
                control of the Corporation of a nature that would
                be required to be reported in response to Item 
                1(a) of the Current Report on Form 8-K, as in
                effect on January 1, 1988, pursuant to Section 13
                or 15(d) of the Securities Exchange Act of 1934
                (the "Exchange Act"); provided that, without
                limitation, such a "Change in Control" shall be
                deemed to have occurred if (x) a third person,
                including a "group" as such term is used in 
                Section 13(d)(3) of the Exchange Act, other than
                the trustee of any employee benefit plan of the 
                Corporation, becomes the beneficial owner,
                directly or indirectly, of 20% or more of the
                combined voting power of the Corporation's
                outstanding voting securities ordinarily having
                the right to vote for the election of directors
                of the Corporation; (y) during any period of 24
                consecutive months individuals who, at the
                beginning of such consecutive 24-month period,
                constitute the Board of Directors of the
                Corporation (the "Crompton & Knowles Board"
                generally and, as of the date of this Agreement,
                the "Incumbent Board") cease for any reason
                (other than retirement upon reaching normal
                retirement age, disability, or death) to
                constitute at lease a majority of the Crompton &
                Knowles Board; provided that any person becoming
                a director of the Corporation subsequent to the
                date hereof whose election, or nomination for
                election by the Corporation's shareholders, was
                approved by a vote of at least three quarters of
                the directors comprising the Incumbent Board
                (other than an election or nomination of an
                individual whose initial assumption of office is
                in connection with an actual or threatened
                election contest relating to the election of the
                directors of the Corporation, as such terms are
                used in Rule 14a-11 of Regulation 14A promulgated
                under the Exchange Act) shall be, for purposes of
                this Agreement, considered as though such person
                were a member of the Incumbent Board; or (z) the
                Corporation shall cease to be a publicly owned
                corporation having its outstanding Common Stock
                listed on the New York Stock Exchange or quoted
                in the NASDAQ National Market System. 


     3.     Performance Objectives

            There shall be two Performance Objectives used to
            determine the amount of the Award, if any, earned by
            the Executive, as follows:

        (a)     Return on Capital Objective 
                This objective, which must be achieved in order
                for the Executive to earn an Award, shall be the
                achievement by the Corporation of an average
                annual return on capital for the Performance
                Period equal to or greater than the lesser of (i)
                twelve percent (12%) or (ii) the average annual
                return on capital achieved by a select group of
                specialty chemical companies as monitored by the
                Corporation.

        (b)     Earnings Per Share ("EPS") Objective
                This objective shall be the achievement by the
                Corporation of cumulative earnings per share for
                the Performance Period of not less than $3.06 per
                common share.
  
                The following table shows by way of example the
                cumulative earnings per share which will be
                realized by the Corporation if the earnings per
                share increase annually during the Performance
                Period at rates of ten, thirteen and fifteen
                percent from the 1995 base of $.84 per share and
                the Award associated with cumulative earnings per
                share at each of those levels:

               Threshold Award     Target Award    Maximum Award

Cumulative EPS        $3.06           $3.22             $3.36

Award Earned  Threshold Shares     Target Shares  Maximum Shares


     The actual Award, if any, earned by the Executive shall be
based upon the actual cumulative earnings per share achieved by
the Corporation during the Performance Period, and except in the
event that cumulative earnings per share for the Performance
Period are equal to the amounts shown in the above table, shall
be determined by interpolation from the values shown in the
table.

     4.     Termination of Employment During Performance Period

        (a)     If the Executive's employment with the
                Corporation or a subsidiary of the Corporation
                terminates during the Performance Period because
                of death, disability, retirement, the Executive
                Compensation Committee of the Crompton & Knowles
                Board (the "Committee") may, in its sole
                discretion, make a pro rata Award to the
                Executive.

        (b)     If, following a Change in Control occurring after
                the date of this Agreement, the Executive's
                employment with the Corporation or a subsidiary
                of the Corporation is terminated during the
                Performance Period by the Executive for Good
                Reason or by the corporation by which the
                Executive is employed other than for Cause, the
                Executive shall become immediately vested in, and
                shall be promptly paid a pro rata Award which
                Award shall be determined on the basis of the
                cumulative earnings per share achieved by the
                Corporation during the Performance Period through
                the date of such termination of the Executive's
                employment and a proration (based on the number
                of days in the Performance Period which have
                elapsed on the date of such termination of the
                Executive's employment) of the share and
                cumulative earnings per share quantities
                specified in section 3 hereof.  The Executive
                shall be entitled to a prorated Award pursuant to
                this subsection (b) without regard to whether or
                not the Corporation has achieved the return on
                capital objective specified in section 3 hereof.  

        (c)     In the event that the Executive's employment with
                the Corporation terminates during the Performance
                Period for any reason other than 
                as specified in subsections 4(a) and 4(b) hereof,
                the Executive shall not be entitled to receive
                any Award for the Performance Period.

     5.     After the date of any Award to the Executive
            hereunder, and prior to the transfer to the Executive
            of all of the shares of the Corporation comprising
            the Award, the Executive shall have the right to
            instruct the trustee of the Crompton & Knowles
            Corporation Long Term Incentive Plan Trust (the
            "Trustee") as to the voting of such number of shares
            of the Corporation comprising the Award as are held
            by the Trustee, together with any other shares held
            by the Trustee in any account which may be
            established by the Trustee on or after the date of
            the Award in the name of the Executive.
                    
     6.     The Executive shall be paid, at the time any shares
            earned by him are transferred to him, such sum of
            money or, at the sole discretion of the Corporation,
            such additional shares or other property, as shall be
            equal to the Executive's pro rata share of the Trust
            earnings to the date of and attributable to such
            payment, but less such cash or shares, if any, as the
            Corporation shall in its sole discretion determine
            are required to be withheld to pay taxes due on the
            cash or shares then being transferred to the
            Executive.  The Executive shall have the right to
            defer any portion of the earned Award.

     7.     Any Award made to the Executive hereunder shall vest
            in the Executive and the Executive shall be entitled
            to receive the Award only as follows:

                 25%     on    December 31, 1998
                 25%     on    December 31, 1999
                 25%     on    December 31, 2000
                 25%     on    Retirement of the Executive


     Notwithstanding any other provision of this Section 7, upon
     the termination of the Executive's employment with the
     Corporation on or after December 31, 1998, due to death,
     disability, retirement or for any reason following a Change
     in Control occurring after December 31, 1998, any Award
     theretofore earned by the Executive hereunder shall
     immediately become fully vested in him.  Termination of the
     Executive's employment with the Corporation on or after
     December 31, 1998, for any reason other than those specified
     in the preceding sentence shall cause the forfeiture of any
     portion of an Award not vested prior to the date of such
     termination of employment.

     8.     This Agreement does not alter the "at will" nature of
            the Executive's employment,   which employment may be
            terminated at any time by the Executive or the
            Corporation by which the Executive is employed.

     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.

                          CROMPTON & KNOWLES CORPORATION



                          By:  _________________________ 



                               ___________________
                               Executive