EXHIBIT 3(ii)

                                 
                             BY-LAWS

                                of

                 CROMPTON & KNOWLES CORPORATION

                                           
                            ARTICLE I

          
                          Stockholders


     Section 1.  Annual Meeting.  The annual meeting of the
stockholders shall be held on the last Tuesday of April in each
year, at such time as shall be fixed by the Board of Directors in
the call of the meeting. If that day be a legal holiday at the
place where the meeting is to be held, the meeting shall be held
on the next succeeding day not a legal holiday at such place.  
Purposes for which an annual meeting is to be held, in addition
to those prescribed by law, by the Articles of Organization, or
by these By-Laws, may be specified by the Board of Directors in
the notice of the meeting.        

     Section 2.  Special Meeting in Lieu of Annual Meeting.  If
no annual meeting has been held in accordance with the foregoing
provisions, a special meeting of the stockholders may be held in
lieu thereof. Any action taken at such special meeting shall have
the same force and effect as if taken at the annual meeting, and
in such case all references in these By-Laws to the annual
meeting of the stockholders shall be deemed to refer to such
special meeting.  Any such special meeting shall be called as
provided in Section 3 of this Article I.   

     Section 3. Special Meetings.  A special meeting of the
stockholders may be called at any time by the chairman of the
Board, the President, or by the Board of Directors.  A special
meeting of the stockholders shall be called by the Clerk (or, in
the case of the death, absence, incapacity, or refusal of the
Clerk, by any other officer) upon written application of one or
more stockholders who hold at least forty percent in interest of
the capital stock entitled to vote at the meeting.  Each call of
a meeting shall state the place, date, hour, and purposes of the
meeting.   

     Section 4. Place of Meetings.  All meetings of the
stockholders shall be held at such place, either within or
without the Commonwealth of Massachusetts, within the United
States as shall be fixed by the board of Directors in the notice
of the meeting.  Any adjourned session of any meeting of the
stockholders shall be held within the United States at the place
designated in the vote of adjournment.   

     Section 5. Notice of Meetings.  A written notice of each
meeting of stockholders, stating the placated, hour, and purposes
of the meeting, shall be given at least seven days before the
meeting to each stockholder entitled to vote thereat and to each
stockholder who, by law, by the Articles of Organization, or by
these By-Laws, is entitled to notice, by leaving such notice with
him or at his residence or usual place of business, or by mailing
it, postage prepaid, addressed to such stockholder at his address
as it appears in the records of the Corporation. Such notice
shall be given by the Clerk or an Assistant Clerk or by an
officer designated by the Board of Directors. Whenever notice of
a meeting is required to be given to a stockholder under any
provision of the Business Corporation Law of the Commonwealth of
Massachusetts or of the Articles of Organization or these
By-Laws, a written waiver thereof, executed before or after the
meeting by such stockholder or his attorney thereunto authorized
and filed with the records of the meeting, shall be deemed
equivalent to such notice.   

     Section 6. Quorum of Stockholders.  At any meeting of the
stockholders, a quorum shall consist of a majority in interest of
all stock issued and outstanding and entitled to vote at the
meeting, except when a larger quorum is required by law, by the
Articles of Organization, or by these By-Laws.  Stock owned
directly or indirectly by the Corporation, if any, shall not be
deemed outstanding for this purpose.  Any meeting may be
adjourned from time to time by a majority of the votes properly
cast upon the question, whether or not a quorum is present, and
the meeting may be held as adjourned without further notice      

    Section 7. Action by Vote.  When a quorum is present at any
meeting, a plurality of the votes properly cast for election to
any office shall elect to such office, and a majority of the
votes properly cast upon any question other than an election to
an office shall decide the question, except when a larger vote is
required by law, by the Articles of Organization, or by these
By-Laws.     

     Section 8. Voting.  Stockholders entitled to vote shall have
one vote for each share of stock held by them of record according
to the records of the Corporation, unless otherwise provided by
the Articles of organization.  No ballot shall be required for
any vote for election to any office unless requested by a
stockholder present or represented at the meeting and entitled to
vote in such election.  The Corporation shall not, directly or
indirectly, vote any share of its own stock.     

     Section 9. Proxies.  To the extent permitted by law,
stockholders entitled to vote may vote either in person or by
written proxy.  No proxy dated more than six months before the
meeting named therein shall be valid All proxies shall be filed
with the clerk of the meeting before being voted.  Unless
otherwise specified or limited by their terms, such proxies shall
entitle the holders thereof to vote at any adjournment of such
meeting but shall not be valid after the final adjournment of
such meeting.

                           ARTICLE II

                       Board of Directors

     Section 1. Number, Election, and Terms.  Subject to the
rights of the holders of Preferred Stock to elect additional
directors under specified circumstances as provided in Article 4
of the Articles of organization, the Board of Directors shall
consist of not less than six nor more than 15 persons, the exact
number to be fixed from time to time by the Board of Directors
pursuant to a resolution adopted by a majority vote of the
directors then in office.  The Board of Directors shall be
classified with respect to the time for which they shall
severally hold office by dividing them into three classes, as
nearly equal in number as possible, with the term of office of
one class expiring at the annual meeting of stockholders each
year.  At each annual meeting of the stockholders of the
Corporation, the successors to the class of directors whose terms
expire at the meeting shall be elected to hold office for terms
expiring at the annual meeting of stockholders held in the third
year following the year of their election.  If the number of
directors is changed, any increase or decrease shall be
apportioned by the Board of Directors among the classes so as to
maintain the number of directors in each class as nearly equal as
possible.  Each director shall hold office until the annual
meeting for the year in which such director's term expires and
until such director's successor shall be elected and shall
qualify.  No director need to be a stockholder.   

     Section 2.  Nomination.  Nominations for the election of
directors may be made by the Board of directors or a committee
appointed by the Board of Directors or by any stockholder
entitled to vote in the election of directors generally. 
However, any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election
as directors at a meeting only if written notice of such
stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by mailing it, postage
prepaid, to the Clerk of the Corporation not later than (a) with
respect to an election to be held at an annual meeting of
stockholders, ninety (90) days prior to the anniversary date of
the immediately preceding annual meeting, and (b) with respect to
an election to be held at a special meeting of stockholders for
the election of directors, the close of business on the tenth day
following the date on which notice of such meeting is first given
to stockholders.  Each such notice shall set forth (i) the name
and address of the stockholder who intends to make the nomination
and of the person or persons to be nominated; (ii) a
representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) a
description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the stockholder;(iv) such other
information regarding each nominee proposed by such stockholder
as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission; and (v) the consent of each nominee to serve as a
director of the Corporation if so elected. The presiding officer
of the meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.   

     Section 3. Newly Created Directorships and Vacancies. Newly
created directorships resulting from any increase in the number
of directors and any vacancies on the Board of Directors
resulting from  death, resignation, disqualification, removal, or
other cause shall be filled only by the affirmative vote of a
majority of the remaining directors then in office, even though
less than a quorum of the Board of directors.  Any director
elected in accordance with the preceding sentence shall hold
office for the remainder of the full term of the class of
directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have
been elected and qualified.  No decrease in the number of
directors constituting the Board of Directors shall shorten the
term of any incumbent director.    

     Section 4. Removal of Directors.  Any director may be
removed from office by stockholder vote at any time, with or
without assigning any cause, but only by the affirmative vote of
the holders of at least 80% of the voting power of the then
outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors, voting together
as a single class.  Any director may also be removed from office
for cause by vote of a majority of the directors then in office.  

     Section 5. Directors Elected by Holders of Preferred Stock. 
Whenever the holders of any class or series of Preferred stock or
of any other class or series of shares issued by the Corporation
shall have the right, voting separately as a class or series, to
elect one or more directors under specified circumstances, the
election, term of office, filling of vacancies, and other
features of such directorships shall be governed by the terms of
the Articles of Organization applicable thereto, and none of the
provisions of Sections 1 to 4 of this Article II shall apply with
respect to directors so elected.

     Section 6. Resignations. Any director, member of a
committee, or officer may resign at any time by delivering his
resignation in writing to the Chairman of the Board, the
President, the Clerk, or to a meeting of the Board of Directors.
Such resignation shall be effective upon receipt unless specified
to be effective at some other time.

     Section 7. Powers. Except as reserved to the stockholders by
law, the Articles of Organization, or by these By-Laws, the
business of the Corporation shall be managed by the Board of
Directors who shall have and may exercise all the powers of the
Corporation.

     Section 8. Executive Committee. The Board of Directors may,
by vote of a majority of the directors then in office, elect from
their number an Executive Committee, which shall consist of the
Chief Executive Officer and such number of other directors as the
Board shall determine.  The Executive Committee shall have and
may exercise, when the Board of Directors is not in session, the
authority of the Board of Directors in the management of the
business of the Corporation, except that it shall not have
authority to:   

     (a)  Change the principal office of the Corporation;
     (b)  Amend the By-Laws;
     (c)  Issue stock;  
     (d)  Establish and designate series of stock or fix and
          determine the relative rights and preferences of any
          series of stock;
     (e)  Elect officers required by law or these By-Laws to be   
          elected by the stockholders or directors or fill        
          vacancies in any such offices;
     (f)  Change the number of the Board of Directors or fill     
          vacancies in the Board of Directors;
     (g)  Remove officers or directors from office;  
     (h)  Authorize the payment of any dividend or distribution   
          to stockholders;
     (i)  Authorize the reacquisition for value of stock of the   
          Corporation; or
     (j)  Authorize a merger which by law may be authorized by    
          the Board of Directors.

     Section 9. Other Committees. The Board of Directors may, by
vote of a majority of the directors then in office, elect from
their number other committees and may delegate to any such
committee or committees some or all of the powers of the Board of
Directors except those powers which by law, by the Articles of
Organization, or by these By-Laws they are prohibited from
delegating.  Except as the board of Directors may otherwise
determine, the Executive Committee and any such other committee
may make rules for the conduct of its business, but unless
otherwise provided by the Board of Directors or such rules, its
business shall be conducted as nearly as may be in the same
manner as is provided by these By-Laws for the conduct of
business by the Board of Directors. The Board of Directors shall
have power to rescind any vote, resolution, or other action of
any committee, provided that the rights of third parties shall
not be impaired by such rescission.     

     Section 10. Regular Meetings. At least one regular meeting
of the Board of Directors shall be held in each quarter of the
calendar year.  A regular meeting of the Board of Directors shall
be held without call or notice immediately after and at the same
place as the annual meeting of the stockholders.  Other regular
meetings of the Board of Directors may be held without call or
notice at such places and at such times as the Board of Directors
may, from time to time, determine, provided that notice of the
first regular meeting following any such determination shall be
given to absent directors.  

     Section 11. Special Meetings.  Special meetings of the Board
of Directors may be held at any time and at any place designated
in the call of the meeting, when called by the Chairman of the
Board, the President, or by two or more directors.    

     Section 12. Notice of Meetings.  It shall be sufficient
notice to a director of a meeting of the Board of Directors to
send notice by mail at least forty-eight (48) hours or by
telegram at least twenty-four (24)hours before the meeting,
addressed to such director at his usual or last known business or
residence address, or to give notice to such director in person
or by telephone at least twenty-four (24) hours before the
meeting.  Notice of a meeting need not be given to any director
if a written waiver of notice, executed by him before or after
the meeting, is filed with the records of the meeting, or to any
director who attends the meeting without protesting prior thereto
or at its commencement the lack of notice to him.  Neither notice
of a meeting nor a waiver of a notice need specify the purposes
of the meeting.

     Section 13. Quorum of Directors.  At any meeting of the
Board of Directors, a majority of the directors then in office
shall constitute a quorum.  Any meeting may be adjourned from
time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting maybe held as
adjourned without further notice.

     Section 14. Action by Vote.  When a quorum is present at any
meeting, a majority of the directors present may take any action,
except when a larger vote is required by law, by the Articles of
organization, or by these By-Laws.

     Section 15. Action by Written Consent.  Unless the Articles
of Organization otherwise provide, any action required or
permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting if all
the directors or members of the committee, as the case maybe,
consent to the action in writing and the written consents are
filed with the records of the meetings of the Board of Directors
or such committee.  Such consents shall be treated for all
purposes as a vote taken at a meeting.

     Section 16. Participation Through Communications Equipment. 
Unless otherwise provided by law or the Articles of Organization,
members of the Board of Directors or of any committee thereof may
participate in a meeting of such Board or committee, as the case
may be, through conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other at the same time, and participation
by such means shall constitute presence in person at a meeting.   

     Section 17. Compensation of Directors. The Board of
Directors may provide for the payment to any of the directors,
other than officers or employees of the Corporation, of a
specified amount for services as a director or member of a
committee of the Board, or of a specified amount for attendance
at each regular or special Board or committee meeting, or of
both, and all directors shall be reimbursed for expenses of
attendance at any such meeting; provided, however, that nothing
herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor.

                           ARTICLE III

                       Officers and Agents

      Section 1. Enumeration; Qualification.  The officers of the
Corporation shall be a President, a Treasurer, a Clerk, and such
other officers, including, without limitation, a Chairman of the
Board, one or more Vice Presidents, Assistant Treasurers, and
Assistant Clerks as the Board of Directors from time to time may
in their discretion elect or appoint.  In addition, the
Corporation shall have such other agents as may be appointed by
management in accordance with these By-Laws.  The Chairman of the
Board and the President shall each be a director.  The Clerk
shall be a resident of Massachusetts unless the Corporation had a
resident agent appointed for the purpose of service of process. 
Any two or more offices may be held by the same person.  Any
officer may be required by the Board of Directors to give bond
for the faithful performance of his duties to the Corporation in
such amount and with such sureties as the directors may
determine.

       Section 2. Powers.  Subject to law, to the Articles of
Organization, and to the other provisions of these By-Laws, each
officer shall have, in addition to the duties and powers herein
set forth, such duties and powers as are commonly incident to his
office and such duties and powers as the Board of Directors may
from time to time designate.

     Section 3. Election.  The Chairman of the Board, if any, the
President, the Treasurer, and the Clerk shall be elected annually
by the Board of Directors at their first meeting following the
annual meeting of the stockholders.  Other officers, if any, may
be elected or appointed by the Board of Directors at said meeting
or at any other time.

     Section 4.  Tenure.  Except as otherwise provided by law, by
the Articles of Organization, or by these By-Laws, the Chairman
of the Board, if any, the President, the Treasurer, and the Clerk
shall hold office until the first meeting of the Board of
Directors following the next annual meeting of the stockholders
and until their respective successors are chosen and qualified,
and each other officer shall hold office for such term as may be
designated in the vote electing or appointing him, or in each
case until such officer sooner dies, resigns, is removed, or
becomes disqualified.

     Section 5. Chief Executive Officer. The Chief Executive
Officer of the Corporation shall be the chairman of the Board,
the President, or such other officer as may from time to time be
designated by the Board of Directors.  If no such designation is
made, the President shall be the Chief Executive Officer. The
Chief Executive Officer shall, subject to the control of the
Board of Directors, have general charge and supervision of the
business of the Corporation and, except as the Board of Directors
shall otherwise determine, shall preside at all meetings of the
stockholders and of the Executive Committee.  Unless otherwise
determined by the Board of Directors, the Chief Executive Officer
shall have the authority to appoint such agents, in addition to
those officers enumerated in Section 1 of this Article III as
being elected or appointed by the Board of Directors, as he shall
deem appropriate and to define their respective duties and
powers.

    Section 6.  Chairman of the Board.  If a Chairman of the
Board of Directors is elected, he shall preside at all meetings
of the Board of Directors and shall have the duties and powers
specified in these By-Laws and such other duties and powers as
may be determined by the Board of Directors.

     Section 7.  Presidents and Vice Presidents.  The President
shall have the duties and powers specified in these By-Laws and
shall have such other duties and powers as may be determined by
the Board of directors.

     The Vice Presidents shall have duties and powers as shall be
designated from time to time by the board of Directors.  Unless
the Board of Directors otherwise determines, one Vice President
shall be designated as the Chief Financial Officer of the
Corporation and, as such, shall be the chief financial and
accounting officer of the Corporation and shall have the duties
and powers commonly incident thereto.    

    Section 8. Treasurer and Assistant Treasurers.  The Treasurer
shall have general responsibility for the corporate treasury
function, shall be in charge of its funds and valuable paper,
and shall have such other duties and powers as may be designated
from time to time by the Board of Directors.

     Any Assistant Treasurer shall have such other duties and
powers as shall be designated from time to time by the Board of
Directors or the Treasurer.

     Section 9.  Clerk and Assistant Clerks.  The Clerk shall
record all proceedings of the stockholders and Board of Directors
in a book or series of books to be kept for that purpose, which
book or books shall be kept at the principal office of the
Corporation and shall be open at all reasonable time to the
inspection of any stockholder.  In the absence of the Clerk from
any meeting of the stockholders or Board of directors, an
Assistant Clerk, or if there be none or he is absent, a temporary
clerk chosen at the meeting, shall record the proceedings thereof
in the aforesaid book.

     Any Assistant Clerks shall have such other duties and powers
as shall be designated from time to time by the Board of
Directors or the Clerk.

     The Clerk or any Assistant Clerk may also have the title
Secretary or Assistant Secretary, as the case may be, and may
execute or attest documents using either title.                   
            

                           ARTICLE IV

                          Capital Stock

     Section 1. Stock Certificates.  Each stockholder shall be
entitled to a certificate stating the number and the class and
the designation of the series, if any, of the shares held by him,
in such form as shall, in conformity to law, be prescribed from
time to time by the Board of Directors.  Such certificate shall
be signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer.  Such signatures may be
facsimile if the certificate is signed by a transfer agent or by
a registrar, other than a director, officer, or employee of the
Corporation.  In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall
have ceased to be such officer before such certificate is issued,
it may be issued by the Corporation with the same effect as if he
were such officer at the time of its issue.

     Every certificate for shares of stock which are subject to
any restriction on transfer pursuant to the Articles of
Organization, these By-Laws, or any agreement to which the
Corporation is a party shall have the restriction noted
conspicuously on the certificate and shall also set forth on the
face or back either the full text of the restriction or a
statement of the existence of such restriction and a statement
that the Corporation will, upon written request, furnish a copy
thereof to the holder of such certificate without charge.

     Every certificate issued when the Corporation is authorized
to issue more than one class or series of stock shall set forth
on its face or back either the full text of the preferences,
voting powers, qualifications, and special and relative rights of
the shares of each class and series authorized to be issued or a
statement of the existence of such preferences, powers,
qualifications, and rights and a statement that the Corporation
will, upon written request, furnish a copy thereof to the holder
of such certificate without charge.

     Section 2. Lost Certificates.  In the case of the alleged
loss, destruction, or mutilation of a certificate of stock, a
duplicate certificate may be issued in place thereof, upon such
conditions as the Board of directors may prescribe.  When
authorizing such issue of a new certificate, the Board may in its
discretion require the owner of such lost, destroyed, or
mutilated certificate, or his legal representative, to give the
Corporation a bond, with or without surety, sufficient in the
Board's opinion to indemnify the Corporation against any loss or
claim that may be made against it with request to the certificate
alleged to have been lost, destroyed, or mutilated.

     Section 3. Transfer of Shares.  Subject to the restrictions,
if any, stated or noted on the stock certificates, shares of
stock may be transferred on the books of the Corporation by the
surrender to the Corporation or its transfer agent of the
certificate therefor properly endorsed or accompanied by a
written assignment and power of attorney properly executed with
necessary transfer stamps affixed, and with such proof of the
authenticity of signature as the Board of Directors or the
transfer agent of the Corporation may reasonably require.  Except
as may be otherwise required by law, by the Articles of
Organization, or by these By-Laws, the Corporation shall be
entitled to treat the record holder of stock as shown on its
books as the owner of such stock for all purposes, including the
payment of dividends and the right to receive notice and to vote
with respect thereto, regardless of any transfer, pledge, or
other disposition of such stock, until the shares have been
transferred on the books of the Corporation in accordance with
the requirements of these By-Laws.

     Section 4. Record Date and Closing Transfer Books.  The
Board of Directors may fix in advance a time, which shall not be
more than sixty (60) days before the date of any meeting of
stockholders or the date for a payment of any dividend or making
of any distribution to stockholders or the last day on which the
consent or dissent of stockholders may be effectively expressed
for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such
meeting any adjournment thereof or the right to receive such
dividend or distribution or the right to give such consent or
dissent, and in such case only stockholders of record on such
record date shall have such right, notwithstanding any transfer
of stock on the books of the Corporation after the record date;
or without fixing such record date the Board of Directors may for
any of such purposes close the transfer books for all of any part
of such period.

     If no record date is fixed and the transfer books are not
closed, the record date for determining stockholders having the
right to notice of or to vote at a meeting of stockholders shall
be at the close of business on the date next preceding the day on
which notice is given, and record date for determining
stockholders for any other purpose shall be at the close of
business on the date on which the Board of directors acts with
respect thereto.                               
                            ARTICLE V

               Indemnification of Directors and Officers

     The Corporation shall, to the full extent permitted by law,
indemnify each of its directors and officers(including persons
who serve at its request as directors, officers, or trustees of
another organization in which it has any interest, direct or
indirect, as a shareholder, creditor, other otherwise or who
serve at its request in any capacity with respect to any employee
benefit plan) against all liabilities and expenses, including
amounts paid in satisfaction of judgments, in compromise, or as
fines and penalties, and counsel fees, reasonably incurred by him
in connection with the defense or disposition of any action,
suit, or other proceeding, whether civil or criminal, in which he
may be involved or with which he may be threatened, while in
office or thereafter, by reason of his being or having been such
a director, officer, or trustee, except with respect to any
matter as to which he shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the
Corporation or, to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests
of the participants of beneficiaries of such employee benefit
plan; provided, however, that as to any matter disposed of by a
compromise payment by such director or officer, pursuant to a
consent decree of otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless such
compromise shall be approved as in the best interests of the
Corporation, after notice that it involves such indemnification:
(a) by a disinterested majority of the directors then in office;
or (b) by a majority of the disinterested directors then in
office, provided that there has been obtained an opinion in
writing of independent legal counsel to the effect that such
director or officer appears to have acted in good faith in the
reasonable belief that his action was in the best interests of
the Corporation; or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors,
voting as a single class, exclusive of any stock owned by any
interested director or officer.

     Expenses, including counsel fees, reasonably incurred by any
director or officer in connection with the defense or disposition
of any such action, suite, or other proceeding may be paid from
time to time by the Corporation, at the discretion of a majority
of the disinterested directors then in office, in advance of the
final disposition thereof upon receipt of an undertaking by such
director or officer to repay the amounts so paid to the
Corporation if it is ultimately determined that indemnification
for such expenses is not authorized under this Article V, which
undertaking may be accepted without reference to the financial
ability of such director or officer to make repayment.

     The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which any director or
officer may be entitled.  As used in this section, the terms
"director" and "officer"include their respective heirs,
executors, and administrators, an "interested" director or
officer is one against whom in such capacity the proceedings in
question of another proceeding on the same or similar grounds is
then pending or threatened, and a "disinterested" director is one
against whom no such proceeding is then pending or threatened. 
Nothing contained in this section shall affect any rights to
indemnification to which corporate personnel other than directors
and officers may be entitled by contractor otherwise under law.   

     The Board of Directors may authorize the purchase and
maintenance of insurance, in such amounts as the Board of
Directors may from time to time deem appropriate, on behalf of
any person who is or was a director or officer or agent of the
Corporation, or who is or was serving at the request of the
Corporation as a director, officer, or agent of another
organization in which it has any interest, direct or indirect, as
a shareholder, creditor, or otherwise, or with respect to any
employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether
or not such person is entitled to indemnification by the
Corporation pursuant to this Article V or otherwise and whether
or not the Corporation would have the power to indemnify him
against such liability.                                

                           ARTICLE VI

                         Miscellaneous 

     Section 1.  Corporate Seal.  The seal of the Corporation
shall be circular in form and shall bear substantially the
following legend: "Crompton & Knowles Corporation, Incorporated
Under Chapter 51 Acts of 1900 Massachusetts Laws"; provided,
however, that the Board of Directors may from time to time alter
or amend the form of the seal or the inscription thereon.      

     Section 2.  Fiscal Year.  The fiscal year of the Corporation
shall be such period as shall from time to time be determined by
the Board of Directors.

     Section 3.  Authorization of Loans and Indebtedness.  No
loan shall be contracted on behalf of the Corporation, and no
bond, note, debenture, guarantee, or other obligation or evidence
of indebtedness of the Corporation issued with respect thereto
shall be made, executed, and delivered, unless authorized by the
Board of Directors, which authorization may be general or
confined to specific instances.

     Section 4.  Execution of Documents.  Except as the Board of
Directors may generally or in specific instances authorize the
execution thereof in some other manner, all deeds, leases,
transfers, contracts, checks, drafts, and other orders for the
payment of money out of the funds of the Corporation, and (if the
issuance thereof shall have been authorized pursuant to Section 3
of this Article VI) all bonds, notes, debentures, guarantees, an
other obligations or evidences of indebtedness of the Corporation
shall be executed by the Chairman of the Board, the President,
any Vice President, or the Treasurer.

     Section 5.  Voting of Securities.  Except as the Board of
Directors may generally or in specific instances direct
otherwise, the Chairman of the Board, the President, any Vice
President, or the Treasurer shall have the power, in the name and
on behalf of the Corporation, to waive notice of, appoint any
person or persons to act as proxy or attorney-in-fact of the
Corporation (with or without power of substitution)to vote at, or
attend and act for the Corporation at, any meeting of holders of
shares or other securities of any other organization of which the
Corporation holds shares or securities.

     Section 6. Appointment of Auditor.  The Board of Directors,
or a committee thereof, shall each year select independent public
accountants to report to the stockholders on the financial
statements of the Corporation for such year.  The selection of
such accountants shall be presented to the stockholders for their
approval at the annual meeting each year; provided, however, that
if the stockholders shall not approve the selection made by the
Board, the Board shall appoint other independent public
accountants for such year.

                           ARTICLE VII

                           Amendments

     Except as provided in the second paragraph of this Article
VII, these By-Laws may be altered, amended, or repealed, and new
By-Laws not inconsistent with any provision of the Articles of
organization or applicable statute may be made either by the
affirmative vote of a majority of the voting power of the then
outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors, voting together
as a single class, at any annual or special meeting of the
stockholders called for the purpose, or (except with respect to
any provision hereof which by law, the Articles of organization,
or these By-Laws requires action by the stockholders) by the
affirmative vote of a majority of the Board of Directors then in
office.  Not later than the time of giving notice of the meeting
of stockholders next following the making, amending, or repealing
by the Board of Directors of any By-Law, notice thereof stating
the substance of such change shall be given to all stockholders
entitled to vote on amending the By-Laws.  Any By-Law made,
amended, or repealed by the Board of Directors may be altered,
amended, repealed, or reinstated by the stockholders.  

     Notwithstanding anything contained in these By-Laws to the
contrary, the affirmative vote of the holders of 80% of the
voting power of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required
to alter, amend, adopt any provision inconsistent with, or repeal
by provision of Section 1, 2, 3, or 4 of Article II of these
By-Laws or this Article VII.