U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                           FORM 10-K
(Mark One)
x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended December 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             (I.R.S. Employer
     of 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

     Securities registered pursuant to Section 12(b) of the Act:

                                           Name of each exchange
     Title of each class                    on which registered 

     Common Stock, $0.10 par value        New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  NONE

     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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.      [ x ]  

     The aggregate market value of the voting stock held by non-affiliates of
the registrant, computed as of February 26, 1999, was $ 1,207,895,507.

     The number of shares of Common Stock of the registrant outstanding as of
February 26, 1999, was  67,743,203. 

               DOCUMENTS INCORPORATED BY REFERENCE

     Annual Report to Stockholders for fiscal year ended
       December 26, 1998     ........     Parts I, II and IV
     Proxy Statement for Annual Meeting of Stockholders on
       April 27, 1999       ........      Part III



                             INDEX
                                                            Page
PART I

Item 1.     Business
            Specialty Chemicals
            Polymers and Polymer Processing Equipment
Item 2.     Properties
Item 3.     Legal Proceedings
Item 4.     Submission of Matters to a Vote of Security Holders

PART II     

Item 5.     Market for Registrant's Common Equity and
            Related Stockholder Matters
Item 6.     Selected Financial Data
Item 7.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations
Item 7A.    Quantitative and Qualitative Disclosures about Market Risk
Item 8.     Financial Statements and Supplementary Data
Item 9.     Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure

PART III     

Item 10.    Directors and Executive Officers of the Registrant
Item 11.    Executive Compensation
Item 12.    Security Ownership of Certain Beneficial Owners 
            and Management
Item 13.    Certain Relationships and Related Transactions

PART IV

Item 14.    Exhibits, Financial Statement Schedules
            and Reports on Form 8-K

     

                             PART I

ITEM 1.  BUSINESS

General Business of Crompton & Knowles Corporation

     Crompton & Knowles Corporation (together with its consolidated
subsidiaries, the "Corporation"), was incorporated in Massachusetts in 1900. 
The Corporation has engaged in the manufacture and sale of specialty chemicals
since 1954 and, since 1961, in the manufacture and sale of polymer processing
equipment.  

     The Corporation has substantially expanded both its specialty chemical
and its polymer processing equipment businesses through a number of
acquisitions in both the United States and Europe, including that of Uniroyal
Chemical Corporation ("UCC") in 1996.  UCC was the parent of Uniroyal Chemical
Company, Inc. ("Uniroyal"), a multinational manufacturer of performance
chemicals, which include rubber chemicals and additives for plastics and
lubricants, crop protection chemicals, and polymers, which include Royalene(R) 
EPDM rubber, Paracril(R) nitrile rubber and Adiprene(R)/Vibrathane(R) urethane
prepolymers.  In December 1998, UCC and Uniroyal were merged, with Uniroyal
surviving as a subsidiary of the Corporation.

     During fiscal year 1998, the Corporation acquired the polymer processing
equipment business of Betol Machinery of Luton, U.K.  In addition, the
Corporation entered into two joint ventures.  First, in November the
Corporation and Bayer Corporation ("Bayer") formed joint ventures to serve the
agricultural seed treatment markets in North America.  The business previously
operated by Gustafson, Inc. ("Gustafson"), a unit of Uniroyal, is the basis of
the 50/50 joint ventures.  The U.S. joint venture will be headquartered in
Plano, Texas under the former Gustafson management.  The crop protection
businesses of the Corporation and Bayer will continue to operate
independently, except for these seed treatment joint ventures.  Also in
November of 1998, Uniroyal entered into a joint venture with GIRSA, a
subsidiary of DESC, S.A. de C.V., a Mexican corporation, to produce
Paracril(R) oil-resistant nitrile rubber products in Mexico.  Uniroyal is
contributing its nitrile rubber technology and business, and will continue to
provide sales and technical service support through its existing organization. 
GIRSA is contributing its process and manufacturing technology and will be
primarily responsible for the construction of a new plant in Mexico. 
Uniroyal's production facility in Painesville, Ohio will close by mid-1999. 

     In January 1999, the Corporation sold its specialty ingredients
business, Ingredient Technology Corporation, to Chr. Hansen, Inc.

     Information as to the sales, operating profit, depreciation and
amortization, assets and capital expenditures attributable to each of the
Corporation's  business segments during each of its last three fiscal years is
set forth in the Notes to Consolidated Financial Statements on pages 32-33 of
the Corporation's 1998 Annual Report to Stockholders, and such information is
incorporated herein by reference.

Reporting Segments

     Effective in 1998, the Corporation adopted FASB Statement No. 131,
"Disclosures about Segments of an Enterprise and Related Information," and
redefined its reporting segments.  The Corporation's results are grouped into
two major business categories, "Specialty Chemicals" and "Polymers and Polymer
Processing Equipment."  Specialty Chemicals consist of separate reporting
segments for Performance Chemicals (rubber chemicals and specialty additives),
Crop Protection, Colors and Other (specialty ingredients).  Polymers and
Polymer Processing Equipment consist of separate reporting segments for
Polymers (EPDM, urethanes and nitrile rubber) and Polymer Processing Equipment
(specialty process equipment and controls).

Products and Services

     The Corporation's products are currently marketed in approximately 120
countries and serve a wide variety of end use markets including tires,
agriculture, automobiles, textiles, plastics, lubricants, petrochemicals,
leather, construction, recreation, mining, paper, packaging, home furnishings,
and appliances.  The principal products and services offered by the
Corporation are described below.


                           SPECIALTY CHEMICALS


Performance Chemicals

     The Performance Chemicals business consists of a number of specialty
chemicals used in the plastics, petroleum and rubber industries.  The
Performance Chemicals business had net sales for fiscal 1998 of $441.8
million.

Rubber Chemicals

     The product line of the Performance Chemicals business contains over 100
different chemicals for use in processing rubber. These products include
accelerators, antioxidants, antiozonants, chemical  foaming agents and waxes. 
Accelerators are used for curing natural and synthetic rubber, and have a wide
range of activation temperatures, curing ranges and use forms.  Antiozonants
protect rubber compounds from flex cracking and ozone, oxygen and heat
degradation. Antioxidants provide rubber compounds with protection against
oxygen, light and heat.  Foaming agents produce gas by thermal decomposition
or via a chemical reaction with other components of a polymer system and are
mixed with rubber to produce sponge rubber products.  Waxes inhibit static
atmospheric ozone cracking in rubber.  Tire manufacturers accounted for
approximately 60% of the Corporation's rubber chemical sales in fiscal 1998,
with the balance of such sales going to the industrial rubber market which
includes numerous manufacturers of hoses, belting, sponge and a wide variety
of other engineered rubber products.   The Corporation believes it is one of
the three largest suppliers of rubber chemicals in the world.

Specialty Additives

     The Corporation also manufactures and markets a broad line of additives
for plastics and lubricants, including antioxidants, lubricant additives,
chemical foaming agents, synthetic fluids, chemical intermediates,
polymerization inhibitors, curatives, dispersants and polymer modifiers. 
These products are used in the manufacture of numerous plastic and petroleum
related products which in turn have diverse end uses, including plastic
products, petrochemicals, adhesives, aerospace, athletic equipment, automotive
components, construction, electronics, food packaging, vinyl flooring, wire
and cable and automotive and industrial oils and lubricants.  These chemicals
are often specially developed for a customer's specific manufacturing
requirements.  Future growth is expected to result from continued penetration
in existing niche markets and expansion into worldwide markets, particularly
Europe and Asia, and through the further development of a new series of
polymerization inhibitors, high performance antioxidants and lubricant
additives.  These high performance additives are a minor component of the end
product but critical to its performance.

     Performance chemicals are sold through a specialized sales force,
including technical service professionals who address customer inquiries and
problems.  The technical service professionals generally have degrees in
chemistry and/or chemical engineering and are knowledgeable in specific
product application fields.  The sales and technical service professionals
identify and focus on customers' growth opportunities, working not only with
the customers' headquarters staff, but also with their research and
development and manufacturing personnel on a worldwide basis.

     Net sales of rubber chemicals during fiscal 1998, 1997 and 1996 were
14.7%, 15.6%, and 16.8% of the Corporation's net sales, respectively.


Crop Protection

     The Crop Protection business manufactures and markets a wide variety of
agricultural chemicals for many major food crops, including grains, fruits,
nuts and vegetables, and many non-food crops, such as tobacco, cotton, turf,
flax and ornamental plants.  The business focuses its efforts mainly on
products used on high value cash crops, such as vegetables, nuts, citrus and
tree and vine fruits as opposed to commodity crops such as soybeans and corn. 
The Crop Protection business had net sales for fiscal 1998 of $348.0 million.

     The Crop Protection business offers four major crop protection chemical
product lines:  fungicides; miticides and insecticides; growth regulants; and
herbicides.  Each product line is composed of numerous formulations for
specific crops and geographic regions.

     The Corporation has a substantial presence in its targeted segments of
the agrichemicals market due to its strategy of focusing research, product
development, and sales and marketing on highly profitable market niches which
are less sensitive to competitive pricing pressures than commodity segments of
the market. While the products of the Crop Protection business represent a
relatively small percentage of the grower's overall costs, these products are
often critical to the success or failure of the crops being treated. In
addition, product line extensions, attention to application effectiveness and
customer service are important factors in developing strong customer loyalty.

     The Corporation is a leading producer and marketer of seed treatment
chemicals.   In November 1998, the Corporation formed joint ventures with
Bayer Corporation to serve the agricultural seed treatment markets in North
America based on Gustafson, Inc. ("Gustafson"), formerly a wholly owned
subsidiary, which is a leading producer of seed treatment formulations and
equipment.  Bayer acquired a 50 percent interest in the Gustafson seed
treatment business.  As a result of this transaction, the operating results of
Gustafson were deconsolidated in December 1998.
  
     Gustafson has a leading share of the North American commercial seed
treatment formulation market and is recognized as a technological leader in
this market.  Gustafson is  engaged directly and through cooperative ventures
in developing and formulating seed treatment systems, offering a broad line of
chemical formulations which contain fungicides, insecticides and seed
conditioning aids in addition to commercial seed treating equipment. 
Gustafson's expertise enables it to develop and produce formulations
consisting of multiple components to obtain optimum efficacy against seed and
soil disease pathogens and insects.

     For the last several years, Gustafson has maintained a major
developmental program in the field of naturally occurring biological control
agents targeted for disease.  Gustafson has focused its efforts on naturally
occurring organisms as opposed to genetically engineered organisms.  Gustafson
received regulatory approval from the United States Environmental Protection
Agency ("EPA") in 1992 for the first of a series of new biological
formulations.

     In Australia, the Corporation's subsidiary, Hannaford Seedmaster Services
Pty. Ltd., provides seed treatment chemicals and treating services to the
local market.

     The Crop Protection business, under the Uniroyal name, promotes seed
treatment chemicals in all regions of the world other than North America and
Australia and enjoys a substantial position in the international seed
treatment market.  The Corporation anticipates continuing growth in seed
treatment, which is environmentally attractive because it involves very
localized use of agricultural chemicals and very low use rates compared to
broad foliar or soil treatment.

     The Crop Protection business markets its products in North America
through a direct sales force selling to a distribution network consisting of
more than one hundred distributors and direct customers.  In the international
market, the Crop Protection business' direct sales force services over 300
distributors, dealers and agents.

Colors

     The Colors business had net sales in fiscal 1998 of $229.7 million. 
Textile dyes manufactured and sold by the Colors business are used on both
synthetic and natural fibers for knit and woven garments, home furnishings
such as carpets, draperies, and upholstery, and automotive furnishings
including carpeting, seat belts, and upholstery.  Industrial dyes and
chemicals are marketed to the paper, leather, and ink industries for use on
stationery, tissue, towels, shoes, apparel and luggage, as well as other
specialty areas such as transfer printing inks.

     The Corporation also markets a line of chemical auxiliaries for the
textile industry, including leveling agents, dye fixatives, and preparation
and finishing chemicals. 

     The Corporation is among the largest suppliers of dyes in the United
States and is a leading domestic producer of specialty dyes for nylon, wool,
polyester, acrylics, and cotton.  The Corporation is recognized domestically
as a leader in dyes and dyeing process technology for the broadloom carpet
industry and is the only supplier of basic dyes for differential dyed nylon
carpet in the United States and Europe.  In addition, the Corporation supplies
unique dyes for metal coating applications and ink-jet printers.  In Europe,
the primary dye offerings of the Corporation are acid and pre-metallized dyes
for wool and nylon fibers.  

     Domestically, the Corporation sells dyes and chemical auxiliaries
predominantly through its own dedicated sales force.  The Corporation's
position as a leading dyes supplier in the United States has been maintained
by satisfying the market's needs with quick customer response, efficient
production, quality products and strong technical service. Outside the United
States, as much as one-half of the Corporation's sales of dyes are made
through third party distribution channels.  


Other

     In January 1999, the Corporation sold its specialty ingredients business,
Ingredient Technology Corporation ("ITC"), to Chr. Hansen, Inc.  ITC had
fiscal 1998 net sales of $89.6 million.  Through ITC, the Corporation
manufactured and sold reaction and compounded flavor ingredients for the food
processing, bakery, beverage and pharmaceutical industries; colors certified
by the Food & Drug Administration for sale to domestic producers of food and
pharmaceuticals; and inactive ingredients for the pharmaceutical industry. 
ITC was also a leading supplier of specialty sweeteners, including edible
molasses, molasses blends, malt extracts, and syrups for the bakery,
confectionery and food processing industries and a supplier of seasonings and
seasoning blends for the food processing industry.  



               POLYMERS AND POLYMER PROCESSING EQUIPMENT

Polymers 

     The Polymers business, which had net sales for fiscal 1998 of $342.5 
million, has three principal product lines: Adiprene(R)/Vibrathane(R) urethane
prepolymers, Royalene(R) EPDM rubber and Paracril(R) nitrile rubber. 

Adiprene(R)/Vibrathane(R)
     
     The Corporation believes that it is the leading manufacturer of high
performance liquid castable urethane prepolymers in the world. Among the most
common products using these prepolymers are solid industrial tires, printing
rollers, industrial rolls, abrasion-resistant mining products such as chutes,
hoppers and slurry transport systems, mechanical goods and a variety of sports
equipment and other consumer items.  The Corporation effectively competes in
this business by providing efficient customer service and technical assistance
through a highly regarded technical service staff and a proven ability to
develop new products and technologies for its customers.  Over 150 grades of
urethane prepolymers are commercially available from Uniroyal.

     Adiprene(R)/Vibrathane(R) urethane prepolymers are sold directly by a
dedicated sales force in the United States, Canada and Australia and by direct
sales and through distributorships in Europe, Latin America and the Far East.
Adiprene(R)/Vibrathane(R) customers are serviced worldwide by a dedicated
technical staff.  Technical service personnel support field sales, while a
research and development staff is dedicated to support new product and process
development to meet rapidly changing customer needs.  Technical support is a
critical component of the product offering.

Royalene(R) 
     
     The Corporation produces and markets approximately 30 different ethylene-
propylene-diene rubber ("EPDM") polymer variations.  EPDM is popularly known
as "crackless rubber" because of its ability to withstand sunlight and ozone
without cracking.  EPDM's applications include automobile, single-ply roofing,
hoses, electrical insulation, tire sidewalls, mechanical seals and gaskets,
oil additives, and plastic modifiers.

     The Corporation believes it is one of the three largest suppliers of EPDM
polymers in the world, and the largest supplier of EPDM polymers in North
America.  The Corporation's success in this business has been due to several
factors, including product performance, effective technical assistance and
outstanding customer service, which have earned the Corporation a reputation
for excellence and strong customer loyalty.

Paracril(R)

     In November 1998, Uniroyal entered into a joint venture with GIRSA, a
subsidiary of DESC, S.A. de C.V., a Mexican corporation, to produce
Paracril(R) oil-resistant nitrile rubber products in Mexico.  Uniroyal is
contributing its nitrile rubber technology and business to the joint venture,
and will continue to provide sales and technical service support through its
existing organization.  GIRSA is contributing its process and manufacturing
technology to the joint venture and will be primarily responsible for the
construction of a new plant in Mexico.  Uniroyal's production facility in
Painesville, Ohio will close by mid-1999. 

     Nitrile rubber polymers, produced and marketed by the Corporation under
the Paracril(R) trademark, are resistant to most types of oils. Paracril(R)
nitrile rubber is produced in 22 different variations to meet specific end use
requirements in automotive hoses, seals, rings, printing rolls, insulation and
many other products exposed to oil. 

     The sale of Royalene(R) and Paracril(R)  products is supported by a
highly qualified staff of technical service specialists with extensive field
and operational experience.  Strong customer relations and market knowledge
result from this sales effort.  In certain geographic areas, the Royalene(R)
and Paracril(R) products are sold through distributors.

Polymer Processing Equipment

     The Corporation's wholly owned subsidiary, Davis-Standard Corporation, 
manufactures and sells polymer processing equipment, which includes industrial
blow molding equipment, electronic controls, and integrated extrusion systems,
and offers specialized service and modernization programs for in-place polymer
processing systems.  The polymer processing equipment business had net sales
in the 1998 fiscal year of $344.5 million. 

     Integrated polymer processing systems, which include extruders in
combination with controls and other equipment, are used to process polymers
into various products such as plastic sheet and profiles used in appliances,
automobiles, home construction, sports equipment, and furniture; extruded
shapes used as house siding, furniture trim, and substitutes for wood molding;
and cast and blown film used to package many consumer products.  Integrated
extrusion systems are also used to compound engineered polymers, to recycle
and reclaim plastics, to coat paper, cardboard and other materials used as
packaging, and to apply plastic or rubber insulation to high voltage power
cable for electrical utilities and to wire for the communications,
construction, automotive, and appliance industries.  Industrial blow molding
equipment produced by the Corporation is sold to manufacturers of non-
disposable plastic items such as tool cases and beverage coolers.

     The Corporation is a leading producer of polymer processing equipment for
the polymers industry and a leading domestic producer of industrial blow
molding equipment and competes with domestic and foreign producers of such
products. The expansion of its Pawcatuck, Connecticut facility and a strong
performance at its German subsidiary, ER-WE-PA Davis-Standard GmbH, have
enabled shipments to keep pace with the strong demand for extruders. The
Corporation is one of a number of producers of other types of polymer
processing machinery.  

     In the United States, most of the Corporation's sales of polymer
processing equipment are made by its own dedicated sales force.  In other
parts of the world, and for export sales from the United States, the
Corporation's sales of such equipment are made largely through agents.

                              *  *  *

Sources of Raw Materials

     Chemicals, steel, castings, parts, machine components and other raw
materials required in the manufacture of the Corporation's products are
generally available from a number of sources, some of which are foreign.  The
Corporation also uses large amounts of petrochemical feedstocks in its
chemical manufacturing processes.  Large increases in the cost of these
petrochemical feedstocks could adversely affect the Corporation's operating
margins.  Significant sales of the colors business consist of dyes
manufactured from intermediates purchased from foreign sources.

     The Corporation holds a 50% interest in Rubicon Inc. ("Rubicon"), a
manufacturing joint venture between Uniroyal and ICI American Holdings, Inc.
("ICI") located in Geismar, Louisiana, which supplies both ICI and Uniroyal
with aniline, and Uniroyal with diphenylamine ("DPA").  The Corporation
believes that its aniline and DPA needs in the foreseeable future will be met
by production from Rubicon and Uniroyal's DPA facility located in
Huddersfield, England.

Patents and Licenses

     The Corporation has over 1,800 United States and foreign patents and
pending applications and has trademark protection for approximately 500
product names.  Patents, trade names, trademarks, know-how, trade secrets,
formulae, and manufacturing techniques  assist in maintaining the competitive
position of certain of the Corporation's products.  Patents, formulae, and
know-how are of particular importance in the manufacture of a number of
specialty chemicals manufactured and sold by the Corporation, and patents and
know-how are also significant in the manufacture of certain wire insulating
and polymer processing machinery product lines.  The Corporation is  licensed
to use certain patents and technology owned by other companies, including some
foreign companies, to manufacture products complementary to its own products,
for which it pays royalties in amounts not considered material to the
consolidated results of the enterprise.  Products to which the Corporation has
such rights include certain crop protection chemicals, dyes, and polymer
processing machinery.

     While the existence of a patent is prima facie evidence of its validity,
the Corporation cannot assure that any of its patents will not be challenged
nor can it predict the outcome of any such challenge.  The Corporation
believes that no single patent, trademark, or other individual right is of
such importance, however, that expiration or termination thereof would
materially affect its business.

Seasonal Business

     With the exception of the Crop Protection business which has
approximately 15% of its annual sales occurring in the fourth calendar
quarter, no material portion of any segment of the business of the Corporation
is seasonal.

Customers

     The Corporation does not consider any segment of its business dependent
on a single customer or a few customers, the loss of any one or more of whom
would have a material adverse effect on the segment.  No one customer's
business accounts for more than ten percent of the Corporation's gross
revenues nor more than ten percent of its earnings before taxes.

Backlog

     Because machinery production schedules range from about 60 days to 10
months, backlog is important to the Corporation's polymer processing equipment
business.  Firm backlog of customers' orders for this business at the end of
1998 totalled approximately $118 million compared with $106 million at the end
of 1997.  It is expected that most of the 1998 backlog will be shipped during
1999.  Orders for specialty chemicals and polymers are generally filled from
inventory stocks and thus are excluded from backlog.

Competitive Conditions

     The Corporation is a major manufacturer of specialty chemicals, polymers
and polymer processing equipment.  Competition varies by product and by
geographic region, except that in rubber chemicals the market is fairly
concentrated.  In that market, Uniroyal and its two principal competitors
together account for approximately 50% of total worldwide sales.  In addition,
the EPDM market is fairly concentrated.  Uniroyal and its two principal
competitors together account for approximately 70% of sales within the United
States and approximately 50% worldwide.

     Two new EPDM technologies are being developed and commercialized by
competitors.  The first technology, which is based on a new metallocene
catalyst system and which may expand the application areas of EPDM, is also
being developed by the Corporation.  The second technology is a gas phase
process that has not been fully commercialized by any company and cannot be
fully assessed at this time.

     Product performance, service, and prices are all important factors in
competing in the specialty chemicals, polymers and polymer processing
equipment businesses.

Research and Development
     
     The Corporation conducts research and development on a worldwide basis at
a number of facilities, including field stations that are used for crop
protection research and development activities.   Research and development
expenditures by the Corporation totalled $52.8 million for the year 1998,
$53.6 million for the year 1997 and $52.4 million for the year 1996. 

Environmental Matters

     Chemical companies are subject to extensive environmental laws and
regulations concerning, among other things, emissions to the air, discharges
to land, surface, subsurface strata and water and the generation, handling,
storage, transportation, treatment and disposal of waste and other materials
and are also subject to other federal, state and local laws and regulations
regarding health and safety matters.

     Environmental Regulation.  The Corporation believes that its business,
operations and facilities have been and are being operated in substantial
compliance in all material respects with applicable environmental and health
and safety laws and regulations, many of which provide for substantial fines
and criminal sanctions for violations.  The ongoing operations of chemical
manufacturing plants, however, entail risks in these areas and there can be no
assurance that material costs or liabilities will not be incurred.  In
addition, future developments, such as increasingly strict requirements of
environmental and health and safety laws and regulations and enforcement
policies thereunder, could bring into question the handling, manufacture, use,
emission or disposal of substances or pollutants at facilities owned, used or
controlled by the Corporation or the manufacture, use or disposal of certain
products or wastes by the Corporation and could involve potentially
significant expenditures.  To meet changing permitting and regulatory
standards, the Corporation may be required to make significant site or
operational modifications, potentially involving substantial expenditures and
reduction or suspension of certain operations.  The Corporation incurred $10.8
million of costs for capital projects and $31.8 million for operating and
maintenance costs related to environmental compliance at its facilities during
fiscal 1998. In fiscal 1999, the Corporation expects to incur approximately
$14.3 million of costs for capital projects and $31.7  million for operating
and maintenance costs related to environmental compliance at its facilities. 
During fiscal 1998, the Corporation spent $8.4 million to clean up previously
utilized waste disposal sites and to remediate current and past facilities. 
The Corporation expects to spend approximately $18.4 million during fiscal
1999 to clean up such waste disposal sites.

     Pesticide Regulation.  The Corporation's Crop Protection business is
subject to regulation under various federal, state, and foreign laws and
regulations relating to the manufacture, sales and use of pesticide products.

     In August, 1996, Congress enacted significant changes to the Federal
Insecticide, Fungicide, and Rodenticide Act ("FIFRA"), governing U.S. sale and
use of pesticide products, and the Federal Food, Drug, and Cosmetic Act
("FFDCA"), which limits pesticide residues on food with the Food Quality
Protection Act of 1996 ("FQPA").  Under FIFRA, the new law will facilitate
registrations and reregistrations of pesticides for special (so called
"minor") uses and authorize collection of maintenance fees to support
pesticide reregistrations.  Coordination of regulations implementing FIFRA and
FFDCA will be required.  Food safety provisions will establish a single
standard of safety for pesticide residue on raw and processed foods;  provide
information through large food retail stores to consumers about the health
risks of pesticide residues and how to avoid them;  preempt state and local
food safety laws if they are based on concentrations of pesticide residues
below recently established federal residue limits (called "tolerances");  and
ensure that tolerances protect the health of infants and children.

     FFDCA, as amended by FQPA, authorizes EPA to set a tolerance for a
pesticide in or on food at a level which poses "a reasonable certainty of no
harm" to consumers.  The EPA is required to review all tolerances for all
pesticide products within 10 years.  It is not known when and to what extent
the Corporation's products will be reviewed and/or restricted under this
standard.

     In April, 1996, UCC announced that it had voluntarily canceled registered
uses of its propargite miticide on certain crops in the United States.  The
action was taken to reduce dietary exposure as requested by the EPA, using the
EPA's current risk assessment model.  Tests to confirm that propargite does
not pose a dietary risk are continuing under EPA approved protocols. 
Propargite will be reviewed under the new FQPA standard discussed above.

     The European Commission ("EC") has established procedures whereby all
existing active ingredient pesticides will be reviewed.  This EC regulation
became effective in 1993 and will result in a review of all commercial
products during the next few years.  The initial round of reviews covered
ninety products, four of which are the Corporation's products.  It is
anticipated that other of the Corporation's products will be reviewed in
subsequent years.  The process may lead to full reregistration in member
states of the EC or may lead to some restrictions, if adverse data is
discovered.

Employees

     The Corporation had approximately 5,364 employees on December 26, 1998.  

Geographic Information
                                                              
     The information with respect to sales and property, plant and equipment
attributable to each of the major geographic areas served by the Corporation
for each of the Corporation's last three fiscal years, set forth in the Notes
to Consolidated Financial Statements on page 33 of the Corporation's 1998
Annual Report to Stockholders, is incorporated herein by reference.

     The Corporation considers that the risks relating to operations of its
foreign subsidiaries are comparable to those of other U.S. companies which
operate subsidiaries in developed countries.  All of the Corporation's
international operations are subject to fluctuations in the relative values of
the currencies in the various countries in which its activities are conducted.



ITEM 2.  PROPERTIES

     The following table sets forth information as to the principal operating
properties of the Corporation and its subsidiaries:

Location               Facility                   Products/Businesses

UNITED STATES
Alabama
   Bay Minette         Plant*                     Performance Chemicals

Connecticut
   Bethany             Research Center*           Crop Protection

   Middlebury          Corporate Offices and      Crop Protection, Performance
                       Research Center**          Chemicals, and Polymers     

   Naugatuck           Plant, Research Center*    Crop Protection, Performance
                                                  Chemicals, and Polymers

   Pawcatuck           Office and                 Polymer Processing
                       Machine Shop*              Equipment

   Stamford            Office**                   Corporate Headquarters

Louisiana
   Geismar             Plant*                     Crop Protection, Performance
                                                  Chemicals, and Polymers
New Jersey
   Cedar Grove         Office and                 Polymer Processing Equipment
                       Machine Shop**               
                                             
   Edison              Office and                 Polymer Processing Equipment
                       Machine Shop**               

   Newark              Plant*                     Colors

   Nutley              Office, Laboratory         Colors
                       and Plant*

   Somerville          Office and                 Polymer Processing Equipment
                       Machine Shop*

North Carolina
   Charlotte           Office and                 Colors
                       Laboratory*

   Gastonia            Plant*                     Crop Protection, Performance
                                                  Chemicals, and Polymers

   Lowell              Plant*                     Colors

Pennsylvania               
   Gibraltar           Office, Laboratory         Colors
                       and Plant*               

   Reading             Plant*                     Colors

South Carolina
   Greenville          Plant, Laboratory          Colors
                       and Warehouse*

INTERNATIONAL

Australia
 South Australia
   Regency Park, S.A.  Office and                 Crop Protection
                       Machine Shop**
 New South Wales
  Seven Hills          Office and Laboratory**    Polymers

Bahamas
   Freeport            Plant*                     Performance Chemicals


Belgium
  Brussels             Office**                   Colors, Crop Protection,
                                                  Performance Chemicals
                                                  and Polymers


  Tertre               Office, Laboratory         Colors
                       and Plant*                
Brazil
   Rio Claro           Plant*                     Crop Protection, Performance
                                                  Chemicals, and Polymers
Canada
Ontario 
   Elmira              Plant*                     Crop Protection, Performance
                                                  Chemicals, and Polymers

  Guelph               Research Center*           Crop Protection, Performance
                                                  Chemicals, and Polymers      
France
   Dannemarie          Office and                 Polymer Processing Equipment
                       Machine Shop*

   Oissel              Office, Laboratory         Colors
                       and Plant*
Germany 
   Erkrath             Office and                 Polymer Processing Equipment
                       Machine Shop*
Italy
   Latina              Plant*                     Crop Protection, Performance
                                                  Chemicals, and Polymers
Korea
   Kyungki-do          Plant*                     Performance Chemicals
                                             
Mexico
   Tampico             Plant*                     Performance Chemicals 

The Netherlands        Plant*                     Crop Protection
   Amsterdam

Republic of China
(Taiwan)
   Kaohsiung           Plant***                   Performance Chemicals

Thailand
   Bangkok             Plant*                     Performance Chemicals

United Kingdom
   Evesham             Research Center*           Crop Protection

   Huddersfield        Plant#                     Performance Chemicals

   Langley             Office**                   Colors, Crop Protection,
                                                  Performance Chemicals, and
                                                  Polymers
__________________
*    Facility Owned by the Corporation
**   Facility Leased by the Corporation
***  Facility Owned by Uniroyal Chemical Taiwan Ltd., which is 80% owned by
     Uniroyal
 #   Land Leased by and Facility owned by Uniroyal

All facilities are considered to be in good operating condition, well
maintained, and suitable for the Corporation's requirements.


ITEM 3.  LEGAL PROCEEDINGS

     The Corporation is involved in claims, litigation, administrative
proceedings and investigations of various types in several jurisdictions.  A
number of such matters involve claims for a material amount of damages and
relate to or allege environmental liabilities, including clean-up costs
associated with hazardous waste disposal sites, natural resource damages,
property damage and personal injury.

     Environmental Liabilities.  Each quarter, the Corporation 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 Corporation and the
anticipated time frame over which payments toward the remediation plan will
occur.  The total amount accrued for such environmental liabilities at
December 26, 1998, was $94 million.  The Corporation estimates the potential
liabilities to range from $70 million to $129 million at December 26, 1998. 
It is reasonably possible that the Corporation's estimates for environmental
remediation liabilities may change in the future should additional sites be
identified, further remediation measures be required or undertaken, the
interpretation of current laws and regulations be modified or additional
environmental laws and regulations be enacted.
     
     The Corporation generally assesses the possibility for toxic tort claims. 
Such liabilities are dependent upon complex factors.  Five facilities have
been identified where the possibility for toxic tort claims may be
significant, i.e. as situations where chemicals are believed to have migrated
off-site, thus posing risk of exposure.  There are no lawsuits pending
involving any of these five facilities.  Virtually all, if not all, of the
off-site disposal sites to which the Corporation may have sent toxic materials
pose a possibility for toxic tort claims.  There are currently pending five
toxic tort claims against Uniroyal and others arising from these off-site
disposal sites.

     The Corporation and some of its subsidiaries have been identified by
federal, state or local governmental agencies, and by other potentially
responsible parties (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.  Because these regulations have
been construed to authorize joint and several liability, the EPA could seek to
recover all costs involving a waste disposal site from any one of the PRP's
for such site, including the Corporation, despite the involvement of other
PRPs.  In many cases, the Corporation is one of several hundred PRPs so
identified.  In a few instances, the Corporation is one of only a handful of
PRPs.   In certain instances, a number of other financially responsible PRPs
are also involved, and the Corporation expects that any ultimate liability
resulting from such matters will be apportioned between the Corporation and
such other parties.   In addition, the Corporation is involved with
environmental remediation and compliance activities at some of its current and
former sites in the United States and abroad.  The more significant of these
matters are described below.

 .     Beacon Heights and Laurel Park - Uniroyal is a member of the Beacon
Heights Coalition, a group of entities engaged in remedial work at the Beacon
Heights site in the State of Connecticut pursuant to a Consent Decree entered
in 1987.  The actions required by this Consent Decree have been essentially
completed.  There is a continuing requirement for operation and maintenance at
the site.

     Over many years, Uniroyal has entered into and performed activities
pursuant to a series of Administrative Orders with respect to the Laurel Park
site located in the State of Connecticut.  The EPA, the State of Connecticut,
and the Laurel Park Coalition (consisting of Uniroyal and a number of other
parties) have entered into a Consent Decree governing the design and
implementation of the selected remedy.  Remedial construction began at the
Laurel Park site in July 1996, and was completed in 1998.  Operation and
maintenance activities at the site are ongoing.    

     Consolidated litigation brought by the Beacon Heights and Laurel Park
Coalitions seeking contribution to the costs from the owner/operators of the
site and later from other identified generator parties has resulted in
substantial recoveries from a number of parties.  Hearings on the remaining
claims have been completed before a Special Master appointed by the Court. 
The Special Master has issued a Report and Recommendations to the Court
denying recovery to the Coalitions. The Coalitions intend to file objections
to the Report prior to the Courts ruling in this matter.

 .     Cleve Reber - Uniroyal and three other corporations named in an
Administrative Order issued by the EPA have complied with such Order which
governs remediation of the site located in the State of Louisiana.  The
cooperating parties have negotiated a consent agreement with the EPA which
resolves all outstanding claims, leaving only ongoing operation and
maintenance activities at the site.

 .     Petro Processors - This matter relating to a site in the State of
Louisiana was initiated in 1981.  Litigation was instituted by the EPA against
a number of parties, including Uniroyal, Inc. (which Uniroyal has agreed to
indemnify), seeking cleanup of the Petro Processors site.  A Consent Decree
was entered to settle the case in February 1984, which required the defendants
to clean up the site to the satisfaction of the EPA under supervision of the
court.  A settlement among the ten defendants, dated December 16, 1983,
defines the percentage to be borne by each defendant of the currently
estimated future cost of $89.0 million to complete remediation of the site. 
Although the allocations are subject to a confidentiality order, Uniroyal
believes that the amount it will pay will not be material to its financial
condition or results of operations.

 .     Vertac - Uniroyal and its Canadian subsidiary, Uniroyal Chemical
Co./Cie. (formerly known as Uniroyal Chemical Ltd./Ltee) were joined with
others as defendants in consolidated civil actions brought in the United
States District Court, Eastern District of Arkansas, Western Division by the
United States of America, the State of Arkansas and Hercules Incorporated
("Hercules") relating to a Vertac Chemical Corporation site in Jacksonville,
Arkansas.  Uniroyal has been dismissed from the litigation.  On May 21, 1997,
the Court entered an order finding that Uniroyal Chemical Co./Cie. is jointly
and severally liable to the United States, and finding that Hercules and
Uniroyal Chemical Co./Cie. are liable to each other in contribution.  On
October 23, 1998, the Court entered an order granting the United States's
motion for summary judgment against Uniroyal Chemical Co,/Cie. and Hercules as
to the amount of its claimed removal and remediation costs of $102.9 million
at the Vertac site.  Trial on the allocation of these costs as between
Uniroyal Chemical Co./Cie. and Hercules was concluded on November 6, 1998, and
post-trial briefing was completed during February 1999, with a decision
expected during the second quarter of 1999.  How much, if any, of the costs
will ultimately be imposed on Uniroyal Chemical Co./Cie. cannot be determined
at this time although Uniroyal Chemical Co./Cie. continues to believe that its
share of liability will be small in comparison to that of Hercules.

     The natural resource damage case filed by several individuals in state
court which named Uniroyal Chemical Co./Cie. has been withdrawn without
prejudice.  These individuals have refiled their case in Federal court against
some of the parties but have not named Uniroyal Chemical Co./Cie. as a
defendant.  Uniroyal Chemical Co./Cie. received a notice from the United
States Department of the Interior of its intent to perform a Natural Resource
Damage Assessment at the site.  In addition, the State of Arkansas has
commenced an action for natural resource damages which is currently pending in
the State court, but Uniroyal Chemical Co./Cie. has not been named a party in
that action.  

 .     Naugatuck - On February 24, 1999, the Connecticut Department of
Environmental Protection initiated an action in Connecticut State court
against Uniroyal alleging that the Company's Naugatuck, CT, plant had on
several occasions improperly discharged hazardous wastes to the Naugatuck
sewage treatment plant and had failed to comply with other applicable state
and Federal requirements regarding its discharges to the sewage treatment
plant. 

     The Corporation intends to assert all meritorious legal defenses and all
other equitable factors which are available to it with respect to the above
matters.  The Corporation believes that the resolution of these environmental
matters will not have a material adverse effect on its consolidated financial
position.  While the Corporation believes it is unlikely, the resolution of
these environmental matters could have a material adverse effect on its
consolidated results of operations in any given year if a significant number
of these matters are resolved unfavorably.
                

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.

                              PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS 

     The information concerning the range of market prices for the
Corporation's Common Stock on the New York Stock Exchange and the amount of
dividends paid thereon during the past two years, set forth in the Notes to
Consolidated Financial Statements on page 33 of the Corporation's 1998 Annual
Report to Stockholders, is incorporated herein by reference.                   
                                

     The number of registered holders of Common Stock of the Corporation on
December 26, 1998, was 4,555.


ITEM 6.  SELECTED FINANCIAL DATA

     The selected financial data for the Corporation for each of its last
seven fiscal years, set forth under the heading "Seven Year Selected Financial
Data" on page 35 of the Corporation's 1998 Annual Report to Stockholders, is
incorporated herein by reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS     

     Management's discussion and analysis of the Corporation's financial
condition and results of operations, set forth under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 18 through 21 of the Corporation's 1998 Annual Report to Stockholders,
is incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Market risk is summarized in Management's Discussion and Analysis of
Financial Conditions and Results of Operations on pages 19 and 20 of the
Corporation's 1998 Annual Report to Stockholders.  Significant interest rate
risk-sensitive instruments as of December 26, 1998, are detailed below and
should be read in conjunction with the Long-term Debt and Financial
Instruments Notes to the Corporation's 1998 Annual Report to Stockholders:

                           Interest Rate Sensitivity
                           (In thousands of dollars)


                                                                       Fair 
Year of Maturity    1999    2000    2001     2002     2003     Total   Value


Long-Term Debt:
  Fixed Rate (US$)        $182,261         $173,128          $355,389 $394,447
   Average
   Interest Rate             9.00%           10.50%             9.73%
  Variable Rate (US$)                               $283,700 $283,700 $283,700
   Average
   Interest Rate                                       6.13%    6.13%
 Variable Rate (primarily
 Canadian Dollars)        $  3,366   $500  $   462  $  3,440 $  7,768 $  7,768
   Average 
   Interest Rate             5.73%  4.25%    4.25%     5.38%    5.39%        

Short-Term Debt:
 Variable Rate (primarily Belgian
   Francs)         $17,305                                   $ 17,305 $  7,305
 Average
 Interest Rate       3.85%                                      3.85%

Anticipated Transaction Interest Rate
  Protection Agreement:
 Protection Agreement 
  (US$)                   $230,000                           $230,000 $ 17,098
                             6.04%                              6.04%          



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements of the Corporation, notes thereto, and
supplementary data, appearing on pages 22 through 35 of the Corporation's 1998
Annual Report to Stockholders, are incorporated herein by reference.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

     None. 


                             PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information called for by this item concerning directors of the
Corporation is included in the definitive proxy statement for the
Corporation's Annual Meeting of Stockholders to be held on April 27, 1999,
which is to be filed with the Commission pursuant to Regulation 14A of the
Securities Exchange Act of 1934, and such information is incorporated herein
by reference.



     The executive officers of the Corporation are as follows:

Vincent A. Calarco, age 56, has served as President and Chief Executive
Officer of the Registrant since 1985 and Chairman of the Board since 1986. Mr.
Calarco has been a member of the Board of Directors of the Registrant since
1985.

Robert W. Ackley, age 57, has served as a Vice President, Polymer Processing
Equipment, of the Registrant since 1998 and as President of Davis-Standard
Corporation (prior to 1995, Davis-Standard Division) since 1983.  Mr. Ackley
has served as a Vice President of the Registrant since 1986.

Peter Barna, age 55, has served as Vice President-Finance of the Registrant
since 1996 and Principal Accounting Officer of the Registrant since 1986.  Mr.
Barna served as Treasurer of the Registrant from 1980 to 1996.

James J. Conway, age 55, has served as Vice President, Colors, of the
Registrant since 1998 and President of Crompton & Knowles Colors Incorporated
since 1997.  Prior to joining the Registrant, Mr. Conway was Senior Vice
President and General Manager of International Specialty Products, Inc. from
1992 to 1997.

Joseph B. Eisenberg, Ph.D., age 56, has served as Vice President, Rubber
Chemicals, EPDM and Nitrile Rubber, of the Registrant since 1998 and as
Executive Vice President, Chemicals & Polymers, of Uniroyal since 1994.  Dr.
Eisenberg served as Vice President and General Manager of the Chemicals &
Polymers Division of Uniroyal from 1991 to1994.

John T. Ferguson II, age 52, has served as Vice President of the Registrant
since 1996, and General Counsel and Secretary of the Registrant since 1989.

Marvin H. Happel, age 59, has served as Vice President-Organization and
Administration of the Registrant since 1996 and Vice President-Organization
from 1986 to 1996.

Alfred F. Ingulli, age 57, has served as Vice President, Crop Protection, of
the Registrant since 1998 and as Executive Vice President, Crop Protection of
Uniroyal since 1994.  Mr. Ingulli served as Vice President and General
Manager, Crop Protection Division of Uniroyal from 1989 to 1994.
   
John R. Jepsen, age 43, has served as Treasurer of the Registrant since 1998. 
Mr. Jepsen served with the International Paper Company as Assistant Treasurer,
International from 1996 to 1998 and, prior to that, as Director of Corporate
Finance from 1986 to 1996.

Charles J. Marsden, age 58, has served as Senior Vice President and Chief
Financial Officer of the Registrant since 1996, and served as Vice President-
Finance and Chief Financial Officer of the Registrant from 1985 to 1996.  Mr.
Marsden has served as a member of the Board of Directors of the Registrant
since 1985.

William A. Stephenson, age 51,has served as Vice President, Specialty
Additives and Urethanes, of the Registrant since 1998 and as Executive Vice
President, Specialties of Uniroyal since 1994.  Mr. Stephenson served as Vice
President and General Manager, Specialties Division, of Uniroyal from 1990 to
1994.

     The term of office of each of the above-named executive officers is until
the first meeting of the Board of Directors following the next annual meeting
of stockholders and until the election and qualification of his successor.

     There is no family relationship between any of such officers, and there
is no arrangement or understanding between any of them and any other person
pursuant to which any such officer was selected as an officer.


ITEM 11.  EXECUTIVE COMPENSATION

     Information called for by this item is included in the definitive proxy
statement for the Corporation's Annual Meeting of Stockholders to be held on
April 27, 1999, which is to be filed with the Commission pursuant to
Regulation 14A, and such information is incorporated herein by reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     Information called for by this item is included in the definitive proxy
statement for the Corporation's Annual Meeting of Stockholders to be held on
April 27, 1999, which is to be filed with the Commission pursuant to
Regulation 14A, and such information is incorporated herein by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information called for by this item is included in the definitive proxy
statement for the Corporation's Annual Meeting of Stockholders to be held on
April 27, 1999, and such information is incorporated herein by reference.


                           PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 

(a)     The following documents are filed as part of this report:

     1.  Financial statements and Independent Auditors' Report, as required by
         Item 8 of this form, which appear on pages 22 through 34 of the
         Corporation's 1998 Annual Report to Stockholders and are incorporated
         herein by reference:

         (i)     Consolidated Statements of Operations for the fiscal years
                 ended 1998, 1997, and 1996;
         (ii)    Consolidated Balance Sheets for the fiscal years ended 1998
                 and 1997;
         (iii)   Consolidated Statements of Cash Flows for the fiscal years
                 ended 1998, 1997, and 1996;
         (iv)    Consolidated Statements of Stockholders' Equity [Deficit] for
                 the fiscal years ended 1998, 1997 and 1996;
         (v)     Notes to Consolidated Financial Statements; and
         (vi)    Independent Auditors' Report of KPMG LLP.

     2.  Independent Auditors' Report and Consent, and Financial Statement
         Schedule II, Valuation and Qualifying Accounts, required by
         Regulation S-X.  Pages S-1 and S-2 hereof.
 
     3.  The following exhibits are either filed herewith or incorporated
         herein by reference to the respective reports and registration
         statements identified in the parenthetical clause following the
         description of the exhibit:

Exhibit No.                         Description

2.0     Agreement and Plan of Merger dated April 30, 1996, by and among
        the Registrant, Tiger Merger Corp. and UCC  (incorporated by reference
        to Exhibit 2 to Form 10-Q for the period ended March 31, 1996).

2.1     Limited Liability Company Agreement by and between Gustafson, Inc. and
        Trace Chemicals, Inc., effective as of September 23, 1998,
        (incorporated by reference to Exhibit 2.1 to Form 8-K/A dated January
        21, 1999).

2.2     First Amendment to Limited Liability Company Agreement by and among GT
        Seed Treatment Inc. (f/k/a Gustafson, Inc.), Ecart Inc. (f/k/a Trace
        Chemicals, Inc.) and Bayer Corporation, dated as of November 20, 1998,
        (incorporated by reference to Exhibit 2.2 to Form 8-K/A dated January
        21, 1999).

2.3     Purchase Agreement by and among the Registrant, Uniroyal, Trace
        Chemicals, Inc. and Gustafson, Inc. as Sellers, and Bayer Corporation,
        as Purchaser, and Gustafson LLC, as the Company, dated as of November
        20, 1998,  (incorporated by reference to Exhibit 2.3 to Form 8-K/A
        dated January 21, 1999).

2.4     Purchase Agreement by and between Uniroyal Chemical Co./Cie and Bayer
        Inc., effective as of November 20, 1998,  (incorporated by reference
        to Exhibit 2.4 to Form 8-K/A dated January 21, 1999).

2.5     Partnership Agreement of Gustafson Partnership by and between Uniroyal
        Chemical Co./Cie and Bayer Inc., effective as of November 20, 1998,
        (incorporated by reference to Exhibit 2.5 to Form 8-K/A dated January
        21, 1999). 

2.6     Joint Venture Agreement and Shareholders Agreement dated September 18,
        1998, by and between Uniroyal and GIRSA S.A. de C.V.  (filed
        herewith*)
 
2.7     Stock Purchase Agreement dated as of December 8, 1998, by and among
        the Registrant and Ingredient Technology Corporation, as Sellers, and
        Chr. Hansen Inc., as Purchaser  (filed herewith*). 
 
3(i)    Restated Articles of Organization of the Registrant filed with the
        Commonwealth of Massachusetts on October 27, 1988, as amended on April
        10, 1990, and on April 14, 1992  (incorporated by reference to Exhibit
        3(a) to Form 10-K for the fiscal year ended December 26, 1992).

3(ii)   By-laws of the Registrant  (incorporated by reference to Exhibit
        3(ii) to Form 10-K for the fiscal year ended December 27, 1997).

4.1     Rights Agreement dated as of July 20, 1988, between the Registrant and
        The Chase Manhattan Bank, N.A., as Rights Agent  (incorporated by
        reference to Exhibit 1 to Form 8-K dated July 29, 1988).

4.2     Agreement dated as of March 28, 1991, amending Rights Agreement dated
        as of July 20, 1988, between the Registrant and The Chase Manhattan
        Bank, N.A., as Rights Agent  (incorporated by reference to Exhibit
        4(i)(i) to Form 10-K for the fiscal year ended December 29, 1990).

4.3     Form of Indenture, dated as of February 8, 1993, among Uniroyal
        and State Street Bank and Trust Company, as
        Trustee, relating to the 10 1/2% Notes, including form of securities
        (incorporated by reference to Exhibit 4.1 to the Registration
        Statement on UCC Form S-1, Registration No. 33-45296 and 33-45295
        ["UCC Form S-1, Registration No. 33-45296/45295"]).

4.4     Form of First Supplemental Indenture, dated as of December 9, 1998,
        among UCC, as Issuer, Uniroyal, as successor to the Issuer, and State
        Street Bank and Trust Company, as Trustee, relating to the 10 1/2%
        Notes  (filed herewith*). 

4.5     Form of Indenture, dated as of February 8, 1993, among UCC and United
        States Trust Company of New York, as Trustee, relating to the 11%
        Notes, including form of securities  (incorporated by reference to
        Exhibit 4.1(a) to UCC Form S-1, Registration No. 33-45296/45295). 

4.6     Form of Indenture, dated as of February 8, 1993, among UCC and The
        Shawmut Bank Connecticut, N.A. as Trustee, relating to the 12% Notes,
        including form of securities  (incorporated by reference to Exhibit
        4.1(b) to UCC Form S-1, Registration No. 33-45296/45295).  

4.7     Form of Indenture, dated as of September 1, 1993, among Uniroyal
        and State Street Bank and Trust Company, as Trustee, relating to $270
        million of 9% Notes, including the form of securities  (incorporated
        by reference to Exhibit 4.2 to UCC Form S-1, Registration No. 
        33-66740).

4.8     Form of US $600 Million Second Amended and Restated Credit Agreement
        dated as of July 25, 1997, by and among the Registrant and certain of
        its subsidiaries, as Borrowers, and various lenders, and Citicorp
        Securities, Inc., as Arranger, and Citicorp USA, Inc., as Agent and
        the Chase Manhattan Bank, as Managing Agent  (incorporated by
        reference to Exhibit 4 to UCC Form 10-Q for the quarter ended June 28,
        1997).    

4.9     Form of US $600 Million Third Amended and Restated Credit Agreement
        dated as of March 31, 1998, by and among the Registrant and certain of
        its subsidiaries, as Borrowers, and various lenders, and Citicorp USA,
        Inc., as Agent and The Chase Manhattan Bank, Corestates Bank, N.A. and
        First Union National Bank, as Managing Agents  (incorporated by
        reference to Exhibit 4 to Form 10-Q for the quarter ended June 27,
        1998).

10.1+   1983 Stock Option Plan of the Registrant, as amended through April 14,
        1987  (incorporated by reference to Exhibit 10(c) to Form 10-Q for the
        quarter ended March 28, 1987).

10.2+   Amendments to the Registrant's Stock Option Plans
        adopted February 22, 1988  (incorporated by reference to Exhibit 10(d)
        to Form 10-K for the fiscal year ended December 26, 1987).

10.3+   Summary of Management Incentive Bonus Plan for selected key management
        personnel  (incorporated by reference to Exhibit 10(m) to Form 10-K
        for the fiscal year ended December 27, 1980).

10.4+   Supplemental Medical Reimbursement Plan  (incorporated by reference to
        Exhibit 10(n) to Form 10-K for the fiscal year ended December 27,
        1980).

10.5+   Supplemental Dental Reimbursement Plan  (incorporated by reference to
        Exhibit 10(o) to Form 10-K for the fiscal year ended December 27,
        1980).

10.6+   Employment Agreement dated February 22, 1988, between the Registrant
        and Vincent A. Calarco  (incorporated by reference to Exhibit 10(j) to
        the Form 10-K for the fiscal year ended December 26, 1987).

10.7+   Form of Employment Agreement entered into in 1988, 1989, 1992, 1994,
        1996 and 1998 between the Registrant or one of its subsidiaries and
        ten of the executive officers of the Registrant  (incorporated by
        reference to Exhibit 10(k) to Form 10-K for the fiscal year ended
        December 26, 1987).

10.8+   Form of Employment Agreement dated as of August 21, 1996, between a
        subsidiary of the Registrant and three executive officers of the
        Registrant  (incorporated by reference to Exhibit 10.28 to the
        UCC/Uniroyal Form 10-K for the fiscal year ended September 28, 1996).

10.9+   Amended Supplemental Retirement Agreement dated October 18, 1995,
        between the Registrant and Vincent A. Calarco  (incorporated by
        reference to Exhibit 10(i) to Form 10-K for the fiscal year ended
        December 30, 1995).

10.10+  Form of Amended Supplemental Retirement Agreement dated October 18,
        1995, between the Registrant and three of its executive officers 
        (incorporated by reference to Exhibit 10(j) to Form 10-K for the
        fiscal year ended December 30, 1995). 

10.11+  Form of Supplemental Retirement Agreement dated October 18, 1995,
        between the Registrant and five of its executive officers 
        (incorporated by reference to Exhibit 10(k) to Form 10-K for the
        fiscal year ended December 30, 1995).

10.12+  Form of Supplemental Retirement Agreement dated as of August 21, 1996,
        between a subsidiary of the Registrant and two executive officers of
        the Registrant  (incorporated by reference to Exhibit 10.29 to the
        UCC/Uniroyal Form 10-K for the fiscal year ended September 28, 1996).

10.13+  Form of Supplemental Retirement Agreement dated as of August 21, 1996,
        between a subsidiary of the Registrant and two executive officers of
        the Registrant  (incorporated by reference to Exhibit 10.30 to the
        UCC/Uniroyal Form 10-K for the fiscal year ended September 28, 1996).

10.14+  Supplemental Retirement Agreement Trust Agreement dated October 20,
        1993, between the Registrant and Shawmut Bank, N.A.  (incorporated by
        reference to Exhibit 10(l) to Form 10-K for the fiscal year ended
        December 25, 1993).

10.15+  Amended Benefit Equalization Plan dated October 20, 1993 
        (incorporated by reference to Exhibit 10(m) to Form 10-K for the
        fiscal year ended December 25, 1993).
 
10.16+  Amended Benefit Equalization Plan Trust Agreement dated October 20,
        1993, between the Registrant and Shawmut Bank, N.A.  (incorporated by
        reference to Exhibit 10(n) to Form 10-K for the fiscal year ended
        December 25, 1993).

10.17+  Amended 1988 Long Term Incentive Plan  (incorporated by reference to
        Exhibit 10(o) to Form 10-K for the fiscal year ended December 25,
        1993).

10.171+ Amendment No. 4 to 1988 Long Term Incentive Plan  (incorporated by
        reference to Exhibit 10.171 to Form 10-K for the fiscal year ended
        December 28, 1996). 

10.18   Trust Agreement dated as of May 15, 1989, between the Registrant and
        Shawmut Worcester County Bank, N.A. and First Amendment thereto dated
        as of February 8, 1990  (incorporated by reference to Exhibit 10(w) to
        Form 10-K for the fiscal year ended December 30, 1989).

10.19+  Form of 1992 - 1994 Long Term Performance Award Agreement
        (incorporated by reference to Exhibit 10(y) to Form 10-K for the
        fiscal year ended December 28, 1991).

10.20+  Restricted Stock Plan for Directors of the Registrants approved by the
        stockholders on April 9, 1991  (incorporated by reference to Exhibit
        10(z) to Form 10-K for the fiscal year ended December 28, 1991).

10.21+  Amended 1993 Stock Option Plan for Non-Employee Directors  (filed
        herewith*). 

10.22   Form of Assignment and Assumption of Raw Materials Agreement, dated as
        of October 30, 1989, between UCC and Avery  (incorporated by reference
        to Exhibit 10.1 to UCC Form S-1, Registration No. 33-32770).

10.23+  UCC Purchase Right Plan, as amended and restated as of March 16, 1995
        (incorporated by reference to Exhibit 10.1 to the UCC Form 10-Q for
        the period ended April 2, 1995 ["UCC April 1995 Form 10-Q"]).

10.24+  UCC 1993 Stock Option Plan  (incorporated by reference to Exhibit 28.1
        to UCC's Registration Statement No. 33-62030 on Form S-8, filed on May
        4, 1993).

10.25+  Form of Amendment No. 2 to the UCC 1993 Stock Option Plan 
        (incorporated by reference to Exhibit 10.2 to the UCC April 1995 Form
        10-Q).

10.26+  Form of Executive Stock Option Agreement, dated as of November 15,
        1993  (incorporated by reference to Exhibit 10.22 to the UCC 1994 Form
        10-K).

10.27+  Form of Amended and Restated 1996 - 1998 Long Term Performance Award
        Agreement entered into in 1996 between the Registrant or one of its
        subsidiaries and thirteen of the executive officers of the Registrant
        (incorporated by reference to Exhibit 10.27 to the Form 10-K for the
        fiscal year ended December 27, 1997).

10.28   Second Amended and Restated Lease Agreement between the Middlebury
        Partnership, as Lessor, and the Uniroyal, as Lessee, dated as of
        August 28, 1997  (incorporated by reference to Exhibit 10 to the
        UCC/Uniroyal 10-Q for the quarter ended September 27, 1997).  

10.291  Form of Receivables Sale Agreement, dated as of December 11, 1998, by
        and among the Registrant, as Initial Collection Agent, Crompton &
        Knowles Receivables Corporation, ABN AMRO Bank N.V., as the Agent, the
        Enhancer, and the Liquidity Provider, and Windmill Funding Corporation
        (filed herewith*).

10.292  Form of Receivables Purchase Agreement, dated as of December 11, 1998,
        by and among the Registrant, as Initial Collection Agent, and certain
        of its subsidiaries, as Sellers, and Crompton & Knowles Receivables
        Corporation, as Buyer  (filed herewith*). 

13      1998 Annual Report to Stockholders of the Registrant.  (Not to be
        deemed filed with the Securities and Exchange Commission
        except those portions expressly incorporated by reference into this
        report on Form 10-K.)  (filed herewith*).

21      Subsidiaries of the Registrant  (filed herewith*).

23      Consent of independent auditors.  (See Item 14(a)2 herein.) (filed
        herewith*).

24      Power of attorney from directors and executive officers of the
        Registrant authorizing signature of this report.  (Original on file at
        principal executive offices of Registrant.)  (filed herewith*).
                               
27      Financial data schedule for the fiscal year ended December 26, 1998 
        (filed herewith*).

  *   Copies of these Exhibits are annexed to this report on Form 10-K
provided to the Securities and Exchange Commission and the New York Stock
Exchange.

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


(b) Reports on Form 8-K filed in fourth quarter 1998     

     A Current Report on Form 8-K was filed by the Registrant on December 7,
1998, ("Form 8-K"), reporting on Item 2 (Acquisition or Disposition of
Assets).  The Registrant amended its Form 8-K by filing a Current Report on
Form 8-K/A on January 21, 1999, reporting on Item 2. 
 

                             SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                            CROMPTON & KNOWLES CORPORATION
                                                   (Registrant)

Date:  March 26, 1999                        By:/s/Charles J. Marsden
                                                   Charles J. Marsden
                                                   Senior Vice President &
                                                   Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

Name                                                    Title

Vincent A. Calarco*                         Chairman of the Board,  President,
                                            and Director (Principal Executive
                                            Officer)

Charles J. Marsden*                         Senior Vice President and Director
                                            (Chief Financial Officer)

Peter Barna*                                Vice President - Finance
                                            (Principal Accounting Officer)

James A. Bitonti*                           Director

Robert A. Fox*                              Director

Roger L. Headrick*                          Director

Leo I. Higdon, Jr.*                         Director

C. A. Piccolo*                              Director

Patricia K. Woolf*                          Director


Date:  March 26, 1999                        *By:/s/Charles J. Marsden
                                                    Charles J. Marsden
                                                    as attorney-in-fact










               Independent Auditors' Report and Consent



The Board of Directors and Stockholders
Crompton & Knowles Corporation

Under date of January 27, 1999, we reported on the consolidated balance sheets
of Crompton & Knowles Corporation and subsidiaries (the Company) as of
December 26, 1998 and December 27, 1997, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for
each of the years in the three-year period ended December 26, 1998, which are
incorporated by reference in this Form 10-K.  In connection with our audits of
the aforementioned consolidated financial statements, we also audited the
related consolidated financial statement schedule included in this Form 10-K. 
This financial statement schedule is the responsibility of the Company's
management.  Our responsibility is to express an opinion on this financial
statement schedule based on our audit.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

We consent to the incorporation by reference in the registration statements
(Nos. 33-21246, 33-42280, 33-67600 and 333-62429) on Form S-8 of Crompton &
Knowles Corporation of our report, dated January 27, 1999, relating to the
consolidated balance sheets of Crompton & Knowles Corporation and subsidiaries
as of December 26, 1998 and December 27, 1997, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for
each of the years in the three-year period ended December 26, 1998, which
report is incorporated by reference in the December 26, 1998 Annual Report on
Form 10-K of Crompton & Knowles Corporation.


  
                                /S/KPMG LLP
                                   KPMG LLP

Stamford, Connecticut
March 26, 1999                            


                            S-1





                                                    Schedule II


           CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES
                    Valuation and Qualifying Accounts
                        (In thousands of dollars)


                            Additions
                 Balance at charged to      Adjustments           Balance
                 beginning  costs and                             at end
                  of year   expenses   Recurring     Other        of year

Fiscal Year ended December 26, 1998:
   Allowance for doubtful accounts
                $   8,708  $   5,209  $ (3,742)(1) $   (407)(3)  $   9,768
   Accumulated amortization of cost in
     excess of acquired net assets
                   42,243      7,222      (572)(2)   (4,046)(3)     44,647
   Accumulated amortization of other
     intangible assets
                  123,262     14,122       743 (2)  (17,267)(3)    120,860    

Fiscal Year ended December 27, 1997:
   Allowance for doubtful accounts
                $   7,299  $   2,230  $   (821)(1) $      0      $   8,708
   Accumulated amortization of cost in
     excess of acquired net assets
                   36,616      5,751       (67 (2)      (57)(4)     42,243
   Accumulated amortization of other
     intangible assets
                  108,163     15,413      (314)(2)        0        123,262

Fiscal Year ended December 28, 1996:
   Allowance for doubtful accounts
                $   6,142  $   2,333  $ (1,525)(1) $    349 (5) $    7,299
   Accumulated amortization of cost in
     excess of acquired net assets
                   29,562      5,835       140 (2)    1,079 (5)     36,616
   Accumulated amortization of other
     intangible assets
                   89,036     15,700      (296)(2)    3,723 (5)    108,163



(1) Represents accounts written off as uncollectible (net of recoveries),
    and the translation effect of accounts denominated in foreign
    currencies.
(2) Represents the translation effect of intangible assets denominated
    in foreign currencies.
(3) Represents primarily disposition of the Gustafson seed treatment business.
(4) Represents intangible asset retirements.
(5) Represents adjustment to conform fiscal year of Uniroyal.



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