Exhibit 29


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549



               __________________________________

                            FORM 11-K

     (Mark One)

     X Annual Report pursuant to Section 15 (d) of the
       Securities Exchange Act of 1934 (Fee Required)

     For the fiscal year ended December 31, 1996

                               OR

         Transition report pursuant to Section 15 (d) of the
         Securities Exchange Act of 1934 (No Fee Required)

     For the transition period from ________ to __________

     Commission file number 1-4663

A.   Full title of the Plan and the address of the Plan, if
     different from that of the issuer named below:

                 CROMPTON & KNOWLES CORPORATION 
                  EMPLOYEE STOCK OWNERSHIP PLAN

B.   Name of issuer of the securities held pursuant to the
     Plan and the address of its principal executive office:

                 Crompton & Knowles Corporation
                One Station Place - Metro Center
                  Stamford, Connecticut 06902

                           Exhibit 29


                 CROMPTON & KNOWLES CORPORATION

                  Employee Stock Ownership Plan

                          EXHIBIT INDEX

      Form 11-K for the Fiscal Year Ended December 31, 1996

Exhibit                       Description
  No.                         of Exhibit 

  1.      Consent of KPMG Peat Marwick LLP independent certified
          public accountants.




  CROMPTON & KNOWLES CORPORATION
  EMPLOYEE STOCK OWNERSHIP PLAN
  STATEMENTS OF FINANCIAL CONDITION
  DECEMBER 31, 1996 AND 1995

  PLAN ASSETS AND EQUITY

                                  1996
          Fixed        C&K       Equity     Advisers    Mortgage
       Income Fund Stock Fund     Fund        Fund        Fund        Total
 Investments:

  Common stock of Crompton 
  & Knowles Corporation -
  2,034,175 shares at market
  value (cost $16,360,444)
  in 1996
      $     -     $39,157,869 $     -     $     -     $     -     $39,157,869

  Hartford Life Insurance
  Company group annuity
  contract
       14,481,933       -       7,595,484   1,304,476     353,485  23,735,378

  U S Treasury Note - 5.75%
  due 9/30/97 at market value
  (cost $1,949,115)
        1,957,361       -           -           -           -       1,957,361

 Cash and short-term
 investments at cost,
 which approximates
 market
              688      25,266         510         210          26      26,700

 Contribution receivable
 from Crompton & Knowles
 Corporation
           62,986     266,818      47,978      17,223       5,413     400,418

 Accrued income
           28,706       -           -           -           -          28,706

 Plan Assets and Equity
 including $429,560 payable
 to participants
 at 12/31/96
      $16,531,674 $39,449,953 $ 7,643,972 $ 1,321,909 $   358,924 $65,306,432




                                  1995
          Fixed        C&K       Equity     Advisers    Mortgage
       Income Fund Stock Fund     Fund        Fund        Fund        Total
 Investments:

  Common stock of Crompton 
  & Knowles Corporation -
  2,110,683 shares at market value
  (cost $15,647,527)
  in 1995
      $     -     $27,966,550 $     -     $     -     $     -     $27,966,550

  Hartford Life Insurance
  Company group annuity
  contract
       17,882,428       -       3,196,868     647,252     309,648  22,036,196

 Cash and short-term
 investments at cost,
 which approximates
 market
            -          26,164       -           -           -          26,164

 Contribution receivable
 from Crompton & Knowles
 Corporation
           67,233     297,111      34,216      15,525       7,501     421,586

 Accrued income
            -           -           -           -           -           -

 Plan Assets and Equity
      $17,949,661 $28,289,825 $ 3,231,084 $   662,777 $   317,149 $50,450,496










       See accompanying notes to financial statements




 CROMPTON & KNOWLES CORPORATION
 EMPLOYEE STOCK OWNERSHIP PLAN
 STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
 FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                 1996
      Fixed         C&K         Equity     Advisers    Mortgage
   Income Fund   Stock Fund      Fund        Fund        Fund        Total
Investment income:

 Cash dividends on
 investment in common
 stock of Crompton &
 Knowles Corporation and
 interest on short-term
 investments
  $      1,800 $    578,701 $      1,882 $       572 $        74 $    583,029

 Realized gain on sale
 of investments and
 withdrawals
         -        1,978,007        -           -           -        1,978,007

 Interest earned - US Treasury notes
        34,539        -            -           -           -           34,539


 Interest earned - Hartford
 Life Insurance Company
 group annuity contract
     1,026,153        -            -           -           -        1,026,153
 Net investment income
     1,062,492    2,556,708        1,882         572          74    3,621,728

Increase (decrease) in unrealized
appreciation of investments
         8,246   10,478,402    1,263,104     150,395      15,469   11,915,616

Contributions:
 Em      -            -            -           -           -            -
 Employees
       842,652    1,522,889      529,652     202,809      73,913    3,171,915
 Employer - Net of
 forfeitures
         -        2,018,734        -           -           -        2,018,734

Withdrawals and
Distributions
    (2,469,946)  (2,829,299)    (409,757)   (124,901)    (38,154)  (5,872,057)

Employee interfund
transfers
      (861,431)  (2,587,306)   3,028,007     430,257      (9,527)      -

Net increase/(decrease) in Plan
Equity for the Year
    (1,417,987)  11,160,128    4,412,888     659,132      41,775   14,855,936

Plan Equity at the beginning
of year
    17,949,661   28,289,825    3,231,084     662,777     317,149   50,450,496

Plan Equity at the end of year
  $ 16,531,674 $ 39,449,953 $  7,643,972 $ 1,321,909 $   358,924 $ 65,306,432



                                 1995
      Fixed         C&K         Equity     Advisers    Mortgage
   Income Fund   Stock Fund      Fund        Fund        Fund        Total
Investment income:

 Cash dividends on
 investment in common
 stock of Crompton &
 Knowles Corporation and
 interest on short-term
 investments
  $      2,885 $  1,072,287 $      2,371 $     1,257 $       190 $  1,078,990

 Realized gain on sale
 of investments and
 withdrawals
         -        1,297,120        -           -           -        1,297,120

 Interest earned - US Treasury notes
         -            -            -           -           -            -


 Interest earned - Hartford
 Life Insurance Company
 group annuity contract
     1,051,264        -            -           -           -        1,051,264
 Net investment income
     1,054,149    2,369,407        2,371       1,257         190    3,427,374

Increase (decrease) in unrealized
appreciation of investments
         -       (7,454,185)     824,777     120,815      37,820   (6,470,773)

Contributions:
 Em     67,972        1,846      104,571      17,065       -          191,454
 Employees
       881,159    1,741,948      373,786     158,134      73,737    3,228,764
 Employer - Net of
 forfeitures
         -        2,043,854        -           -           -        2,043,854

Withdrawals and
Distributions
      (936,731)  (1,662,650)    (159,231)    (48,740)    (12,506)  (2,819,858)

Employee interfund
transfers
     1,818,848   (1,226,417)    (326,925)   (243,879)    (21,627)      -

Net increase/(decrease) in Plan
Equity for the Year
     2,885,397   (4,186,197)     819,349       4,652      77,614     (399,185)

Plan Equity at the beginning
of year
             0            0            0           0           0            0

Plan Equity at the end of year
  $  2,885,397 $ (4,186,197)$    819,349 $     4,652 $    77,614 $   (399,185)



                                 1994
      Fixed         C&K         Equity     Advisers    Mortgage
   Income Fund   Stock Fund      Fund        Fund        Fund        Total
Investment income:

 Cash dividends on
 investment in common
 stock of Crompton &
 Knowles Corporation and
 interest on short-term
 investments
  $      4,357 $    879,230 $      4,847 $     1,583 $       652 $    890,669

 Realized gain on sale
 of investments and
 withdrawals
         -        1,242,744        -           -           -        1,242,744

 Interest earned - US Treasury notes
         -            -            -           -           -            -


 Interest earned - Hartford
 Life Insurance Company
 group annuity contract
       949,787        -            -           -           -          949,787
 Net investment income
       954,144    2,121,974        4,847       1,583         652    3,083,200

Increase (decrease) in unrealized
appreciation of investments
         -      (12,033,946)      25,662     (14,931)     (4,103) (12,027,318)

Contributions:
 Em      1,039        -              221       -           -            1,260
 Employees
       701,355    1,548,111      268,877      94,419      53,431    2,666,193
 Employer - Net of
 forfeitures
         -        1,676,755        -           -           -        1,676,755

Withdrawals and
Distributions
      (972,580)  (2,231,903)    (122,309)    (28,957)    (15,192)  (3,370,941)

Employee interfund
transfers
       750,591   (1,286,569)     416,791     123,419      (4,232)       -

Net increase/(decrease) in Plan
Equity for the Year
     1,434,549  (10,205,578)     594,089     175,533      30,556   (7,970,851)

Plan Equity at the beginning
of year
    13,629,715   42,681,600    1,817,646     482,592     208,979   58,820,532

Plan Equity at the end of year
  $ 15,064,264 $ 32,476,022 $  2,411,735 $   658,125 $   239,535 $ 50,849,681




      See accompanying notes to financial statements




                 CROMPTON & KNOWLES CORPORATION
                 EMPLOYEE STOCK OWNERSHIP PLAN
                 NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 1996 and 1995    




1.  Basis of Presentation
The accompanying financial statements have been prepared on an
accrual basis.  Securities transactions are recorded on the
trade date, and dividend income is recorded on the ex-dividend
date.

2.  Plan Description
The Employee Stock Purchase and Savings Plan was adopted by the
Board of Directors of Crompton & Knowles Corporation (the
"Corporation") on January 27, 1976.  Effective July 1, 1989 the
Board of Directors amended the Plan to convert it into an
Employee Stock Ownership Plan (the "Plan").  The Plan permits
an eligible employee to elect to participate by authorizing a
withholding of an amount equal to 1%, 2%, 3%, 4%, 5% or 6% of
compensation as the basic contribution to the Plan. 
Contributions by the Corporation to the Plan were made at an
amount equal to 66 2/3% of each participating employee's basic
employee contribution to the Plan.

Funds contributed under the Plan are held in a trust fund (the
"Trust") and were invested in five investment funds, the
Crompton & Knowles Stock Fund ("C&K Stock Fund"), the Fixed
Income Fund, the Equity Fund, the Advisers Fund, and the
Mortgage Fund.

The C&K Stock Fund is a fund invested entirely in common stock
of Crompton & Knowles Corporation, and contributions by the
Corporation to the Plan are invested in this fund.  The market
value of the common stock is based on quotations from the New
York Stock Exchange.

The Fixed Income Fund is a fund invested under an agreement
with Hartford Life Insurance Company (the "Hartford") pursuant
to which the Hartford guarantees the repayment of principal and
the payment of interest on all amounts on deposit at an 


Employee Stock Ownership Plan - Notes To Financial Statements
Page 2

effective annual rate of interest of 6.46% on, and after
January 1, 1996, (6.50% for the period January 1, 1995 through
December 31, 1995, and 6.885% for the period January 1, 1994
through December 31, 1994).

The value of the Fixed Income Fund is based on contributions
invested and reinvested, interest earned, less withdrawals and
distributions.

The Equity Fund is a fund invested under the terms of a group
annuity contract with the Hartford in the Separate Account A,
which is a pooled separate account maintained by the Hartford
with respect to a portion of its assets, in connection with the
contract and other similar contracts issued by the Hartford. 
This fund invests primarily in equity securities such as common
stocks and securities convertible into common stock.  The
Equity Fund is valued based on a unit value as determined by
the fund manager as follows:

                             12/31/96        12/31/95 
        Unit Value            $158.091        $126.392
        Total Units Held    48,045.124      25,293.156

The related cost of the Equity Fund at December 31, 1996 was
$5,448,269, and $2,245,895 at December 31, 1995.

The Advisers Fund is a fund invested under the terms of a group
annuity contract with the Hartford in the Separate Account V
which is a pooled separate account maintained by the Hartford
with respect to a portion of its assets, in connection with the
contract and other similar contracts issued by the Hartford. 
Assets in the Separate Account V are invested in the HVA
Advisers Fund, Inc.  The Hartford Investment Management Company
is an investment advisor to the fund, and Wellington Management
is sub-advisor to the fund.  This fund invests in common
stocks, debt securities, and money market instruments.  The
Advisers Fund is valued based on a unit of value as determined
by the fund manager as follows:

                             12/31/96        12/31/95 
        Unit Value              $1.982          $1.708
        Total Units Held   658,050.649     378,784.471

Employee Stock Ownership Plan - Notes To Financial Statements
Page 3

The related cost of the Advisers Fund at December 31, 1996 was
$1,061,099, and $531,228 at December 31, 1995.

The Mortgage Fund is a fund invested under the terms of a group
annuity contract with the Hartford in the Separate Account G
which is a pooled separate account maintained by the Hartford
with respect to a portion of its assets, in connection with the
contract and other similar contracts issued by the Hartford.  
The assets in the Separate Account G are invested solely in the
Hartford GNMA/Mortgage Securities Fund. Inc.  The Hartford
Investment Management Company is an investment advisor to the
fund.  This fund invests in mortgage related securities,
including securities issued by the Government National Mortgage
Association.  The Mortgage Fund is valued based on a unit value
as determined by the fund manager as follows:

                              12/31/96        12/31/95
        Unit Value             $32.155         $30.764
        Total Units Held    10,993.208      10,065.191

The related cost of the Mortgage Fund at December 31, 1996 was
$304,253, and $269,734 at December 31, 1995.

Assets in any of the five funds may be invested in short term
government or other securities pending permanent investment. 
Earnings on each fund will be reinvested in that fund.

Each participant is permitted to elect to have his basic
contribution invested in any of the five funds in 10%
increments.  As of December 31, 1996 and 1995 the number of
participants by fund were as follows:

                                 1996           1995      
        C&K Stock Fund           1,515          1,541
        Fixed Income Fund          933            994
        Equity Fund                607            503
        Advisers Fund              274            225
        Mortgage Fund              146            142

As of the first day of any month, but not more frequently than
once in any six-month period, a participant may elect to 

Employee Stock Ownership Plan - Notes To Financial Statements
Page 4

transfer any part of the value of his basic employee account or
his supplemental employee account, which is invested in one of
the funds, to any of the other funds except the Fixed Income
Fund and the Mortgage Fund.  Any such transfer must be in
increments of 5% of the amount invested in the fund  from which
the transfer is being made.

3.  Income Taxes
The Internal Revenue Service has issued a determination letter
to the effect that the Plan as amended through 1994 is a
qualified plan under Section 401(a) of the Internal Revenue
Code of 1954 (the Code), as amended.  

The Board of Directors of the Corporation amended the Plan,
effective as of July 1, 1989, to convert it to an employee
stock ownership plan.  The amendments to the Plan included both
changes to convert the Plan to an employee stock ownership plan
and other changes required or permitted by the Code. 
Management and counsel believe that these amendments will not
effect the qualified status of the Plan.

It is believed that, in general, the federal income tax
consequences of participation in the Plan under present law
will be as follows:

Participants are not subject to federal income tax on employer
contributions made under the Plan or on income earned by the
Trust until amounts are withdrawn or distributed.  Any
withdrawal from the Plan will be tax free to the extent of the
participant's contributions to the Plan prior to 1987.  If the
amount exceeds such pre-1987 contributions of the participant,
the excess will be treated as being in part a tax free return
of the participant's contribution made to the Plan after 1986
and in part as a taxable distribution subject to federal income
tax at ordinary rates based on the ratio at the time of
withdrawal of the participant's total contributions after 1986
to the total value of the participant's accounts.  If the
withdrawal or distribution qualifies as a lump sum
distribution, amounts attributable to participation in a
predecessor plan prior to 1974 may qualify for capital gains
treatment (phased out over the years 1987-1991), and the
ordinary income portion attributable to post-1973 participation 

Employee Stock Ownership Plan - Notes To Financial Statements
Page 5

may be taxed under a special five-year income averaging
provision if the participant is over age 59 1/2 (or a special
ten-year income averaging provision if the participant turned
50 before January 1, 1986).  If a distribution includes shares
of common stock of Crompton & Knowles Corporation, taxation of
any appreciation in the value of such shares over their cost to
the Trust will be deferred until the later sale or exchange of
such shares.  Taxable withdrawals or distributions after
January 1, 1987, in addition to being taxed as ordinary income
will be subject to an additional 10% income tax unless the
withdrawal or distribution is on account of the death or
disability of the participant, is made after he turns age 59 1/2
or retires after age 55, or is used for certain deductible
medical expenses.  A participant who receives total
distributions from all retirement plans in a single year in
excess of $150,000 ($144,551 in some cases) may be subject to
an excise tax of 15% of the excess amount.

The foregoing is only a brief summary of the tax consequences
of participation in the Plan.  Each participant should consult
his own personal advisor to review the tax consequences of
making any elections under the Plan and to determine his own
tax liability.

4.  Participant Vesting
A participant in the Plan is fully vested in all of his
accounts under the Plan upon his death, retirement, disability,
or attainment of age 65 or upon change in control of the
Corporation.  A participant whose employment terminates for any
reason before his death or retirement is entitled to receive
l00% of his own contributions plus earnings thereon and will
receive his employer contribution account plus earnings thereon
based upon a schedule under which the account is 100% vested
after five years of participation in the Plan, or after
completion of five years of service with the Corporation.  The
non-vested portion of the employer contribution account will be
forfeited under certain circumstances and held to reduce future
contributions to be made by the Corporation to the Plan.




Employee Stock Ownership Plan - Notes To Financial Statements
Page 6


5.  Investments
    A.  Unrealized appreciation in Crompton & Knowles
    Corporation common stock:

                         12/31/96     12/31/95     12/31/94  

    Unrealized
    apprec. at the
    beginning of
    the year            $12,319,023  $19,773,208  $31,807,154

    Unrealized
    apprec. at the
    end of the year      22,797,425   12,319,023   19,773,208

    Increase/(decrease)
    in unrealized
    appreciation        $10,478,402 $( 7,454,185)$(12,033,946)


    B.  Net purchases (sales) of shares of Crompton & Knowles
    Corporation common stock consist of the following:

                    Contributions                    Net
                         And         Sales and     Purchases
                      Purchases     Withdrawals     (Sales)  


    1996
    No. of shares        165,334       241,842     (  76,508)
    Cost amount       $2,569,042    $1,856,125    $( 712,917)

    1995
    No. of shares        283,757       151,659       132,098
    Cost amount       $4,307,961    $1,039,233    $3,268,728
 
    1994
    No. of shares        145,724        86,429        59,295
    Cost amount       $2,446,717      $485,144    $1,961,573 



Employee Stock Ownership Plan - Notes to Financial Statements
Page 7

    C. Gain on sale of investments and withdrawals of Crompton
    & Knowles Common Stock:

                          1996          1995         1994   
    Aggregate
    proceeds          $3,834,132    $2,336,353    $1,727,888

    Aggregate cost
    (FIFO)             1,856,125     1,039,233       485,144

    Net gain          $1,978,007    $1,297,120    $1,242,744


6.  Plan Expenses
Significant costs of Plan administration, which are payable
from the Trust or by the Corporation, are generally paid by the
Corporation.

<PAGE>
                 Independent Auditors' Report



The Board of Directors
Crompton & Knowles Corporation:


We have audited the accompanying statements of financial
condition of Crompton & Knowles Corporation Employee Stock
Ownership Plan (the Plan) as of December 31, 1996 and 1995, and
the related statements of income and changes in plan equity for
each of the years in the three-year period ended December 31,
1996.  These financial statements are the responsibility of the
Plan's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of the Plan as of December 31, 1996 and 1995, and the
income and changes in plan equity for each of the years in the
three-year period ended December 31, 1996 in conformity with
generally accepted accounting principles.





                                  /s/ KPMG Peat Marwick LLP


Stamford, Connecticut
March 20, 1997