Exhibit 10.27

         1996-1998 Long Term Performance Award Agreement


     This Agreement, dated as of               , 1996, is made by
and between                  (the "Corporation") and  (the
"Executive").

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

     NOW, THEREFORE, the Executive, a key employee of the
Corporation, is granted the opportunity to earn shares of common
stock of the Corporation in accordance with the terms and
conditions of the Plan and this Agreement.

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

     2.   Performance Period

          The Performance Period shall be January 1, 1996, to
          December 31, 1998.

     3.   Performance Objectives

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

          (a)  Return on Equity Objective 
               This objective, which must be achieved in order
               for the Executive to earn an Award, shall be the
               achievement by the Corporation of an average
               annual return on common equity for the Performance
               Period equal to or greater than the lesser of (i)
               fifteen percent (15%) or (ii) the average annual
               return on common equity achieved by a select group
               of specialty chemical companies as monitored by
               the Corporation.

          (b)  Earnings Per Share ("EPS") Objective
 
               This objective shall be the achievement by the
               Corporation of cumulative earnings per share for
               the Performance Period of not less than $3.06 per
               common share.  

               The following table shows by way of example the
               cumulative earnings per share which will be
               realized by the Corporation if the earnings per
               share increase annually during the Performance
               Period at rates of ten, thirteen and fifteen
               percent from the 1995 base of $.84 per share and
               the Award associated with cumulative earnings per
               share at each of those levels:

               Threshold Award     Target Award     Maximum Award
Cumulative EPS      $3.06              $3.22            $3.36

Award Earned

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

     4.   Termination of Employment During Performance Period

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

          (b)  In the event that the Executive's employment with
               the Corporation terminates during the Performance
               Period for any reason other than death,
               disability, retirement or a Change in Control, the
               Executive shall not be entitled to receive any
               Award for the Performance Period.

     5.   After the date of any Award to the Executive hereunder,
          and prior to the transfer to the Executive of all of
          the shares of the Corporation comprising the Award, the
          Executive shall have the right to instruct the Trustee
          of the Crompton & Knowles Corporation Long Term
          Incentive Plan Trust as to the voting of such number of
          shares of the Corporation comprising the Award as are
          held by the Trustee, together with any other shares
          held by the Trustee in any account which may be
          established by the Trustee on or after the date of the
          Award in the name of the Executive.

     6.   The Executive shall be paid, at the time any shares
          earned by him are transferred to him, such sum of money
          or, at the sole discretion of the Corporation, such
          additional shares or other property, as shall be equal
          to the Executive's pro rata share of the Trust earnings
          to the date of and attributable to such payment, but
          less such cash or shares, if any, as the Corporation
          shall in its sole discretion determine are required to
          be withheld to pay taxes due on the cash or shares then
          being transferred to the Executive.  The Executive
          shall have the right to defer any portion of the earned
          Award.

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

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


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

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

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

                          CROMPTON & KNOWLES CORPORATION


                          By:_______________________              
                     


                             _______________________
                                    Executive