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 27, 1997
                                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 Numbers:  0-25586 and 33-66740

                  UNIROYAL CHEMICAL CORPORATION
       (Exact name of registrant as specified in its charter)

           DELAWARE                        06-1258925  
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)          Identification No.)

                  UNIROYAL CHEMICAL COMPANY, INC.     
       (Exact name of registrant as specified in its charter)

           NEW JERSEY                      06-114-8490 
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)          Identification No.)

BENSON ROAD
MIDDLEBURY, CONNECTICUT                       06749   
(Address of principal executive offices)    (Zip Code)
 
Registrants' telephone number, including area code-(203) 573-2000

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

Indicate by check mark whether the registrants (1) have 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 registrants were required to
file such reports); and (2) have 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 [   ].

None of the voting stock of Uniroyal Chemical Corporation or
Uniroyal Chemical Company, Inc. is held by non-affiliates.

Indicate the number of shares outstanding of each of the issuers'
classes of common stock, as of March 30, 1998

    Uniroyal Chemical Corporation: 100 shares of Common Stock;

    Uniroyal Chemical Company, Inc.: 100 Shares of No Class
                                     Common Stock.

            Documents incorporated by reference

                           None

Registrants meet the conditions set forth in General Instruction
(I)(1)(a) and (b) of Form 10-K and are therefore filing this Form
with the reduced disclosure format.



                               INDEX

                                             
PART 1

Item 1.  Business                            
 
     (a) Businesses of Uniroyal Chemical
         Company, Inc. and Uniroyal Chemical
         Corporation                               
     (b) Merger with Crompton & Knowles
         Corporation                               

Item 2.  Properties                                

Item 3.  Legal Proceedings                         

Item 4.  Submission of Matters to a Vote of
         Security Holders                          


PART II

Item 5.  Market for Registrants' 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 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 Registrants                           

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                   

     The Registrants are not required by Section 13 or 15(d) of
the Securities Exchange Act of 1934 to file this Report, which is
being filed to comply with certain provisions of the indentures
applicable to three series of outstanding public debt of Uniroyal
Chemical Corporation and one series of such debt of Uniroyal
Chemical Company, Inc. 

        *   *   *   *   *   *   *   *   *   *   *   *   *   


                             PART I 


ITEM 1.   BUSINESS

Businesses of Uniroyal Chemical Company, Inc. and Uniroyal
Chemical Corporation

     Uniroyal Chemical Company, Inc. ("Uniroyal Chemical") is a
major multinational manufacturer of a wide variety of specialty
chemical products, including specialty elastomers, rubber
chemicals, crop protection chemicals and additives for the
plastics and lubricants industries.  Uniroyal Chemical produces
high value added products which are currently marketed in
approximately 120 countries.  Uniroyal Chemical's products serve
a wide variety of end use markets including tires, agriculture,
automobiles, plastics, lubricants, petrochemicals, hoses,
construction, recreation, mining and appliances.  Uniroyal
Chemical's business has its origins in the chemical operations of
the U.S. Rubber Company, which date back over 90 years.

     Uniroyal Chemical Corporation ("UCC") has no operations and
its sole material asset is the capital stock of Uniroyal
Chemical.  

Merger with Crompton & Knowles Corporation

     There is incorporated by reference herein Item 1 of the
Registrants' Current Report on Form 8-K dated August 21, 1996,
for information pertaining to an Agreement and Plan of Merger
dated as of April 30, 1996, as amended, by and among UCC,
Crompton & Knowles Corporation ("Crompton & Knowles") and Tiger
Merger Corp. ("Subcorp"), a wholly owned subsidiary of Crompton &
Knowles, whereby Subcorp was merged with and into UCC (the
"Merger") effective on August 21, 1996.  As a result of the
Merger, UCC became a wholly owned subsidiary of Crompton &
Knowles.  Uniroyal Chemical remained a wholly owned subsidiary of
UCC.


ITEM 2.   PROPERTIES

     Uniroyal Chemical and its subsidiaries (including Gustafson,
Inc.) ("Gustafson") operate 16 production facilities worldwide. 
While most manufacturing plants produce a variety of products,
three are dedicated to individual products.  The four most
significant production facilities are in Elmira, Ontario, Canada;
Geismar, Louisiana; Naugatuck, Connecticut and Latina, Italy. 
Gustafson operates four facilities:  an equipment manufacturing
plant in Eden Prairie, Minnesota and chemical formulation
facilities in Marsing, Idaho; Des Moines, Iowa and Pekin,
Illinois.    

     Uniroyal Chemical holds a 50% voting interest in Rubicon
Inc. which operates a chemical production facility located in
Geismar, Louisiana that in part is dedicated to producing certain
intermediates for Uniroyal Chemical.

     Uniroyal Chemical conducts research and development in
facilities in Bethany, Middlebury and Naugatuck, Connecticut;
Guelph, Ontario, Canada and Evesham, England.  In addition,
Gustafson conducts research and development at a facility in
Frisco, Texas.  Uniroyal Chemical and Gustafson each also operate
field stations for crop protection research and development
activities.

      Uniroyal Chemical and UCC maintain headquarters facilities
at Middlebury, Connecticut.

ITEM 3.   LEGAL PROCEEDINGS

     Uniroyal Chemical and its subsidiaries are 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 injuries.   

     Environmental Liabilities. Each quarter, Uniroyal Chemical
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 Uniroyal
Chemical and the anticipated time frame over which payments
toward the remediation plan will occur.  As a result of current
information and analysis, Uniroyal Chemical recorded a special 
provision of $13.5 million during the third quarter of 1997
for environmental remediation activities. The total amount accrued
for such environmental liabilities at December 27, 1997, was
$100.6 million.  Uniroyal Chemical estimates the potential
liabilities to range from $74 million to $133 million at December
27, 1997.  It is reasonably possible that Uniroyal Chemical'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.      

     Uniroyal Chemical 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 Uniroyal
Chemical may have sent toxic materials pose a possibility for
toxic tort claims.  There are currently pending five toxic tort
claims against Uniroyal Chemical and others arising from these
off-site disposal sites.

     Uniroyal Chemical has 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 Environmental Protection Agency could
seek to recover all costs involving a waste disposal site from
any one of the PRPs for such site, including Uniroyal Chemical,
despite the involvement of other PRPs.  In many cases, Uniroyal
Chemical is one of several hundred PRPs so identified. In a few
instances, Uniroyal Chemical is one of only a handful of PRPs. 
In certain instances, a number of other financially responsible
PRPs are also involved, and Uniroyal Chemical expects that any
ultimate liability resulting from such matters will be
apportioned between Uniroyal Chemical and such other parties.  In
addition, Uniroyal Chemical 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 Chemical 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 Chemical 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 Chemical 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 is anticipated to be completed in 1998.    

     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.  In November 1996, the United States Court of
Appeals for the Second Circuit reversed judgments granted to
other defendants in that litigation and the litigation has been
remanded and the remaining claims are currently the subject of
further proceedings before a Special Master appointed by the
Court.

 .     Cleve Reber - Uniroyal Chemical 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
are negotiating a consent agreement with the EPA for operation
and maintenance of the site and to resolve all of the EPA's past
cost claims.

 .     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 Chemical 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
$100 million to complete remediation of the site.  Although the
allocations are subject to a confidentiality order, Uniroyal
Chemical believes that the amount it will pay will not be
material to its financial condition or results of operations.

 .     Vertac - Uniroyal Chemical 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 allegedly contaminated
by dioxins.  Uniroyal Chemical 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.  The
allocation phase of the proceedings has begun with discovery
ongoing and trial scheduled to begin in 1998.  No ultimate
determination of the amount of Uniroyal Chemical Co./Cie.'s
liability, if any, is expected prior to the middle of 1999.  In
addition, 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 as yet 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.

Other Environmental Matters

 .     Sundor Canada Inc. - On July 13, 1990, Sundor Canada Inc.
("Sundor") instituted suit against Uniroyal Chemical Co./Cie. and
others including the Ontario Ministry of the Environment and the
Regional Municipality of Waterloo in the Ontario Court of Justice
(General Division) at Toronto claiming that Uniroyal Chemical
Co./Cie. and others are responsible for losses resulting from
Sundor's recall of packaged juices and fruit due to Sundor's use
of the public water derived from Elmira groundwater which was
allegedly contaminated by Uniroyal Chemical Co./Cie.  A tentative
settlement has been reached with Sundor by which the defendants,
including Uniroyal Chemical Co./Cie. and its insurer, will pay
CD$3,500,000 in the aggregate to Sundor.


 .     Painesville - Reference is made to Item 1(i) of Part II of
the Registrants' Quarterly Report on Form 10-Q for the quarterly
period ended June 28, 1997, for information relating to (a)
Uniroyal Chemical's Painesville, Lake County, Ohio facility which
manufactures nitrile rubber and the discharge of Painesville's
wastewater to the Lake County sanitary sewer system for treatment
at Lake County's Greater Mentor Wastewater Treatment Plant
("GMWTP"); and (b) a proposed Local Limit aimed at regulating the
amount of substances which absorb at 230 nanometers that are
discharged in wastewater to the GMWTP.  From July 1996 through
December 31, 1997, Lake County has assessed against the
Painesville facility a total of $487,000 in administrative fines
and has ordered Uniroyal Chemical to reimburse it for $106,295 in
fines Lake County has paid to the State of Ohio for the GMWTP's
violations of its NPDES permit.  The Painesville facility
appealed Lake County's Reimbursement Order and its initial
assessment of administrative fines to the Lake County Court of
Common Pleas.  Since the parties commenced settlement
negotiations in December 1996, all legal proceedings concerning
the above-described matters have been stayed voluntarily by
agreement of the parties.  Uniroyal Chemical anticipates that any
fines and/or reimbursements paid to Lake County in connection
with the resolution of this matter will not substantially exceed
$100,000 in the aggregate.

     Uniroyal Chemical intends to assert all meritorious legal
defenses and all other equitable factors which are available to
it with respect to the above matters.  Uniroyal Chemical believes
that the resolution of these environmental matters will not have
a material adverse effect on its consolidated financial position. 
While Uniroyal Chemical 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 response to this item is required as Registrants meet the
conditions set forth in General Instruction (I)(1)(a) and (b) of
Form 10-K ("No Response Required").


                          PART II

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

     There is no established market for the Common Stock of
Uniroyal Chemical, all of which is owned by UCC, or for the
Common Stock of UCC, all of which is owned by Crompton & Knowles. 
See "BUSINESS - Merger with Crompton & Knowles Corporation" for
information about the Merger.

     The operations of UCC are conducted through Uniroyal
Chemical and its subsidiaries and, therefore, UCC relies on
Uniroyal Chemical's cash flow to satisfy its debt obligations and
other cash needs.  The debt agreements of Uniroyal Chemical
restrict its ability to provide funds to UCC.  Likewise, the
provisions of the debt agreements of UCC restrict its ability to
pay dividends, and UCC has never paid cash dividends on shares of
its Common Stock.  See  Note entitled "Long-term Debt" in
accompanying notes to Consolidated Financial Statements of
Uniroyal Chemical.



ITEM 6.   SELECTED FINANCIAL DATA

          No Response Required.

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

      The response to this item has been limited to an analysis
of the results of operations for 1997 as compared with fiscal
1996 as Registrants meet the conditions set forth in General
Instruction (I)(1)(a) and (b) of Form 10-K.

Operating Results 

Noncomparability

     In 1996, Uniroyal Chemical and UCC (collectively, the
"Company") changed their fiscal year ends from September 28 to
December 27.  Accordingly, the results of operations discussed
herein compare the year ended December 27, 1997, to the fiscal
year ended September 28, 1996.  Such results are not necessarily
indicative of the Company's future results of operations.  The
following discussion should be read in conjunction with the
Consolidated Financial Statements and the notes thereto contained
elsewhere in this Report.

Year ended December 27, 1997 compared to fiscal year ended
September 28, 1996 

Net Sales

     Net sales for 1997 increased by 4% to $1,183.3 million from
$1,132.7 for fiscal 1996.  The increase was due to a 6% increase
in unit volume offset by a 1% decrease in both price and foreign
currency translation.

     Chemicals and Polymers sales of $496.4 million were up 1% in
1997 compared to fiscal 1996.  Unit volume increased 6%, but was
offset by lower pricing of 4% and lower foreign currency
translation of 1%.  Sales of rubber chemicals were lower than
1996 primarily due to lower pricing.  Sales increased in both the
nitrile rubber and EPDM businesses primarily due to increased
unit volume.

      Crop Protection sales of $370.1 million were up 5% in 1997
compared to fiscal 1996 primarily due to higher unit volume in
the herbicides, insecticide, and fungicide businesses.

     Specialties sales of $315.2 million increased 9% in 1997
compared to fiscal 1996 attributable primarily to higher unit
volume for urethane prepolymers and specialty additives.

     Colors sales of $1.6 million were all incremental to 1997.


Operating Profit

     Gross margin as a percentage of net sales of 38.6% increased
from  38.1% in the 1996 fiscal year.  Operating profit, before
special charges of $23.5 million in 1997 and $82.6 million in
1996, increased 18% to $185.9 million from $158.0 million in
fiscal 1996.  The improvement in operating profit resulted
primarily from an increase in unit volume, improved gross margin
and lower depreciation and amortization.

Other 

     Selling, general and administrative expenses of $165.9
million decreased modestly as a percentage of sales. 
Depreciation and amortization of $63.8 million decreased 6% as a
result of certain assets becoming fully depreciated and
amortized.  Research and development costs of $40.7 million
increased 4% from fiscal 1996, but remained constant as a
percentage of sales.

     Special environmental provisions of $13.5 million in 1997
and $30.0 million in 1996 reflect the Company's current
evaluation of its obligation for environmental remediation
activities.  Severance and other costs of $10.0 million represent
planned workforce reductions and other costs relating primarily
to certain product liability claims and costs associated with the
implementation of SAP software.

     Interest expense for 1997 of $96.0 million decreased 10%
from fiscal 1996 primarily due to lower levels of indebtedness. 
Other income of $26.5 million increased $26.2 million versus
fiscal 1996 primarily due to a gain of $28.0 million relating to
a settlement with the U.S. Department of the Army (refer to
footnote on postretirement health care liability).  The effective
tax rate of 38.0% compares to 40.1% in the prior year after
adjusting for the impact of special charges.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      There is incorporated by reference herein the information
set forth on the Index to Financial Statements and Financial
Statement Schedules on Page F-1.


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

     There is incorporated by reference herein Items 4 and 7 of
the Registrants' Current Report on Form 8-K dated September 27,
1996, for information pertaining to the replacement of the
accounting firm of Deloitte & Touche LLP with KPMG Peat Marwick
LLP to serve as independent certified public accountants for UCC
and its subsidiaries.  KPMG Peat Marwick LLP is the independent
certified public accountant for Crompton & Knowles and its
subsidiaries.



                          PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

     No Response Required.

ITEM 11.  EXECUTIVE COMPENSATION

     No Response Required.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     No Response Required.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     No Response Required.

                      PART IV


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

(a)  1.  Financial Statements

     The financial statements, and the notes thereto, listed on
Page F-1 are filed herewith as part of this Report.

     2.  Financial Statement Schedules

     The financial statement schedules listed on page F-1 are
filed herewith as part of this Report.

     3.  Exhibits

     The exhibits listed in the accompanying Exhibit Index are
filed herewith as part of this Report.


(b)  Reports on Form 8-K filed in fourth quarter 1997

     No Current Report on Form 8-K was filed on behalf of UCC or
     Uniroyal Chemical during the fiscal fourth quarter of 1997. 

(c)  Exhibits

     See Exhibit Index.

(d)  Financial Statement Schedules

     See Index to Financial Statements and Financial Statement
     Schedules on page F-1. 



                         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.

                                UNIROYAL CHEMICAL CORPORATION


Date: April 13, 1998             By: /s/ Vincent A. Calarco       
                                         Vincent A. Calarco
                            President and Chief Executive 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 indicated this
13th day of April, 1998.

        Signature                        Title


  /s/ Vincent A. Calarco              Chairman of the Board,
      Vincent A. Calarco              President, Chief Executive
                                      Officer and Director

  /s/ Charles J. Marsden              Vice President and Chief
      Charles J. Marsden              Financial Officer and
                                      Director 
                                     (principal financial officer)


  /s/ John T. Ferguson II             Vice President, General
      John T. Ferguson II             Counsel, Secretary and
                                      Director

  /s/ Michael F. Vagnini              Controller (principal
      Michael F. Vagnini              accounting officer)




                         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.

                                UNIROYAL CHEMICAL COMPANY, INC.

Date: April 13, 1998             By: /s/ Vincent A. Calarco       
                                         Vincent A. Calarco
                            President and Chief Executive 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 indicated this
13th day of April, 1998.

        Signature                        Title


  /s/ Vincent A. Calarco              President, Chief Executive
      Vincent A. Calarco              Officer and Director


  /s/ Charles J. Marsden              Vice President and Chief
      Charles J. Marsden              Financial Officer and
                                      Director
                                     (principal financial officer)


  /s/ John T. Ferguson II             Vice President, General
      John T. Ferguson II             Counsel and Director

  
  /s/ Michael F. Vagnini              Controller (principal 
      Michael F. Vagnini              accounting officer)




                         EXHIBIT INDEX

     The exhibit numbers set forth below correspond to the
numbers assigned to such exhibits in the Exhibit Table to Item
601 of Regulation S-K.

Exhibit
Number                      Description

2     Agreement and Plan of Merger dated April 30, 1996, by and
      among Crompton & Knowles Corporation, Tiger Merger Corp.
      and UCC (incorporated by reference to Exhibit 2 to the
      Quarterly Report on Form 10-Q for the period ended March
      31, 1996).

3.1   Certificate of Incorporation of UCC, effective as of August
      21, 1996 (incorporated by reference to Exhibit 3.1 to the
      Registrants' Annual Report on Form 10-K for the fiscal year
      ended September 28, 1996 ["1996 Form 10-K"]).

3.2   By-laws of UCC, effective as of August 21, 1996
      (incorporated by reference to Exhibit 3.2 to the 1996 Form
      10-K).

3.3   Certificate of Incorporation of Uniroyal Chemical
      (incorporated by reference to Exhibit 3.3 to the
      Registration Statement on Form S-1 of Uniroyal Chemical,
      Registration No. 33-66740 ["Form S-1, Registration No.
      33-66740"]).

3.4   By-Laws of Uniroyal Chemical (incorporated by reference to
      Exhibit 3.4 to Form S-1, Registration No. 33-66740).

4.1   Form of Indenture, dated as of February 8, 1993, among UCC
      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 Form S-1 of UCC, Registration No.
      33-45296 and 33-45295 ["Form S-1, Registration No.
      33-45296/45295"]).

4.2   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 Form S-1,
      Registration No. 33-45296/45295).

4.3   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 Form S-1,
      Registration No. 33-45296/45295).

4.4   Form of Indenture, dated as of September 1, 1993, among
      Uniroyal Chemical 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 Form S-1, Registration No. 33-66740).
 
4.5   Form of $530 Million Dollar Amended and Restated Credit
      Agreement dated as of December 19, 1996, by and among
      Uniroyal Chemical, et al., as Borrowers and various banks
      as Lenders, and Citicorp USA, Inc., as Agent and The Chase
      Manhattan Bank as Managing Agent (incorporated by reference
      to Exhibit 10 to the Registrants' Transition Report on Form
      10-QT for the transition period from September 29, 1996, to
      December 28, 1996).  

4.6   Form of $600 Million Dollar Second Amended and Restated
      Credit Agreement dated as of July 25, 1997, by and among
      Uniroyal Chemical, et al., as Borrowers and various banks 
      as Lenders, and Citicorp USA, Inc., as Agent and The Chase
      Manhattan Bank as Managing Agent (incorporated by reference
      to Exhibit 4 to the Registrants' Quarterly Report on Form 
      10-Q for the quarterly period ended June 28, 1997).

10.1  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 Form
      S-1, Registration No. 33-32770).

10.2  Form of Employment Agreement, dated as of October 30, 1989,
      among Uniroyal Chemical and the Executive Officers of
      Uniroyal Chemical (incorporated by reference to Exhibit
      10.3 to Form S-1, Registration No. 33-32770).

10.3  Form of Supplemental Executive Retirement Agreement, dated
      as of October 30, 1989, among Uniroyal Chemical and the
      Executive Officers of Uniroyal Chemical (incorporated by
      reference to Exhibit 10.4 to Form S-1, Registration No.
      33-32770).

10.4  Amended and Restated Tax Indemnification Agreement, dated
      as of October 26, 1989, among Avery, Inc., Uniroyal
      Chemical Holding Company, UCAC, UCC and certain
      subsidiaries of UCAC ("Tax Indemnification Agreement")
      (incorporated by reference to Exhibit 10.13 to Form S-1,
      Registration No. 33-32770).

10.5  Form of Amendment, dated as of December 14, 1990, to the
      Tax Indemnification Agreement (incorporated by reference to
      Exhibit 10.26 to Post Effective Amendment No. 3 to the
      Registration Statement on Form S-1, of UCC and UCAC
      Registration No. 33-32770, filed on January 15, 1991 ["1991
      Form S-1, Registration No. 33-32770"]).

10.6  Uniroyal Chemical Company Long-Term Management Incentive
      Plan (incorporated by reference to Exhibit 10.5 to the
      Registration Statement on Form S-1 of UCC, Registration No.
      33-45295, filed on January 27, 1992).

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

10.8  Form of Amendment, dated as of December 8, 1992, to the Tax
      Indemnification Agreement (incorporated by reference to
      Exhibit 10.30 to 1992 Form S-1, Registration Nos.
      33-45296/33-45295).

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

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

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

10.12 Form of Management Investor and Other Key Personnel Option
      Agreement, dated as of December 15, 1993 (incorporated by
      reference to Exhibit 10.23 to the 1994 Form 10-K).

10.13 Form of Non-Employee Director Stock Option Agreement, dated
      as of September 13, 1994 (incorporated by reference to
      Exhibit 10.24 to the 1994 Form 10-K).

10.14 Form of Non-Employee Director Stock Option Agreement, dated
      as of March 5, 1996 (incorporated by reference to Exhibit
      10.27 to the 1996 Form 10-K).

10.15 Form of Employment Agreement, dated as of August 21, 1996,
      between Uniroyal Chemical and four executive officers of
      Uniroyal Chemical (incorporated by reference to Exhibit
      10.28 to the 1996 Form 10-K).

10.16 Form of Supplemental Retirement Agreement, dated as of
      August 21, 1996, between Uniroyal Chemical and two
      executive officers of Uniroyal Chemical (incorporated by 
      reference to Exhibit 10.29 the 1996 Form 10-K).

10.17 Form of Supplemental Retirement Agreement, dated as of
      August 21, 1996, between Uniroyal Chemical and two
      executive officers of Uniroyal Chemical (incorporated by
      reference to Exhibit 10.30 to the 1996 Form 10-K).

10.18 Form of Second Amended and Restated Lease Agreement between
      Middlebury Partnership, as Lessor, and Uniroyal Chemical,
      as Lessee, dated as of August 28, 1997 (incorporated by
      reference to Exhibit 10 to the Registrants' Quarterly
      Report on Form 10-Q for the quarterly period ended
      September 27, 1997).

12    Computation of earnings to fixed charges ratio for the
      fiscal years  1993, 1994, 1995, 1996 and 1997 and three
      months ended December 28, 1996 (filed herewith).

21    Subsidiaries of the Registrants (No Response Required).

27    Financial data schedules for Uniroyal Chemical and UCC
      (filed herewith).


INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                 UNIROYAL CHEMICAL CORPORATION
                 UNIROYAL CHEMICAL COMPANY, INC.


FINANCIAL STATEMENTS                              

   Independent Auditors' Report                
        KPMG Peat Marwick LLP                    
        Deloitte & Touche LLP                 

   Consolidated Statements of Operations      

   Consolidated Balance Sheets 
        Uniroyal Chemical Corporation         
        Uniroyal Chemical Company, Inc.       

   Consolidated Statements of Stockholders' Equity
     (Deficit)
        Uniroyal Chemical Corporation         
        Uniroyal Chemical Company, Inc.       

   Consolidated Statements of Cash Flows      

   Notes to Consolidated Financial Statements   

 
FINANCIAL STATEMENT SCHEDULES

    Schedule I - Condensed Financial Information of
     Registrant                                 

    Schedule II - Valuation and Qualifying Accounts   




Certain schedules are omitted because they are not applicable
or the required information is provided in the Financial
Statements or related notes thereto. 

                         F-1

  
  
  
  
  INDEPENDENT AUDITORS' REPORT
  
  
  Board of Directors
  Uniroyal Chemical Corporation
  Uniroyal Chemical Company, Inc.
  
  We have audited the following consolidated financial
  statements:
  
  Uniroyal Chemical Corporation
  Consolidated Balance Sheets as of December 27, 1997 and
   December 28, 1996
  Consolidated Statements of Operations, Stockholders' Equity
   (Deficit) and Cash Flows for the fiscal years ended
   December 27, 1997 and September 28, 1996, and the three-
   month period ended December 28, 1996
  
  Uniroyal Chemical Company, Inc. (a wholly-owned subsidiary)
   and subsidiaries
  Consolidated Balance Sheets as of December 27, 1997 and
   December 28, 1996
  Consolidated Statements of Operations, Stockholders' Equity
   (Deficit) and Cash Flows for the fiscal years ended
   December 27, 1997 and September 28, 1996, and the three-
   month period ended December 28, 1996
  
  In connection with our audits of the consolidated financial
  statements referred to above, we have also audited the
  financial statement schedules for the periods then ended as
  listed in the accompanying index on page F-1. These
  consolidated financial statements and financial statement
  schedules are the responsibility of the Companies'
  management.  Our responsibility is to express an opinion on
  these consolidated financial statements and financial
  statement schedules 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 consolidated 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 consolidated financial statements
  referred to above present fairly, in all material respects,
  the financial position of Uniroyal Chemical Corporation and
  Uniroyal Chemical Company, Inc. and its subsidiaries as of
  December 27, 1997 and December 28, 1996, and the results of
  their operations and their cash flows for the fiscal years
  ended December 27, 1997 and September 28, 1996 and the
  three-month period ended December 28, 1996, in conformity
  with generally accepted accounting principles.  Also, in our
  opinion, the related financial statement schedules, 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.
  
  /s/KPMG Peat Marwick LLP
     KPMG Peat Marwick LLP
  
  
  
  Stamford, Connecticut
  January 29, 1998, except as to Note "Long-term Debt", which is
  as of April 9, 1998 




  INDEPENDENT AUDITORS' REPORT


Board of Directors
Uniroyal Chemical Corporation
Uniroyal Chemical Company, Inc.

We have audited the following consolidated financial statements:

     Uniroyal Chemical Corporation
          Consolidated Statements of Operations, Stockholders'
             Equity (Deficit) and Cash Flows  for the year ended
              October 1, 1995 

     Uniroyal Chemical Company, Inc.  (a wholly-owned subsidiary)
          and subsidiaries: 
          Consolidated Statements of Operations, Stockholders'
             Equity (Deficit) and Cash Flows  for the year ended
              October 1, 1995 

Our audits also included the financial statement schedules for
the year ended October 1, 1995 listed in the index on page F-1.

These consolidated financial statements and financial statement
schedules are the responsibility of the aforementioned Companies'
management.  Our responsibility is to express an opinion on these
consolidated financial statements and financial statement
schedules based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the consolidated 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 audit provides a reasonable basis for our
opinion.  

In our opinion, such consolidated financial statements present
fairly, in all material respects, the results of the Companies'
operations and their cash flows for the year ended October 1,
1995 in conformity with generally accepted accounting principles. 
Also, in our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material
respects, the information set forth therein.  




/s/Deloitte & Touche LLP
   Deloitte & Touche LLP
   Stamford, Connecticut
   November 17, 1995




UNIROYAL CHEMICAL CORPORATION
UNIROYAL CHEMICAL COMPANY, INC.
Consolidated Statements of Operations
(In thousands of dollars)

                                             Three
                                            months
                              Year ended     ended    Year ended  Year ended
                                Dec.27,     Dec.28,    Sept.28,     Oct.1,
                                 1997        1996        1996        1995

Net Sales                     $1,183,289    $242,338  $1,132,746  $1,079,321

  Cost of products sold          727,102     154,031     701,104     665,980
  Selling, general
     and administrative          165,852      40,214     166,716     165,803
  Depreciation and
     amortization                 63,780      15,485      67,946      65,083
  Research and development        40,699       9,160      39,014      36,622
  Severance and other costs       10,000          -           -           - 
  Special environmental charge    13,500          -       30,000          - 
  Merger and related costs            -           -       52,579          - 
Operating profit                 162,356      23,448      75,387     145,833

Interest expense                  96,011      24,814     106,456     114,034
Other income                     (26,541)        (41)       (308)     (2,570)

Earnings (loss) before
  income taxes
  and extraordinary charge        92,886      (1,325)    (30,761)     34,369
Provision (benefit) for
  income taxes                    35,323        (531)        951     (65,060)

Earnings (loss) before
  extraordinary charge            57,563        (794)    (31,712)     99,429
Extraordinary loss on early
  extinguishment of debt          (4,958)         -         (441)     (8,279)

Net earnings (loss)              $52,605       ($794)   ($32,153)    $91,150



See accompanying notes to consolidated financial statements.




UNIROYAL CHEMICAL CORPORATION
Consolidated Balance Sheets
(In thousands of dollars)

                                              December 27,  December 28,
ASSETS                                           1997           1996
Current Assets
    Cash                                          $4,800         $21,015
    Accounts receivable                          210,054         137,238
    Inventories                                  221,249         202,762
    Other current assets                          65,388          60,848
           Total current assets                  501,491         421,863

Non-current Assets
    Property, plant and equipment                374,421         367,962
    Costs in excess of acquired net assets       127,784         128,155
    Other assets                                 169,864         215,327
                                              $1,173,560      $1,133,307

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
    Current installments of long-term debt           $-             $731
    Notes payable                                  1,770           8,595
    Accounts payable                             105,901          97,909
    Accrued expenses                              99,890          87,313
    Income taxes payable                          27,262          24,969
           Total current liabilities             234,823         219,517
Non-Current Liabilities
    Long-term debt                               864,648         925,982
    Postretirement health care liability         141,660         174,025
    Other liabilities                            166,571         150,615
Stockholders' Equity (Deficit):
    Additional paid-in capital                   173,930         172,822
    Accumulated deficit                         (369,762)       (480,407)
    Cumulative translation adjustment            (35,550)        (25,534)
    Pension liability adjustment                  (2,760)         (3,713)
           Total stockholders' deficit          (234,142)       (336,832)
                                              $1,173,560      $1,133,307

See accompanying notes to consolidated financial statements.




UNIROYAL CHEMICAL COMPANY, INC.
Consolidated Balance Sheets
For the year ended 1997 and 1996
(In thousands of dollars)

                                             December 27, December 28,
ASSETS                                          1997          1996
Current Assets
    Cash                                         $4,800       $21,015
    Accounts receivable                         210,054       137,238
    Inventories                                 221,249       202,762
    Other current assets                         65,388        60,848
          Total current assets                  501,491       421,863

Non-current Assets
    Property, plant and equipment               374,421       367,962
    Costs in excess of acquired net assets      127,784       128,155
    Other assets                                169,864       215,327
                                             $1,173,560    $1,133,307

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
    Current installments of long-term debt          $-           $731
    Notes payable                                 1,770         8,595
    Accounts payable                            105,901        97,909
    Accrued expenses                             99,890        87,313
    Income taxes payable                         27,262        24,969
          Total current liabilities             234,823       219,517
Non-current Liabilities
    Long-term debt                              864,648       925,982
    Postretirement health care liability        141,660       174,025
    Other liabilities                           166,571       150,615
Stockholders' Equity (Deficit)
    Common stock                                      1             1
    Additional paid-in capital                  175,612       174,504
    Accumulated deficit                        (371,445)     (482,090)
    Cumulative translation adjustment           (35,550)      (25,534)
    Pension liability adjustment                 (2,760)       (3,713)
          Total stockholders' deficit          (234,142)     (336,832)
                                             $1,173,560    $1,133,307

See accompanying notes to consolidated financial statements.





UNIROYAL CHEMICAL CORPORATION
Consolidated Statements of Stockholders' Equity (Deficit)
(In thousands of dollars)


                                             Three
                                            months
                              Year ended     ended    Year ended  Year ended
                                Dec.27,     Dec.28,    Sept.28,     Oct.1,
                                 1997        1996        1996        1995
PREFERRED STOCK
Balance at beginning of year    $     -  $        -    $4,172      $4,172
Reclassification due to Merger        -           -    (4,172)         - 
Balance at end of year                -           -         -       4,172

COMMON STOCK
Balance at beginning of year          -           -       253          91
Stock options and
   other issuances                    -           -         1           3
IPO proceeds, net                     -           -         -         134
Reclassification of
   redeemable capital                 -           -         -          25
Reclassification due to Merger        -           -      (254)          - 
Balance at end of year                -           -         -         253

ADDITIONAL PAID IN CAPITAL
Balance at beginning of year     172,822     172,822  176,799           - 
Stock options and
   other issuances                    -           -       557         294
IPO proceeds, net                     -           -        -      146,492
Reclassification of
   redeemable capital                 -           -        -       30,013
Reclassification due to Merger        -           -    (4,534)         - 
Related party transfer             1,108          -         -          - 
Balance at end of year           173,930     172,822  172,822     176,799

ACCUMULATED DEFICIT
Balance at beginning of year    (480,407)   (479,613)(447,460)   (538,610)
Net earnings (loss)               52,605        (794) (32,153)     91,150
Related party transfer            58,040           -        -           - 
Balance at end of year          (369,762)   (480,407)(479,613)   (447,460)

ACCUMULATED TRANSLATION ADJUSTMENT
Balance at beginning of year     (25,534)    (24,506) (18,488)     (9,964)
Equity adjustment for translation
   of foreign currencies          (6,511)     (1,028)  (6,018)     (8,524)
Related party transfer            (3,505)          -        -           - 
Balance at end of year           (35,550)    (25,534) (24,506)    (18,488)

PENSION LIABILITY ADJUSTMENT
Balance at beginning of year      (3,713)     (3,713)  (3,617)     (1,903)
Equity adjustment for
   pension liability                 953           -      (96)     (1,714)
Balance at end of year            (2,760)     (3,713)  (3,713)     (3,617)

TREASURY STOCK
Balance at beginning of year           -           -  (10,888)     (5,945)
Stock options and
   other issuances                     -           -    1,928          99
Reclassification of
   redeemable capital                  -           -        -      (5,042)
Reclassification due to Merger         -           -    8,960           - 
Balance at end of year                 -           -        -     (10,888)

Total stockholders' deficit    ($234,142)  ($336,832)($335,010) ($299,229)

See accompanying notes to consolidated financial statements.




UNIROYAL CHEMICAL COMPANY, INC.
Consolidated Statements of Stockholders' Equity (Deficit)
(In thousands of dollars)


                                            Three
                                           months
                            Year ended      ended    Year ended  Year ended
                              Dec.27,      Dec.28,    Sept.28,     Oct.1,
                               1997         1996        1996        1995
COMMON STOCK
Balance at beginning
   and end of year                  $1           $1          $1          $1

ADDITIONAL PAID IN CAPITAL
Balance at beginning of year   174,504      174,504     172,018          - 
Capital contribution                -            -        2,486     147,022
Adjustment of amount due to
   to Uniroyal Chemical
   Corporation                      -            -           -       24,996
Related party transfer           1,108           -           -           - 
Balance at end of year         175,612      174,504     174,504     172,018

ACCUMULATED DEFICIT
Balance at beginning of year  (482,090)    (481,296)   (449,143)   (540,293)
Net earnings (loss)             52,605         (794)    (32,153)     91,150
Related party transfer          58,040           -           -           - 
Balance at end of year        (371,445)    (482,090)   (481,296)   (449,143)

ACCUMULATED TRANSLATION ADJUSTMENT
Balance at beginning of year   (25,534)     (24,506)    (18,488)     (9,964)
Equity adjustment for translation
   of foreign currencies        (6,511)      (1,028)     (6,018)     (8,524)
Related party transfer          (3,505)          -           -           - 
Balance at end of year         (35,550)     (25,534)    (24,506)    (18,488)

PENSION LIABILITY ADJUSTMENT
Balance at beginning of year    (3,713)      (3,713)     (3,617)     (1,903)
Equity adjustment for
   pension liability               953           -          (96)     (1,714)
Balance at end of year          (2,760)      (3,713)     (3,713)     (3,617)

Total stockholders' deficit  ($234,142)   ($336,832)  ($335,010)  ($299,229)

See accompanying notes to consolidated financial statements.




UNIROYAL CHEMICAL CORPORATION
UNIROYAL CHEMICAL COMPANY, INC.
Consolidated Statements of Cash Flows
(In thousands of dollars)

                                                 Three
                                                months                 Year
                                    Year ended   ended   Year ended   ended
                                     Dec.27,    Dec.28,   Sept.28,    Oct.1,
                                       1997      1996       1996       1995

CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)                   $52,605     ($794)  ($32,153)   $91,150
Adjustments to reconcile net earnings
 (loss) to net cash provided
 (used) by operations:
 Depreciation and amortization         63,780    15,485     67,946     65,083
 Noncash interest                      14,355     3,567     16,267     18,781
 Deferred income taxes                 18,414       506    (18,021)   (79,340)
 Changes in assets and liabilities:
 Accounts receivable                   (5,772)   19,413     (1,696)   (26,565)
 Inventories                              621   (22,671)    (3,627)    (8,425)
 Other current assets                  12,833    (2,044)    (2,277)     5,787
 Other assets                          (2,961)    2,150      1,826      6,552
 Accounts payable
  and accrued expenses                  6,771   (13,228)    11,609     21,440
 Income taxes payable                   6,233    (1,108)     2,881     (1,136)
 Postretirement health care 
  liabilities                         (32,189)     (530)    (2,095)      (150)
 Other                                 16,134    (8,850)    29,341    (13,165)
Net cash provided(used)by operations  150,824    (8,104)    70,001     80,012

CASH FLOWS FROM INVESTING ACTIVITIES
 Acquisitions                              -         -          -     (98,497)
 Capital expenditures                 (36,271)   (7,437)   (28,574)   (69,495)
 Purchase of receivables              (50,000)       -          -          - 
 Other investing activities             2,503        11     (2,228)    (6,838)
Net cash (used) by
 investing activities                 (83,768)   (7,426)   (30,802)  (174,830)

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds (payments) on 
  short-term borrowings                (5,903)     (403)   (24,464)     9,301
 Proceeds (payments) on 
  long-term borrowings                (78,239)   22,237    (30,256)  (146,807)
 Proceeds from sale of 
  common stock, net                        -         -          -     146,626
 Other financing activities                -        141        864     (4,886)
Net cash provided (used) by
 financing activities                 (84,142)   21,975    (53,856)     4,234

CASH
 Effect of exchange rates on cash         871    (1,045)       753     (1,241)
 Change in cash                       (16,215)    5,400    (13,904)   (91,825)
 Cash at beginning of period           21,015    15,615     29,519    121,344
Cash at end of period                  $4,800   $21,015    $15,615    $29,519




UNIROYAL CHEMICAL CORPORATION
UNIROYAL CHEMICAL COMPANY, INC.


Notes to Consolidated Financial Statements

Accounting Policies

Basis of Presentation
Uniroyal Chemical Corporation ("UCC") was incorporated in
Delaware in December 1988 for the sole purpose of acquiring
Uniroyal Chemical Company, Inc. ("Uniroyal Chemical") in October
1989.  Uniroyal Chemical, a New Jersey corporation, is a direct
wholly-owned subsidiary of UCC.   Herein, UCC and Uniroyal
Chemical, collectively, are referred to as the "Company".

On August 21, 1996, Crompton & Knowles Corporation ("Parent")
acquired all of the issued and outstanding capital stock of UCC,
the "Merger", at which time UCC became a wholly-owned subsidiary
of the Parent.  Uniroyal Chemical remained a direct wholly-owned
subsidiary of UCC.  

UCC is dependent on cash flow from Uniroyal Chemical and its
subsidiaries to service its debt and meet its other cash needs. 
Accordingly, the consolidated financial statements of Uniroyal
Chemical set forth herein are presented on a basis of accounting
which reflects all of the adjustments to account for the
acquisition of Uniroyal Chemical by UCC and substantially all of
the operations (primarily interest expense), assets and
liabilities of UCC.

Certain amounts in the accompanying consolidated financial
statements have been reclassified to conform with the current
year presentation.

Change of Year End
On September 27, 1996 the Board of Directors approved a change in
the Company's fiscal year end from the last Saturday in September
to the last Saturday in December.  

Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of all majority-owned subsidiaries.  Other affiliates in
which the Company has a 20% to 50% ownership are accounted for in
accordance with the equity method.  All significant intercompany
balances and transactions within the Company have been eliminated
in consolidation. 

Translation of Foreign Currencies
Balance sheet accounts denominated in foreign currencies are
translated generally at the current rate of exchange as of the
balance sheet date, while revenues and expenses are translated at
average rates of exchange during the periods presented.  The
cumulative foreign currency adjustments resulting from such
translation are reported as a component of stockholders' equity
(deficit).   For foreign subsidiaries operating in highly
inflationary economies, monetary balance sheet accounts and
related revenue and expenses are translated at the current rates
of exchange while non-monetary balance sheet accounts and related
revenues and expenses are translated at historical exchange
rates.  The resulting translation gains and losses related to
those countries are reflected in operations and are not
significant in any of the years presented.    

Property, Plant and Equipment
Property, plant and equipment are carried at cost, less
accumulated depreciation.  Depreciation expense ($44.7 million in
1997, $10.6 million for the three months ended December 28, 1996,
$46.2 million in 1996 and $44.2 million in 1995) is computed
generally on the straight-line method using the following ranges
of asset lives: buildings and improvements:  10 to 40 years,
machinery and equipment: 3 to 25 years, and furniture and
fixtures:  3 to 10 years.  

Renewals and improvements which extend the useful lives of the
assets are capitalized.  Capitalized leased assets and leasehold
improvements are depreciated over their useful lives or the
remaining lease term, whichever is shorter.  Expenditures for
maintenance and repairs are charged to expense as incurred.   

Inventory Valuation
Inventories are valued at the lower of cost or market.  Cost is
determined principally using the first-in, first out (FIFO)
basis.  

Intangible Assets
The excess cost over the fair value of net assets of businesses
acquired is being amortized on a straight-line basis over 20 to
40 years.  Accumulated  amortization was $31.4 million and $26.5
million in 1997 and 1996, respectively. 

Patents, unpatented technology, trademarks and other intangibles
of $76.5 million in 1997 and $91.8 million in 1996, included in
other assets, are being amortized principally on a straight-line
basis over their estimated useful lives ranging from 6 to 20
years.  Accumulated amortization was $121.4 million and $106.7
million in 1997 and 1996, respectively. 

Long-Lived Assets
In March, 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of."  This statement requires that long-lived
assets be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of such assets
may not be recoverable.  The Company adopted the new standard in
the first quarter of 1996.  The effect of the adoption did not
materially impact the Company's financial position or results of
operations.  

The Company evaluates the recoverability of the carrying value of
the intangible assets of each of its businesses by assessing
whether the projected earnings and cash flows of each of its
businesses is sufficient to recover the existing unamortized cost
of these assets.  On this basis, if the Company determines that
any assets have been permanently impaired, the amount of the
impaired assets is written off against earnings in the quarter in
which the impairment is determined.  

Research and Development
Research and development costs are expensed as incurred.  

Income Taxes
A provision has not been made for U.S. income taxes which would
be payable if undistributed earnings of foreign subsidiaries of
approximately $137.5 million at December 27, 1997, were
distributed to the Company in the form of dividends, since
certain foreign countries limit the extent of repatriation of
earnings, while for others, the Company's intention is to
permanently reinvest such foreign earnings.

Statement of Cash Flows
Cash includes bank term deposits of three months or less.  Cash
payments during the fiscal year ended 1997, the three months
ended December 28, 1996, and fiscal years ended 1996 and 1995
included interest payments of $82.8 million, $28.7 million, $90.8
million and $99.4 million and income tax payments of $11.8
million, $7.7 million, $16.9 million and $8.7 million,
respectively.

Financial Instruments
Financial instruments are presented in the accompanying
consolidated financial statements at either cost or fair value as
required by generally accepted accounting principles.

Other Disclosures
Included in accounts receivable are allowances for doubtful
accounts in the amount of $6.1 million in 1997 and $3.7 million
in 1996.  

Related Party Transactions
On December 27, 1997, the Parent transferred its European and
Asian specialty chemical businesses to the Company at cost for
the business purpose of consolidating operations.  The transfer
included assets in the amount of $76.4 million and liabilities of
$20.8 million.  Sales and net earnings related to these
operations in 1997 of $83.7 million and $2.6 million
respectively, have not been included in the Consolidated
Statement of Operations.  Financial statements have not been
restated for prior years as the impact was not considered
material.   

In June 1997, the Company entered into an accounts receivable
purchase agreement with the Parent in which the Company may
purchase an undivided interest of up to $150 million in domestic
accounts receivable from the Parent with recourse.  Interest is
paid to the Company by the Parent equal to the interest rate
charged on the Company's credit agreement.  The amount
outstanding under the accounts receivable purchase agreement was
$50 million and is included in accounts receivable in the
Consolidated Balance Sheet at December 27, 1997.  
 
Acquisitions
During fiscal 1995, Uniroyal Chemical acquired the worldwide crop
protection business of Solvay Duphar, B.V. (the "Duphar
Acquisition") , along with three smaller acquisitions, at an
aggregate cost of $98.5 million.  The acquisitions have been
accounted for using the purchase method of accounting and,
accordingly, the acquired assets and liabilities have been
recorded at their fair values at the dates of acquisition.   The
excess cost of purchase price over fair value of net assets
acquired in the amount of $16.1 million is being amortized over
20 years.  The operating results of each acquisition are included
in the consolidated statement of operations from the dates of
acquisition.

Inventories
(in thousands)                                                    
                                               1997       1996 
Finished Goods                             $151,229   $148,552
Work in process                              14,786      9,296
Raw materials and supplies                   55,234     44,914
                                           $221,249   $202,762


Property, Plant and Equipment
(In thousands) )  
                                               1997       1996
Land and improvements                     $  21,799  $  20,545
Buildings and improvements                  105,664     88,431
Machinery and equipment                     507,289    477,541
Furniture and fixtures                       24,854     21,857
Construction in progress                     30,728     22,015
                                            690,334    630,389
Less accumulated depreciation               315,913    262,427
                                           $374,421   $367,962 

Leases
The future minimum rental payments under operating leases having
initial or remaining non-cancelable lease terms in excess of one
year (as of December 27, 1997) total $88.3 million as follows: 
$8.1 million in 1998, $7.2 million in 1999, $5.6 million in 2000,
$4.9 million in 2001, $4.5 million in 2002, and $58.0 million in
later years.  Total rental expense for all operating leases was
$8.4 million in 1997, $2.0 million for the three months ended
December 28, 1996, $8.1 million in 1996 and $6.6 million in 1995. 
Real estate taxes, insurance and maintenance expenses generally
are obligations of the Company and, accordingly, are not included
as part of rental payments.  It is expected that, in the normal
course of business, leases that will expire will be renewed or
replaced by leases on other properties.  

Accrued Expenses
(In thousands) )                               1997       1996
Accrued interest                          $  16,725  $  17,875
Current portion of environmental
   liability                                 15,376     18,903
Other accruals                               67,789     50,535
                                           $ 99,890  $  87,313


Long-term Debt
(In thousands) )                               1997       1996 
9% Senior Notes Due 2000                   $226,623   $250,583
10.5% Senior Notes Due 2002                 235,998    283,078
11% Senior Subordinated Notes
  Due 2003                                  232,175    232,175
12% Subordinated Discount
   Notes Due 2005                           115,971    103,215
Credit Agreement                             50,800     54,466
Other                                         3,081      3,196
                                           $864,648   $926,713
Less amounts due within one year               -          (731)
                                           $864,648   $925,982


9% Senior Notes
The 9% Senior Notes Due 2000 are an obligation of Uniroyal
Chemical and are unsecured.  Interest is payable semi-annually. 
The 9% Senior Notes are not redeemable prior to maturity, except
upon a change in control (as defined in the related indenture)
whereupon an offer shall be made to purchase the 9% Senior Notes
then outstanding at a purchase price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest.  In
connection with the Merger, such an offer was made, resulting in
$2.2 million of principal being redeemed.  The 9% Senior Notes
rank pari passu in right of payment with all existing and future
senior indebtedness of Uniroyal Chemical. 

10.5% Senior Notes
The 10.5% Senior Notes Due 2002 are an obligation of UCC and are
unsecured.  Interest is payable semi-annually.

11% Senior Subordinated Notes
The 11% Senior Subordinated Notes Due 2003 are an obligation of
UCC and are unsecured.  Interest is payable semi-annually.  The
11% Senior Subordinated Notes are redeemable in whole or in part,
at the option of  UCC at any time after May 1, 1998, at prices
commencing at 105.5% of par of the then outstanding principal
amount, plus accrued and unpaid interest, declining ratably to
par by May 1, 2000.  On April 8, 1998, UCC called all of the outstanding
11% Senior Subordinated Notes for redemption on May 8, 1998,
at a price of 105.5% of the principal amount thereof plus accrued
and unpaid interest pursuant to the terms of the notes and related
indentures.


12% Subordinated Discount Notes
The 12% Subordinated Discount Notes Due 2005 are an unsecured
obligation of UCC and have a final accreted value of $126.6
million at May 1, 1998.  Beginning on such date, cash interest
will accrue on these securities and will be payable semi-
annually.  The Notes are redeemable in whole or in part, at the
option of UCC at any time after May 1, 1998, at 100% of their
principal amount, plus accrued and unpaid interest.  On April 8, 1998,
UCC called all of the outstanding 12% Subordinated Discount Notes
for redemption on May 8, 1998, at a price of 100% of the
principal amount plus accrued and unpaid interest pursuant to
the terms of the notes and related indentures.  

Merger  Waivers
The note indentures require that upon a change in control (as
defined in the related indentures), an offer shall be made to
purchase all of the notes at a purchase price equal to 101% of
the principal amounts (or accreted value), thereof, plus accrued
and unpaid interest.  In connection with the Merger, waivers of
the requirement were obtained, except the 9% Senior Notes for
which an offer to purchase was made. 

Debt Repurchases
During 1997, the Company repurchased in the open market $24.0
million of 9% Senior Notes and $47.1 million of 10.5% Senior
Notes.  As a result of the repurchases, the Company recognized an
extraordinary charge of $5.0 million, net of tax benefit of $3.3
million.

During 1996, the Company repurchased $17.2 million of 9% Senior
Notes in the open market.  As a result of this repurchase, the
Company recognized an extraordinary charge of $441 thousand, net
of tax benefit of $293 thousand.  

Credit Agreement
In July 1997, the Parent increased its revolving credit agreement
with a syndicate of banks to $600 million (from $530 million)
which extends through August 2001.  Borrowings under the credit
agreement are divided into three tranches.  Tranche I provides a
maximum of up to $300 million available to the Parent for working
capital and general corporate purposes.  Tranche II provides a
maximum of up to $150 million available to the Company for
working capital and general corporate purposes.  Tranche III
allows up to $150 million of borrowings by the European and
Canadian subsidiaries of the Company and the Parent.   Borrowings
may be denominated in U.S. dollars or the subsidiary's local
currency. 

The credit agreement calls for interest based upon various
options including a spread over LIBOR that varies according to
certain debt ratios for the trailing four fiscal quarters.  In
addition, the Company must pay a commitment fee (currently .175%)
on the total unused portion of the credit agreement based upon
certain debt ratios for the trailing four fiscal quarters.  At
December 27, 1997, borrowings under the credit agreement for the
Company of $50.8 million bore a weighted average interest rate of
7.7%.  

Debt Covenants
The Company's various debt agreements contain covenants which
limit the ability to incur additional debt, transfer funds
between affiliated companies, pay cash dividends or make certain
other payments.  In addition, the credit agreement requires the
Company to maintain certain financial ratios. 

Maturities
In 1997, the scheduled maturities of long-term debt during the
next five fiscal years and years thereafter were 1998   none;
1999 - $0.9 million; 2000 - $227.1 million; 2001 - $51.3 million;
2002 - $236.4 million and years thereafter $349.0 million.  

Financial Instruments
At December 27, 1997, the Company had an interest rate swap
contract ("the Swap") outstanding for $270 million with a major
financial institution.  Net receipts or payments on the Swap are
accrued and recognized as adjustments to interest expense.  The
Swap requires the Company to make semi-annual payments to its
counterparty of an amount ranging from 5.89%-6.25% in 1998 and
5.68% in 1999 with the last payment due on December 31, 1999. 
The Swap requires the counterparty to make semi-annual payments
at a fixed rate of 5.24%.  The Company paid $1.9 million under
the Swap in 1997.  A settlement of the fair market value of the
Swap as of December 27, 1997 would require a payment of
approximately $4.2 million.  

At December 27, 1997, the Company had an interest rate lock
contract ("Interest Hedge") outstanding with a major financial
institution for $230 million at a rate of 6.04%.  The interest
hedge expires on September 1, 2000, which corresponds to the date
of maturity of the 9% Senior Notes payable.  Upon expiration an
amount of settlement is computed based upon the difference
between the rate of 6.04% and the 10 year Treasury rate.  A
settlement of the fair market value of the interest hedge as of
December 27, 1997 would require payment of approximately $1.6
million.   

The carrying amounts for cash, accounts receivable, notes
payable, accounts payable and other current liabilities
approximate fair value because of the short maturities of these
instruments.  The fair market values of long term debt (including
current installments) were $938.5 million and $995.8 million in
1997 and 1996, respectively, and with respect to the notes have
been determined based on quoted market prices.  

Income Taxes
The components of earnings (loss) before income taxes and
extraordinary loss and the provision (benefit) for income taxes
are as follows:




                                        Three
                                        months
                          Year ended    ended     Year ended  Year ended
                           Dec.27,     Dec.28,     Sept.28,     Oct.1,
(In thousands)               1997        1996        1996        1995

Pretax Earnings (Loss):
   Domestic                 $57,391      $5,649    ($66,250)    $17,269
   Foreign                   35,495      (6,974)     35,489      17,100
                            $92,886     ($1,325)   ($30,761)    $34,369
Taxes
   Domestic
      Current                $1,860         $92      $2,261      $3,753
      Deferred               18,125       2,104     (13,612)    (73,983)
                             19,985       2,196     (11,351)    (70,230)
   Foreign
      Current                15,049      (1,129)     16,416       9,234
      Deferred                  289      (1,598)     (4,114)     (4,064)
                             15,338      (2,727)     12,302       5,170
   Total
      Current                16,909      (1,037)     18,677      12,987
      Deferred               18,414         506     (17,726)    (78,047)
                            $35,323       ($531)       $951    ($65,060)

The provision (benefit) for income taxes differs from the Federal
statutory rate for the following reasons:

                                        Three
                                        months
                          Year ended    ended     Year ended  Year ended
                           Dec.27,     Dec.28,     Sept.28,     Oct.1,
(In thousands)               1997        1996        1996        1995

Provision (benefit) at
   statutory rate           $32,510       ($463)   ($10,766)    $12,029
Nondeductible merger
   and related costs             -           -       11,132          - 
Impact of valuation
    allowance                (3,616)         -       (2,905)    (78,880)
Foreign dividends impact        524         119       3,077       2,367
Goodwill amortization         1,142         378       1,092       1,092
Foreign income tax
   rate differential          1,759        (553)       (362)     (2,127)
State income taxes, net
   of federal benefit         2,248          18      (1,877)        555
Other, net                      756         (30)      1,560         (96)
Actual provision (benefit)
   for income taxes         $35,323       ($531)       $951    ($65,060)

Provisions have been made for deferred taxes based on differences
between financial statement and tax bases of assets and liabilities
using currently enacted tax rates and regulations. The components
of the net deferred tax assets and liabilities are as follows:

(In thousands)                           1997        1996

Deferred tax assets:
   Pension and other postretirement
      benefits                          $72,564     $84,713
   Accruals for environmental 
      remediation                        31,974      30,427
   Other accruals                        30,859      29,959
   AMT credit and NOL
      carryforwards                      22,363      33,399
   Inventories and other                  8,776      10,181
Deferred tax liabilities:
   Property, plant and equipment        (60,517)    (54,824)
   Intangibles                          (10,055)    (14,015)
   Other                                 (2,389)     (4,235)
Net deferred tax asset before
   valuation allowance                   93,575     115,605
Valuation allowance                     (12,466)    (16,082)
Net deferred tax asset after
   valuation allowance                  $81,109     $99,523




Net deferred taxes (in thousands) include $35,491 and $32,507 in
current assets, $45,843 and $67,308 in long-term assets, $2 and
$114 in current liabilities and $223 and $178 in long-term
liabilities in 1997 and 1996, respectively.

The Company had domestic NOL carryforwards of $35 million,
expiring in the year 2007, which can be used to reduce future
Federal taxable income, while certain of the Companies' foreign
subsidiaries had aggregate NOL carryforwards of $30 million which
can be used to reduce future taxable income in those countries. 
As a result of the Company's stock offering in 1995 and the
Merger, the Company has undergone an "ownership change" within
the meaning of Section 382 of the Internal Revenue Code of 1986,
as amended.  Consequently, the Federal NOL carryforward is
subject to an annual limitation as prescribed thereunder.  

Postretirement Health Care Liability
The Company provides health and life insurance benefits for
certain retired and active employees and their beneficiaries and
covered dependents in the U.S. and Canada.  Postretirement
benefits for retired employees in other countries are generally
covered by government-sponsored plans.  The Company's cost
information for December, 1996 has not been updated from
September, 1996 as the change was not considered material.   

Net postretirement health care cost included the following
components:




                            December 28, September 28, October 1,
(In thousands)                  1997        1996          1995
Service cost-benefits earned                                      
   during the period         $    1,144    $   1,250     $ 1,315 
Interest cost on
   accumulated postretirement
   benefit obligation             9,839        9,738       9,899 
Actual return on plan assets       (910)          10        (677)
Net amortization and deferral    (6,628)      (7,959)     (5,751)
Net postretirement 
  health care cost           $    3,445    $   3,039     $ 4,786


Postretirement health care costs are generally not pre-funded
(except for certain government-related plans) and are paid by the
Company as incurred.  The accumulated postretirement health care
liability is as follows:


                            December 27, September 28, 
(In thousands)                  1997        1996       
Fully eligible and other active 
    plan participants        $   37,893    $ 40,658
Retirees                        110,706      96,851 
Accumulated post retirement  
     benefit obligation         148,599     137,509  
Plan assets at fair value        40,002       5,601
Unfunded status                 108,597     131,908
Unrecognized reduction in prior
service cost                     34,200      43,158
Unrecognized net loss            (1,137)       (511)
Postretirement health care
 liability                   $  141,660    $174,555

The weighted-average discount rate used to calculate the
accumulated health care liability in 1997 and 1996 ranged from 7%
- 7.5% and 7%-8%, respectively.  The expected long-term rate of
return on plan assets was 8% in 1997 and 3.5% in 1996.  The
assumed  health  care cost trend rate ranged from 12.7% - 8.8%
and is assumed to decrease gradually to a range of 6.07% - 5.5%
in 2020 and remain level thereafter.

An increase in the assumed health care cost rate of 1% in each
year would increase the postretirement health care liability by
approximately $9 million. 

The U.S. Department of the Army funded certain costs during 1997
related to postretirement medical and life insurance benefits of
retirees of Uniroyal Chemical who worked at the Joliet Army
Ammunition Plant in Joliet, Illinois.  Uniroyal Chemical operated
the plant for the Army on a cost reimbursement basis from the
1940's until 1993.  The funds are held in trust in satisfaction
of the government's liability to reimburse Uniroyal Chemical for
these costs.  At the same time, the government waived its claim
to certain funds held in pension trusts for the benefit of these
Joliet retirees.  The resulting pretax gain to the Company
amounted to $28 million and is included in other income.  

Pensions
The Company has several defined benefit and defined contribution
plans which cover substantially all employees in the United
States and Canada.  Pension benefits for retired employees of the
Company in other countries are generally covered by government-
sponsored plans.  The defined benefit plans provide retirement
benefits based on the employees' years of service and
compensation during employment.  The Company will make
contributions to the defined benefit plans at least equal to the
minimum amounts required by law, while contributions to the
defined contribution plans are determined as a percentage of 
each covered employees' salary.  The Company's cost information
for December, 1996 has not been updated from September, 1996 as
the change was not considered material.  

The Company's net pension cost for the defined benefit plans
included the following components:

                            December 27, September 28, October 1,
(In thousands)                  1997        1996          1995
Service cost-benefits earned                                      
   during the period         $    5,981    $   5,765     $ 4,851 
Interest cost on projected
   benefit obligation            14,189       12,676      11,449 
Actual return on plan assets    (13,777)      (8,327)    (13,442)
Net amortization and deferral       293       (1,020)      6,143
Net pension cost             $    6,686    $   9,094     $ 9,001



The funded status and the (accrued) prepaid pension cost of the
defined benefit pension plans are as follows:

                   December 27,             September 28,
                      1997                       1996
           Accumulated   Assets Exceed Accumulated Assets Exceed
              Benefits     Accumulated    Benefits   Accumulated
                Exceed        Benefits      Exceed      Benefits
(In thousands)  Assets                      Assets
Vested benefit
 obligation   $ 177,514        $18,478    $131,830       $15,968
Non-vested
 benefit
 obligation       9,617             84      11,790            99
Accumulated
 benefit
 obligation     187,131         18,562     143,620        16,067
Excess of 
 projected
 benefit obligation
 over accumulated
 benefit 
 obligation      22,759          1,675      22,219         1,601
Projected 
 benefit
 obligation     209,890         20,237     165,839        17,668
Plan assets at
 fair value     167,199         22,589     113,469        19,824
Funded status   (42,691)         2,352     (52,370)        2,156
Unrecognized
 prior service
 cost             1,062           (362)     12,040          (406)
Unrecognized net
 (gain) loss      3,804           (203)      3,675            45
Unrecognized net
 transition asset   -             (306)       (741)         (430)
Equity adjustment
 to recognize
 minimum 
 liability       (2,760)            -       (3,713)            -
(Accrued)
 prepaid 
 pension cost $ (40,585)       $ 1,481    $(41,109)      $ 1,365


The weighted-average discount rate used to calculate the
projected benefit obligation ranged from 6% - 8% in 1997 and
6.25% - 8% in 1996.  The expected long-term rate of return on
plan assets ranged from 7% - 9% in 1997 and from 6.25% - 9% in
1996.  The assumed rate of compensation increase ranged from 2% -
5.5% in 1997 and 2% - 6% in 1996.

The Company's net cost for all pension plans, including defined
benefit plans, was $10.4 million, $12.6 million and $12.3 million
in 1997, 1996 and 1995, respectively. 

Contingencies
The Company 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.  The Company 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.  In addition,
the Company is involved with environmental remediation and
compliance activities at some of its current and former sites in
the United States and abroad.  

Each quarter, the Company 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 Company and the anticipated time frame over which
payments toward the remediation plan will occur.  As a result of
current information and analysis, the Company recorded a special
provision of $13.5 million during the third quarter of 1997 for
environmental remediation activities.  The total amount accrued
for such environmental liabilities at December 27, 1997 was
$100.6 million.  The Company estimates its potential
environmental liability to range from $74 million to $133 million
at December 27, 1997.  It is reasonably possible that the
Company'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 Company intends to assert all meritorious legal defenses and
all other equitable factors which are available to it with
respect to the above matters.  The Company believes that the
resolution of these environmental matters will not have a
material adverse effect on its consolidated financial position. 
While the Company 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.  





Business Segment Data
The Company and its subsidiaries operate in one industry segment,
the manufacture and sale of specialty chemicals and elastomers.

Information by Major Geographic Segment

                                  Three
                                 months
                  Year ended      ended     Year ended   Year ended
                    Dec.27,      Dec.28,     Sept.28,      Oct.1,
(In thousands)       1997         1996         1996         1995

Net sales and transfer between geographic areas:
United States     $1,042,850     $213,717     $978,081     $942,635
Americas             219,418       47,040      201,913      181,926
Europe/Africa        158,150       23,374      181,268      135,805
Asia/Pacific          56,217       13,501       58,800       58,124
                  $1,476,635     $297,632   $1,420,062   $1,318,490

Less transfers between geographic areas:
United States       $173,476      $36,659     $150,863     $141,063
Americas              62,975       16,658       61,253       51,821
Europe/Africa         55,813        1,751       74,386       45,285
Asia/Pacific           1,082          226          814        1,000
                    $293,346      $55,294     $287,316     $239,169

Net sales from geographic areas to unaffiliated customers:
United States       $869,374     $177,058     $827,218     $801,572
Americas             156,443       30,382      140,660      130,105
Europe/Africa        102,337       21,623      106,882       90,520
Asia/Pacific          55,135       13,275       57,986       57,124
                  $1,183,289     $242,338   $1,132,746   $1,079,321

Export sales included in United States sales:
Americas             $30,066       $4,860      $31,633      $30,300
Europe/Africa        107,157       18,967       90,074       80,136
Asia/Pacific          62,523       13,071       60,911       51,380
                    $199,746      $36,898     $182,618     $161,816

Operating Profit
United States       $116,318      $26,584      $35,001     $116,887
Americas              34,129        7,463       17,420       19,036
Europe/Africa          9,926      (10,732)      25,453       12,522
Asia/Pacific           1,983          133       (2,487)      (2,612)
                    $162,356      $23,448      $75,387     $145,833

Identifiable assets
United States       $890,454     $897,328     $893,912     $922,151
Americas              84,023       94,867       88,972       88,800
Europe/Africa        166,634      107,379      117,209      125,430
Asia/Pacific          32,449       33,733       32,525       35,326
                  $1,173,560   $1,133,307   $1,132,618   $1,171,707






UNIROYAL CHEMICAL CORPORATION                        SCHEDULE I
Condensed Financial Information of Registrant
Condensed Statements of Operations and Accumulated Deficit
(In thousands of dollars)



                                            Three
                                            months
                               Year ended   ended    Year ended Year ended
                                Dec.27,    Dec.28,    Sept.28,    Oct.1,
                                  1997       1996       1996       1995

 Equity in income of
   consolidated subsidiaries    $101,639    $10,594    $15,429   $107,455

 Selling, general
   and administrative                354        106        551        523
 Interest expense                 68,899     17,414     68,677     76,943

   Earnings (loss) before
     income taxes and
     extraordinary loss           32,386     (6,926)   (53,799)    29,989

 Provision (benefit) for
   income taxes                  (24,210)    (6,132)   (21,646)   (69,440)

   Earnings (loss) before 
     extraordinary loss           56,596       (794)   (32,153)    99,429

 Extraordinary loss on early      (3,991)        -          -      (8,279)
   extinguishment of debt

   Net earnings (loss)            52,605       (794)   (32,153)    91,150


 Accumulated deficit,
   beginning of year            (480,407)  (479,613)  (447,460)  (538,610)

 Related party transfer           58,040         -          -          - 

 Accumulated deficit,
   end of year                 ($369,762) ($480,407) ($479,613) ($447,460)




UNIROYAL CHEMICAL CORPORATION                              SCHEDULE I
Condensed Financial Information of Registrant
Condensed Balance Sheets
For the year end December 27, 1997 and December 28, 1996
(In thousands of dollars)

                                                   1997        1996

ASSETS
Current Assets
    Cash                                               $48         $48
      Total current assets                              48          48

Non-Current Assets
    Investment in consolidated subsidiaries        365,406     294,960
    Deferred income taxes                              474       9,334
    Other assets                                    15,581      19,038
                                                  $381,509    $323,380



LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
    Accrued expenses                               $25,773     $36,584

Non-Current Liabilities
    Long-term debt                                 584,144     618,468
    Other liabilities                                5,734       5,160
Stockholders' Equity (Deficit)
    Additional paid-in capital                     173,930     172,822
    Accumulated deficit                           (369,762)   (480,407)
    Accumulated translation adjustment             (35,550)    (25,534)
    Pension liability adjustment                    (2,760)     (3,713)
      Total stockholders' deficit                 (234,142)   (336,832)
                                                  $381,509    $323,380





UNIROYAL CHEMICAL CORPORATION                             SCHEDULE I
Condensed Financial Information of Registrant
Condensed Statements of Cash Flows
(In thousands of dollars)



                                                  Three
                                        Year     months     Year      Year
                                        ended     ended     ended     ended
                                       Dec.27,   Dec.28,  Sept.28,   Oct.1,
                                        1997      1996      1996      1995



CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)                    $52,605     ($794) ($32,153)  $91,150
Adjustments to reconcile net earnings
  (loss) to net cash provided (used)
  by operations:
  Equity in income of
      consolidated subsidiaries       (101,639)  (10,594)  (15,429) (107,455)
  Amortization                             315        47       315       323
  Noncash interest                      16,780     3,599    13,417    15,927
  Allocation of current tax provision  (36,570)   (8,329)  (31,307)  (34,787)
  Deferred income taxes                  8,860     2,489     9,625   (36,665)
  Change in assets
    and liabilities, net               (10,707)   13,582       101    (2,983)
  Dividends from
      consolidated subsidiaries        117,436        -     52,887    63,527
  Other                                     -         -        313      (180)

    Net cash provided
    (used) by operations                47,080         -    (2,231)  (11,143)

CASH FLOWS FROM INVESTING ACTIVITIES
  Return of capital                         -         -         -     45,666

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on long-term borrowings     (47,080)       -         -   (187,595)
  Proceeds from sale of
    common stock, net                       -         -         -    146,626
  Purchase of treasury stock                -         -         -     (1,161)
  Other financing activities                -         -      2,209     7,499
    Net cash provided (used) by
      financing activities             (47,080)        -     2,209   (34,631)

  Change in cash                             -         -       (22)     (108)
  Cash at beginning of year                 48        48        70       178
  Cash at end of year                      $48       $48       $48       $70






                                                      Schedule II

UNIROYAL CHEMICAL CORPORATION
UNIROYAL CHEMICAL COMPANY, INC.
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 27, 1997:
   Allowance for doubtful accounts
                $   3,741  $   1,338  $   1,019 (1) $      -      $   6,098
   Accumulated amortization of cost in
     excess of acquired net assets
                   26,534      4,639        269 (2)        -         31,442
   Accumulated amortization of other
     intangible assets
                  106,655     15,151       (439)(2)        -        121,367

Three months ended December 28, 1996:
   Allowance for doubtful accounts
                $   3,333  $     421  $     (13)(1) $      -      $   3,741
   Accumulated amortization of cost in
     excess of acquired net assets
                   25,491      1,415       (372)(2)        -         26,534
   Accumulated amortization of other
     intangible assets
                  102,938      3,438        279 (2)        -        106,655

Fiscal Year ended September 28, 1996:
   Allowance for doubtful accounts
                $   2,873  $   1,568  $  (1,108)(1) $      -      $   3,333
   Accumulated amortization of cost in
     excess of acquired net assets
                   21,281      3,887        323 (2)        -         25,491
   Accumulated amortization of other
     intangible assets
                   87,813     15,622       (497)(2)        -        102,938

Fiscal Year ended October 1, 1995:
   Allowance for doubtful accounts
                $   2,452  $     708  $    (287)(1) $      -      $   2,873
   Accumulated amortization of cost in
     excess of acquired net assets
                   17,194      3,953        134 (2)        -         21,281
   Accumulated amortization of other
     intangible assets
                   73,981     14,647       (815)(2)        -         87,813


(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.