AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                   ON AUGUST 28, 1998

                                    Registration No.

               SECURITIES AND EXCHANGE COMMISSION     
                     WASHINGTON, DC 20549

                            FORM  S-8
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         ___________________

                    CROMPTON & KNOWLES CORPORATION
        (Exact Name of Registrant as Specified in Its Charter)

                           Massachusetts
  (State or Other Jurisdiction of Incorporation or Organization)

                             04-1218720
               (I.R.S. Employer Identification No.)

             One Station Place, Metro Center
                 Stamford, Connecticut                 06902
                                                                  
             (Address of Registrant's               (Zip Code)
              Principal Executive Offices)
   


  Crompton & Knowles Corporation Employee Stock Ownership Plan
                   (Full Title of the Plan)

                    JOHN T. FERGUSON II
          Vice President, General Counsel and Secretary
                 Crompton & Knowles Corporation
                 One Station Place, Metro Center
                   Stamford, Connecticut 06902
            (Name and Address  of Agent For Service)

                        (203) 353-5400
   (Telephone Number, Including Area Code, of Agent for Service)
                    _____________________________

                   CALCULATION OF REGISTRATION FEE

Title of      Amount      Proposed    Proposed        Amount of
Securities    to be       Maximum     Maximum         Filing Fee
to be         Registered  Offering    Aggregate 
Registered                Price Per   Price
                          Share *

Common Stock  1,500,000   $18.0625    $27,093,750.00  $9,342.67
   
      * Estimated for purposes of calculation of the registration
fee pursuant to Rule 457(h) and Rule 457(c) and based upon an
average of the high and low prices that the Common Stock of
Crompton & Knowles Corporation was sold for on the New York Stock
Exchange on August 24, 1998. 

     In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.




                             PART I
       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1). 
In accordance with the instructions to Part I of Form S-8, such
documents are not being filed and will not be filed with the
Securities and Exchange Commission (the "Commission"), either as
part of this registration statement or as a prospectus or
prospectus supplement pursuant to Rule 424.  These documents and
those incorporated by reference pursuant to Item 3 of this
Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act
of 1933 (the "Securities Act").


                          PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     There are incorporated herein by reference the following
documents of Crompton & Knowles Corporation (the "Corporation") and
the Crompton & Knowles Corporation Employee Stock Ownership Plan
(the "Plan") filed with the Securities and Exchange Commission (the
"Commission"):

     (1)    Annual Report of the Corporation on Form 10-K for the
            fiscal year ended December 27, 1997;

     (2)    Quarterly Reports of the Corporation on Form 10-Q for
            the quarters ended March 28, 1998 and June 27, 1998;

     (3)    the description of the Corporation's Common Stock
            contained in the Corporation's Registration Statement
            on Form 8-A, dated July 19, 1988;

     (4)    the description of the Corporation's Preferred Share
            Purchase Rights (which are currently transferred with
            the Corporation's Common Stock) contained in the
            Corporation's Registration Statement on Form 8-A,
            dated July 19, 1988; and

     (5)    Annual Report of the Plan on Form 11-K for the year
            ended December 31, 1997.

     All documents filed by the Corporation or the Plan pursuant to
Section 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement prior to the filing of
a Post-Effective Amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or
which deregisters those securities remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. 
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4.     Description of Securities.

     Not applicable.


Item 5.     Interests of Named Experts and Counsel.

     Not applicable.

Item 6.     Indemnification of Directors and Officers.

     Section 67 of the Business Corporation Law of the Commonwealth
of Massachusetts (the "B.C.L.") sets forth conditions and
limitations governing the indemnification of officers, directors,
and other persons of the Corporation.

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

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

     The Corporation's Amended and Restated Articles of 
Organization provide that a director shall not be personally liable
to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director; provided, however, that
this shall not eliminate or limit the liability of a director to
the extent provided by applicable law (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 61 or 62 of the B.C.L. (such sections relate generally to
the liability of directors for authorizing distributions to
shareholders at a time when the Corporation is insolvent or
bankrupt and the liability of directors for approving loans to
officers or directors of the Corporation which are not repaid and
which were not approved or ratified by a majority of disinterested
directors or shareholders), or (iv) for any transactions from which
the director derived an improper personal benefit.  No amendment to
or repeal of this provision shall apply to or have any effect on
the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

Item 7.     Exemption from Registration Claimed.

     Not applicable.

Item 8.     Exhibits.

     The Corporation has submitted the Plan to the Internal Revenue
Service (the "IRS"), and the IRS has determined that the plan is
qualified.  Certain amendments to the Plan have since been adopted. 
In reliance on certain IRS regulations regarding the "extended
remedial amendment period" for filing plan amendments with the IRS,
however,  these amendments have not yet been submitted to the IRS. 
The Corporation undertakes to submit all amendments made to the
Plan as of the date of this Registration Statement and all future
amendments to the Plan to the IRS in a timely manner and to make
all changes required by the IRS in order to assure the Plan
continues to qualify.

4.1    Restated Articles of Organization of the Corporation filed
       with the Commonwealth of Massachusetts on October 27, 
       1988, as amended on April 10, 1990, and on April 14, 1992,
       filed as Exhibit 3(a) to the Corporation's Annual Report
       on Form 10-K for the fiscal year ended December 26,
       1992 (Commission File No. 1-4663) and incorporated
       herein by reference.

4.2    By-laws of the Corporation as amended to date,
       filed as Exhibit 3(i) to the Corporation's Annual
       Report on Form 10-K for the fiscal year ended December
       27, 1997 (Commission File No. 1-4663) and incorporated
       herein by reference.

4.3    Rights Agreement dated as of July 20, 1988, between
       the Registrant and   Mellon Bank, N.A., as Rights Agent,
       as amended on March 28, 1991, October 1, 1992, and
       January 20, 1998, and restated to incorporate all 
       amendments.

23     Consent of independent auditors KPMG Peat Marwick LLP.

24     Power of attorney.

Item 9.     Undertakings.

     The undersigned registrant hereby undertakes:

     (1)     To file, during any period in which offers or sales
             are being made, a post-effective amendment to
             this registration statement:

          (i)     To include any prospectus required by
                  Section 10(a)(3) of the Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or 
                  events arising after the effective date of
                  the registration statement (or the
                  most recent post-effective amendment thereof)
                  which, individually or in the aggregate,
                  represent  a fundamental change in the
                  information set forth in the registration
                  statement.  Notwithstanding the foregoing, any
                  increase or decrease in volume of 
                  securities offered (if the total dollar 
                  value of securities offered would not exceed
                  that which was registered) and any deviation 
                  from the low or high and of the estimated
                  maximum offering range may be reflected in the
                  form of prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate,
                  the changes in volume and price represent no
                  more than 20 percent change in the maximum
                  aggregate offering price set forth in 
                  the "Calculation of Registration Fee" table in
                  the effective registration statement;

        (iii)     To include any material information
                  with respect to the plan of distribution not
                  previously disclosed in the registration
                  statement or any material change to such
                  information in the registration statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.

     (2)     That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)     To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

     (4)     That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of any employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934, as
amended), that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (5)     That, insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.


                            SIGNATURES

          The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized.


                              CROMPTON & KNOWLES CORPORATION
                                      (Registrant)

Date: August 28, 1998         By: /s/Charles J. Marsden 
                                     Charles J. Marsden
                                     Senior Vice President and 
                                     Director     
                                     (Principal Financial Officer)
     
 
          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated.

NAME                         TITLE 

Vincent A. Calarco*          Chairman, President and Chief
                             Executive Officer
                             (Principal Executive Officer)

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


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


James A. Bitoni*             Director


Robert A. Fox*               Director   


Roger L. Headrick*           Director


Leo I. Higdon, Jr.*          Director


C.A. Piccolo*                Director


Patricia K. Woolf*           Director



Date: August 28, 1998         *By /s/John T. Ferguson II
                                     John T. Ferguson II
                                     Attorney-in-Fact

          The Plan.  Pursuant to the requirements of the Securities
Act of 1933, the Plan Administrator of the Plan has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford,
State of Connecticut, on the 28th day of August, 1998.


                         CROMPTON & KNOWLES CORPORATION
                             (as Plan Administrator)



Date: August 28, 1998         By: /s/Charles J. Marsden
                                     Charles J. Marsden
                                     Senior Vice President, 
                                     Chief Financial Officer,
                                     and Director



                        EXHIBIT INDEX

Exhibits required by S-K item 601:

Exhibit 
Number               Exhibit Description                          
        
4.1     Restated Articles of Organization of the Registrant filed
        with the Commonwealth of Massachusetts on October 27,
        1988, as amended on April 10, 1990 and on April 14, 1992,
        filed as Exhibit 3(a) to the Registrant's Annual Report
        on Form 10-K for the fiscal year ended December 26,
        1992 (Commission File No. 1-4663) and incorporated 
        herein by reference.

4.2     By-laws of the Registrant as amended to date, filed as
        Exhibit 3(i) to the Registrant's Annual Report on Form
        10-K for the fiscal year ended December 27, 1997
        (Commission File No. 1-4663) and incorporated herein by
        reference.

4.3     Rights Agreement dated as of July 20, 1988, between 
        the Registrant and Mellon Bank, N.A., as Rights Agent,
        as amended on March 28, 1991, October 1, 1992, and
        January 20, 1998, and restated herein to
        incorporate all amendments.
 
23      Consent of KPMG Peat Marwick LLP.

24      Power of attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20492}]
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                   ON AUGUST 28, 1998

                                    Registration No.

               SECURITIES AND EXCHANGE COMMISSION     
                     WASHINGTON, DC 20549

                            FORM  S-8
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         ___________________

                    CROMPTON & KNOWLES CORPORATION
        (Exact Name of Registrant as Specified in Its Charter)

                           Massachusetts
  (State or Other Jurisdiction of Incorporation or Organization)

                             04-1218720
               (I.R.S. Employer Identification No.)

             One Station Place, Metro Center
                 Stamford, Connecticut                 06902
                                                                  
             (Address of Registrant's               (Zip Code)
              Principal Executive Offices)
   

  Crompton & Knowles Corporation Employee Stock Ownership Plan
                   (Full Title of the Plan)

                    JOHN T. FERGUSON II
          Vice President, General Counsel and Secretary
                 Crompton & Knowles Corporation
                 One Station Place, Metro Center
                   Stamford, Connecticut 06902
            (Name and Address  of Agent For Service)

                        (203) 353-5400
   (Telephone Number, Including Area Code, of Agent for Service)
                    _____________________________

                   CALCULATION OF REGISTRATION FEE

Title of      Amount      Proposed    Proposed        Amount of
Securities    to be       Maximum     Maximum         Filing Fee
to be         Registered  Offering    Aggregate 
Registered                Price Per   Price
                          Share *

Common Stock  1,500,000   $18.0625    $27,093,750.00  $9,342.67
   
      * Estimated for purposes of calculation of the registration
fee pursuant to Rule 457(h) and Rule 457(c) and based upon an
average of the high and low prices that the Common Stock of
Crompton & Knowles Corporation was sold for on the New York Stock
Exchange on August 24, 1998. 

     In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.

                             PART I
       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1). 
In accordance with the instructions to Part I of Form S-8, such
documents are not being filed and will not be filed with the
Securities and Exchange Commission (the "Commission"), either as
part of this registration statement or as a prospectus or
prospectus supplement pursuant to Rule 424.  These documents and
those incorporated by reference pursuant to Item 3 of this
Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act
of 1933 (the "Securities Act").

                          PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     There are incorporated herein by reference the following
documents of Crompton & Knowles Corporation (the "Corporation") and
the Crompton & Knowles Corporation Employee Stock Ownership Plan
(the "Plan") filed with the Securities and Exchange Commission (the
"Commission"):

     (1)    Annual Report of the Corporation on Form 10-K for the
            fiscal year ended December 27, 1997;

     (2)    Quarterly Reports of the Corporation on Form 10-Q for
            the quarters ended March 28, 1998 and June 27, 1998;

     (3)    the description of the Corporation's Common Stock
            contained in the Corporation's Registration Statement
            on Form 8-A, dated July 19, 1988;

     (4)    the description of the Corporation's Preferred Share
            Purchase Rights (which are currently transferred with
            the Corporation's Common Stock) contained in the
            Corporation's Registration Statement on Form 8-A,
            dated July 19, 1988; and

     (5)    Annual Report of the Plan on Form 11-K for the year
            ended December 31, 1997.

     All documents filed by the Corporation or the Plan pursuant to
Section 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement prior to the filing of
a Post-Effective Amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or
which deregisters those securities remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. 
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4.     Description of Securities.

     Not applicable.

Item 5.     Interests of Named Experts and Counsel.

     Not applicable.

Item 6.     Indemnification of Directors and Officers.

     Section 67 of the Business Corporation Law of the Commonwealth
of Massachusetts (the "B.C.L.") sets forth conditions and
limitations governing the indemnification of officers, directors,
and other persons of the Corporation.

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

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

     The Corporation's Amended and Restated Articles of 
Organization provide that a director shall not be personally liable
to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director; provided, however, that
this shall not eliminate or limit the liability of a director to
the extent provided by applicable law (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 61 or 62 of the B.C.L. (such sections relate generally to
the liability of directors for authorizing distributions to
shareholders at a time when the Corporation is insolvent or
bankrupt and the liability of directors for approving loans to
officers or directors of the Corporation which are not repaid and
which were not approved or ratified by a majority of disinterested
directors or shareholders), or (iv) for any transactions from which
the director derived an improper personal benefit.  No amendment to
or repeal of this provision shall apply to or have any effect on
the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

Item 7.     Exemption from Registration Claimed.

     Not applicable.

Item 8.     Exhibits.

     The Corporation has submitted the Plan to the Internal Revenue
Service (the "IRS"), and the IRS has determined that the plan is
qualified.  Certain amendments to the Plan have since been adopted. 
In reliance on certain IRS regulations regarding the "extended
remedial amendment period" for filing plan amendments with the IRS,
however,  these amendments have not yet been submitted to the IRS. 
The Corporation undertakes to submit all amendments made to the
Plan as of the date of this Registration Statement and all future
amendments to the Plan to the IRS in a timely manner and to make
all changes required by the IRS in order to assure the Plan
continues to qualify.

4.1    Restated Articles of Organization of the Corporation filed
       with the Commonwealth of Massachusetts on October 27, 
       1988, as amended on April 10, 1990, and on April 14, 1992,
       filed as Exhibit 3(a) to the Corporation's Annual Report
       on Form 10-K for the fiscal year ended December 26,
       1992 (Commission File No. 1-4663) and incorporated
       herein by reference.

4.2    By-laws of the Corporation as amended to date,
       filed as Exhibit 3(i) to the Corporation's Annual
       Report on Form 10-K for the fiscal year ended December
       27, 1997 (Commission File No. 1-4663) and incorporated
       herein by reference.

4.3    Rights Agreement dated as of July 20, 1988, between
       the Registrant and   Mellon Bank, N.A., as Rights Agent,
       as amended on March 28, 1991, October 1, 1992, and
       January 20, 1998, and restated to incorporate all 
       amendments.

23     Consent of independent auditors KPMG Peat Marwick LLP.

24     Power of attorney.

Item 9.     Undertakings.

     The undersigned registrant hereby undertakes:

     (1)     To file, during any period in which offers or sales
             are being made, a post-effective amendment to
             this registration statement:

          (i)     To include any prospectus required by
                  Section 10(a)(3) of the Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or 
                  events arising after the effective date of
                  the registration statement (or the
                  most recent post-effective amendment thereof)
                  which, individually or in the aggregate,
                  represent  a fundamental change in the
                  information set forth in the registration
                  statement.  Notwithstanding the foregoing, any
                  increase or decrease in volume of 
                  securities offered (if the total dollar 
                  value of securities offered would not exceed
                  that which was registered) and any deviation 
                  from the low or high and of the estimated
                  maximum offering range may be reflected in the
                  form of prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate,
                  the changes in volume and price represent no
                  more than 20 percent change in the maximum
                  aggregate offering price set forth in 
                  the "Calculation of Registration Fee" table in
                  the effective registration statement;

        (iii)     To include any material information
                  with respect to the plan of distribution not
                  previously disclosed in the registration
                  statement or any material change to such
                  information in the registration statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.

     (2)     That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)     To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

     (4)     That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of any employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934, as
amended), that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (5)     That, insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

                            SIGNATURES

          The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized.

                              CROMPTON & KNOWLES CORPORATION
                                      (Registrant)

Date: August 28, 1998         By: /s/Charles J. Marsden 
                                     Charles J. Marsden
                                     Senior Vice President and 
                                     Director     
                                     (Principal Financial Officer)
     
 
          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated.

NAME                         TITLE 

Vincent A. Calarco*          Chairman, President and Chief
                             Executive Officer
                             (Principal Executive Officer)

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

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

James A. Bitoni*             Director

Robert A. Fox*               Director   

Roger L. Headrick*           Director

Leo I. Higdon, Jr.*          Director

C.A. Piccolo*                Director

Patricia K. Woolf*           Director

Date: August 28, 1998         *By /s/John T. Ferguson II
                                     John T. Ferguson II
                                     Attorney-in-Fact

          The Plan.  Pursuant to the requirements of the Securities
Act of 1933, the Plan Administrator of the Plan has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford,
State of Connecticut, on the 28th day of August, 1998.

                         CROMPTON & KNOWLES CORPORATION
                             (as Plan Administrator)

Date: August 28, 1998         By: /s/Charles J. Marsden
                                     Charles J. Marsden
                                     Senior Vice President, 
                                     Chief Financial Officer,
                                     and Director

                        EXHIBIT INDEX

Exhibits required by S-K item 601:

Exhibit 
Number               Exhibit Description                          
        
4.1     Restated Articles of Organization of the Registrant filed
        with the Commonwealth of Massachusetts on October 27,
        1988, as amended on April 10, 1990 and on April 14, 1992,
        filed as Exhibit 3(a) to the Registrant's Annual Report
        on Form 10-K for the fiscal year ended December 26,
        1992 (Commission File No. 1-4663) and incorporated 
        herein by reference.

4.2     By-laws of the Registrant as amended to date, filed as
        Exhibit 3(i) to the Registrant's Annual Report on Form
        10-K for the fiscal year ended December 27, 1997
        (Commission File No. 1-4663) and incorporated herein by
        reference.

4.3     Rights Agreement dated as of July 20, 1988, between 
        the Registrant and Mellon Bank, N.A., as Rights Agent,
        as amended on March 28, 1991, October 1, 1992, and
        January 20, 1998, and restated herein to
        incorporate all amendments.
 
23      Consent of KPMG Peat Marwick LLP.

24      Power of attorney.