PART II. OTHER INFORMATION:

Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits

           Number           Description

           (11)        Statement Re Computation of Per Share    
                       Earnings

    (b)     No reports on Form 8-K were filed during the        
            quarter for which this report is filed.

                          SIGNATURES




    Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.


                          CROMPTON & KNOWLES CORPORATION
                                         (Registrant)




August 9, 1994                By: /s/ Charles J. Marsden        
                                Charles J. Marsden
                               Vice President - Finance
                               (Principal Financial Officer)




August 9, 1994                By: /s/ John T. Ferguson          
                               John T. Ferguson, II
                               General Counsel and Secretary