EXHIBIT 24


                                              POWER OF ATTORNEY

We, the undersigned officers and directors of Crompton & Knowles Corporation,
hereby severally constitute and appoint Vincent A. Calarco,
Charles J. Marsden, and John T. Ferguson, II, and each of them
severally, our true and lawful attorneys or attorney, with full
power to them and each of them to execute for us, and in our
names in the capacities indicated below, and to file with the Securities
and Exchange Commission the Annual Report on Form 10-K of Crompton
 & Knowles Corporation for the fiscal year ended December 31, 1994,
 and any and all amendments thereto.

         IN WITNESS WHEREOF, we have signed this Power of Attorney in the
capacities indicated on January 24, 1995.

        Signature                 Title               Signature         Title

Principal Executive
Officer:

                                  Chairman of the
                                  Board, President,
                                  CEO and Director
Vincent A. Calarco                                               Director
                                                            Roger L. Headrick 
Principal Financial                                                         
Officer:

                                  Vice President               Director  
                                  Finance and Director          Leo I. Higdon 
Charles J. Marsden                                                             
                   
Principal Accounting                                                  Director
Officer:                                                    Michael W. Huber  
                                                                            

                                  Treasurer                            Director
Peter Barna                                                 Warren A. Law     
                                                                            

                                  Director                           Director  
James A. Bitonti                                              C. A. Piccolo    
                                          

                                  Director                           Director  
Robert A. Fox                                               Patricia K. Woolf