INDEPENDENT AUDITORS' REPORT





The Board of Directors
Crompton & Knowles Corporation:


We have audited the accompanying statements of financial condition of Crompton
& Knowles Corporation Employee Stock Ownership Plan (the Plan) as of December
31, 1995 and 1994, and the related statements of income and changes in plan
equity for each of the years in the three-year period ended December 31, 1995. 
These financial statements are the responsibility of the Plan's management. 
Our responsibility is to express an opinion on these financial statements
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 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 financial statements referred to above present fairly, in
all material respects, the financial position of the Plan as of December 31,
1995 and 1994, and the income and changes in plan equity for each of the years
in the three-year period ended December 31, 1995 in conformity with generally
accepted accounting principles.


                                                                               
                                                /s/ KPMG Peat Marwick LLP


Stamford, Connecticut
March 15, 1996