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 30, 1995
                              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 No. 1-4663

                       Crompton & Knowles Corporation
              (Exact name of registrant as specified in its charter)

         Massachusetts                            04-1218720
(State or other jurisdiction of incorporation or organization)           
(I.R.S. Employer Identification No.)

One Station Place, Metro Center
Stamford, Connecticut                                              06902
(address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code: (203) 353-5400

Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each exchange
          Title of each class                         on which registered 

        Common Stock, $0.10 par value                New York Stock Exchange

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

Indicate by check mark whether the registrant (1) has 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
registrant was required to file such reports), and (2) has 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.      [  ]  

The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed as of February 9, 1996, was $640,834,968.

The number of shares of Common Stock of the registrant outstanding as of
February 9, 1996 was 48,022,079. 

               DOCUMENTS INCORPORATED BY REFERENCE

Annual Report to Stockholders for fiscal year
 ended December 30, 1995                     Parts I, II and IV
Proxy Statement for Annual Meeting of Stockholders
 on April 9, 1996                            Part III