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
30, 1995, and any and all amendments thereto.

     IN WITNESS WHEREOF, we have signed this Power of Attorney in the
capacities indicated on January 23, 1996.

Signature               Title                Signature          Title

Principal Executive
Officer:
                        Chairman of the
                        Board, President,     /s/Robert A. Fox    Director
/s/Vincent A. Calarco   CEO and Director         Robert A. Fox
   Vincent A. Calarco         


Principal Financial                           /s/Roger L. Headrick  Director   
   Officer:                                     Roger L. Headrick  

                        Vice President
/s/Charles J. Marsden   Finance and Director /s/Leo I. Higdon, Jr.  Director
   Charles J. Marsden                           Leo I. Higdon, Jr.         
                   
Principal Accounting              
Officer:                                      /s/Michael W. Huber    Director  
                                                Michael W. Huber 
/s/Peter Barna         Treasurer                        
   Peter Barna                               /s/C.A. Piccolo         Director  
                                               C.A. Piccolo   

/s/ James A. Bitonti   Director             /s/Patricia K Woolf     Director  
    James A. Bitonti                           Patricia K. Woolf