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 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, CEO     /s/Robert A. Fox     Director
/s/Vincent A. Calarco and Director          Robert A. Fox
   Vincent A. Calarco          

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

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