EXHIBIT 24


                            POWER OF ATTORNEY



     We, the undersigned officers and directors of Crompton &
Knowles Corporation, hereby  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 27, 1997, and
any and all amendments thereto.

     IN WITNESS WHEREOF, we have signed this Power of Attorney in
the capacities indicated on January 20, 1998.


Signature             Title               Signature       Title

Principal Executive
Officer:

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



Principal Financial                    /s/Roger L. Headrick  
Officer:                                  Roger L. Headrick Director
                     
                      Sr. Vice President
                      Chief Financial
/s/Charles J. Marsden Officer and     /s/Leo I. Higdon, Jr.
   Charles J. Marsden Director           Leo I. Higdon, Jr. Director
     

           
Principal Accounting                  /s/Michael W. Huber    
Officer:                                 Michael W. Huber Director


/s/Peter Barna        Vice President- /s/C.A.Piccolo
   Peter Barna        Finance            C.A. Piccolo Director

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