Exhibit 4.1

                         AMENDMENT TO RIGHTS AGREEMENT



          AMENDMENT, dated as of January 20, 1998, to the Rights Agreement,
dated as of July 20, 1988, as amended March 28, 1991, and October 1, 1992,
(the "Rights Agreement"), between Crompton & Knowles Corporation, a
Massachusetts corporation (the "Company"), and Mellon Bank, N.A., as Rights
Agent (the "Rights Agent").

          The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement.  Pursuant to Section 27 of the Rights
Agreement, the Company and the Rights Agent may from time to time supplement
or amend the Rights Agreement in accordance with the provisions of Section 27
thereof.  All acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms, have been done and performed,
and the execution and delivery of this Amendment by the Company and the Rights
Agent have been in all respects duly authorized by the Company and the Rights
Agent.

          In consideration of the foregoing and the mutual agreements set
forth herein, the parties agree as follows:

          1.  Section 7 (a) (i) shall be deleted in its entirety and replaced
with the following:

          (i) the close of business on August 4, 2008 (the "Final Expiration
Date")

          2.  Section 7(b) shall be deleted in its entirety and replaced with
the following:

          (b) The Purchase Price for each one one-hundredth of a Preferred
Share pursuant to the exercise of a Right shall initially be $800, shall be
subject to adjustment from time to time as provided in Sections 11 and 13
hereof and shall be payable in lawful money of the United States of America in
accordance with paragraph (c) below.

          3.  This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts and
for all purposes shall be governed by and construed with the laws of such
Commonwealth applicable to contracts to be made and performed entirely within
such Commonwealth.

          4.  This Amendment to the Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed an original and all such counterparts shall together constitute but one
and the same instrument.  Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in the Rights
Agreement.

          5.  Except as expressly noted herein, this Amendment to the Rights
Agreement shall not be implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Rights Agreement, all of which are ratified and affirmed in
all respects and shall continue in full force and effect.

          6.  If any term, provision, covenant or restriction of this
Amendment to the Rights Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment to the Rights
Agreement, and of the Rights Agreement, shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.

          7.  This Amendment and the Rights Agreement constitute the entire
agreement among the parties with respect to the subject matter thereof and
supersedes all prior agreements and understandings, both oral and written,
among the parties with respect to such subject matter.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the date and year first written
above.

Attest:                                CROMPTON & KNOWLES CORPORATION

By: /s/Elizabeth K. Krumeich           By: /s/Marvin H. Happel

Attest:                                RIGHTS AGENT

By: /s/Lee Tinto, A.V.P.               By: /s/Tracie Vicki