EXHIBIT 23




                 Consent of Independent Auditors




Board of Directors
Crompton & Knowles Corporation:

We consent to incorporation by reference in this Registration
Statement on Form S-8 of Crompton & Knowles Corporation of: (i)
our report, which includes an explanatory paragraph regarding our
responsibility related to the Company's consolidated statements
of operations, stockholders' equity (deficit) and cash flows for
the year ended December 30, 1995, dated January 29, 1998, and
relates to the consolidated balance sheets of Crompton & Knowles
Corporation and subsidiaries as of December 27, 1997 and December
28, 1996 and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for the two-year
period ended December 27, 1997, which report is incorporated
by reference in the December 27, 1997, annual report on Form 10-K
of Crompton & Knowles Corporation and (ii) our report dated June
23, 1998, relating to the statements of net assets available for
plan benefits of the Crompton & Knowles Corporation Employee
Stock Ownership Plan as of December 31, 1997 and 1996, and the
related statements of changes in net assets available for plan
benefits for the years then ended, and all related schedules,
which report appears in the December 31, 1997, annual report on
Form 11-K of the Crompton & Knowles Employee Stock Ownership
Plan.          

 
                                   /s/KPMG Peat Marwick LLP
                                      KPMG Peat Marwick LLP



Stamford, Connecticut
August 24, 1998