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 Registration
Statement No.____________ on Form S-8 for The Crompton & Knowles
Corporation Employee Stock Ownership Plan, and any and all
amendments thereto, and to take such other action as such
attorney or attorneys may deem necessary or appropriate in
connection with such Registration Statement.

     IN WITNESS WHEREOF, we have signed this Power of Attorney in
the capacities indicated on April 28, 1998.


     Signature          Title              Signature          Title


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

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

                      Senior Vice President,
                      Chief Financial Officer,  
/s/Charles J. Marsden & Director           /s/Leo I. Higdon, Jr. Director 
   Charles J. Marsden                         Leo I. Higdon, Jr.     

                   
Principal Accounting                       /s/C.A. Piccolo   Director
Officer:                                      C.A. Piccolo 
                        
                   Vice President,
/s/Peter Barna     Finance                /s/Patricia K. Woolf  Director
   Peter Barna                               Patricia K. Woolf
                        


/s/James A. Bitonti  Director
   James A. Bitonti