EXHIBIT 23



           Independent Auditors' Report and Consent



The Board of Directors and Stockholders
Crompton & Knowles Corporation

Under date of January 27, 1999, we reported on the consolidated
balance sheets of Crompton & Knowles Corporation and subsidiaries
(the Company) as of December 26, 1998 and December 27, 1997, and
the related consolidated statements of operations, stockholders'
equity (deficit) and cash flows for each of the years in the
three-year period ended December 26, 1998, which are incorporated
by reference in this Form 10-K.  In connection with our audits of
the aforementioned consolidated financial statements, we also
audited the related consolidated financial statement schedule
included in this Form 10-K.  This financial statement schedule is
the responsibility of the Company's management.  Our
responsibility is to express an opinion on this financial
statement schedule based on our audit.

In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.

We consent to the incorporation by reference in the registration
statements (Nos. 33-21246, 33-42280, 33-67600 and 333-62429) on
Form S-8 of Crompton & Knowles Corporation of our report, dated
January 27, 1999, relating to the consolidated balance sheets of
Crompton & Knowles Corporation and subsidiaries as of December
26, 1998 and December 27, 1997, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash
flows for each of the years in the three-year period ended
December 26, 1998, which report is incorporated by reference in
the December 26, 1998 Annual Report on Form 10-K of Crompton &
Knowles Corporation.


  
                                /S/KPMG LLP
                                   KPMG LLP

Stamford, Connecticut
March 26, 1999