Cincinnati, Ohio 45209
                    _______________________


          NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                    To be held April 22, 1997


The Annual Meeting of the Shareholders of Cincinnati Milacron
Inc. (the "Company") will be held at the offices of the Company,
4701 Marburg Avenue, Cincinnati, Ohio 45209 on Tuesday, April 22,
1997, at 9:00 A.M., E.D.T., for the following purposes:

1. To elect five directors.

2. To consider and take action upon a proposed 1997 Long-Term
Incentive Plan.

3. To confirm the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year 1997.

4. To transact such other business as may properly come before
the meeting.

The Board of Directors has fixed the close of business on
February 28, 1997, as the record date for determining the
shareholders entitled to notice of and to vote with respect to
this solicitation.

The Annual Report of the Company for the year 1996, containing
financial statements, is enclosed.

          PLEASE MARK, SIGN AND RETURN THE ENCLOSED
               PROXY IN THE ENVELOPE PROVIDED.

                              By order of the Board of Directors,



                              Wayne F. Taylor, Vice President,
                              General Counsel and Secretary


     The date of this Proxy Statement is March 21, 1997.

               Cincinnati Milacron Inc.
               4701 Marburg Avenue
               Cincinnati, Ohio 45209

               _______________________


                    PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 22, 1997

The Proxy Statement is furnished to shareholders on or about
March 21, 1997, in connection with the solicitation by the Board
of Directors of Cincinnati Milacron Inc., a Delaware corporation
(the "Company"), 4701 Marburg Avenue, Cincinnati, Ohio 45209 of
proxies in the accompanying form to be used at the Annual Meeting
of Shareholders to be held on April 22, 1997, and any adjournment
thereof. The shares represented by the proxies received pursuant
to this solicitation and not revoked will be voted at the Annual
Meeting. A shareholder who has given a proxy may revoke it by
voting in person at the meeting, by giving a written notice of
revocation to the Secretary of the Company at the address
indicated above or by giving a later dated proxy at any time
before voting.

If a choice has been specified by a shareholder with respect to
any matter by means of the ballot on the proxy, the shares
represented by such proxy will be voted or withheld from voting
accordingly. If no choice is so specified, the shares will be
voted FOR the election of the nominees for Director set forth on
the proxy, FOR approval of the 1997 Long-Term Incentive Plan, and
FOR confirmation of Ernst & Young LLP as independent auditors of
the Company for the fiscal year 1997.

It is important that your shares be represented at the meeting.
Whether or not you plan to attend the meeting, please sign and
date the enclosed proxy and return it promptly in the
accompanying envelope in order that your shares may be voted at
the meeting.

Shareholders of record of the Company's Common Stock, par value
$1.00 per share ("Common Stock"), and of its 4% Cumulative
Preferred Stock, par value $100 per share ("Preferred Stock"), at
the close of business on February 28, 1997, are entitled to
notice of and to vote at the Annual Meeting and any adjournment
thereof. On that date, there were outstanding 60,000 shares of
Preferred Stock and 39,814,496 shares of Common Stock exclusive
of 108,420 shares of Common Stock held in the treasury of the
Company.

Each share of Preferred Stock is entitled to 24 votes. The
Company's Amended Certificate of Incorporation, subject to
certain exceptions, provides that each share of Common Stock
entitles the holder thereof to ten votes on each matter to be
considered at the meeting, except that no holder shall be
entitled to exercise more than one vote on any such matter in
respect of any share of Common Stock with respect to which there
has been a change of beneficial ownership after February 1, 1994.
Based on the information with respect to beneficial ownership
possessed by the Company at the date of this Proxy Statement, the
holders of more than half of the shares of Common Stock will be
entitled to exercise ten votes per share at the meeting and the
holders of the remainder of the outstanding shares of Common
Stock will be entitled to one vote per share. The actual voting
power of each holder of Common Stock will be based on information
possessed by the Company at the time of the meeting.

Proxy cards, with text printed in black on white stock, are being
furnished to individuals with this Proxy Statement to cover
shares of Common Stock with respect to which the Company's
records show beneficial ownership as of February 1, 1994, or
thereafter. Each of these cards has at the upper center area of
the signature side an indication of the total vote to which the
respective individual holder is entitled.

Shares of Common Stock held of record in the names of banks,
brokers, nominees and certain other entities are covered by Proxy
cards on white stock with a blue stripe. A shareholder who has
been a continuous beneficial owner since February 1, 1994, is
entitled to ten votes for each share of Common Stock PROVIDED the
certification form on the Proxy card with the blue stripe is
completed. If this certification is not completed, a change of
beneficial ownership will, for purposes of this Annual Meeting,
be deemed to have occurred after February 1, 1994, with respect
to all the shares of Common Stock covered thereby, so that the
holder will be entitled to only one vote per share for all such
shares.

For purposes of exercising the pass through voting rights for
participants in the Company's employee benefit plans, each
participant having shares of Common Stock credited to his or her
account will receive a voting direction card on white stock with
a pink stripe to be returned to the Trustee of those benefit
plans with voting instructions.

The holders of shares of Common Stock and Preferred Stock
entitling them to exercise a majority of the total voting power
of the Company's stock, present in person or by proxy, at the
Annual Meeting shall constitute a quorum.

Proxy Solicitation
The expense of printing and mailing proxy material will be borne
by the Company. In addition to the solicitation of proxies by
mail, solicitation may be made by certain Directors, officers and
other employees of the Company in person, by telephone or fax. No
additional compensation to such persons will be paid for such
solicitation.

Arrangements will also be made with brokerage firms and other
custodians, nominees and fiduciaries to forward proxy
solicitation material to certain beneficial owners of the Common
Stock and Preferred Stock, and the Company will reimburse such
brokerage firms, custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred by them in connection
therewith. In addition, the Company has retained D.F. King & Co.,
Inc. to aid in the solicitation of proxies for a fee estimated at
$15,000, plus reasonable out-of-pocket expenses.

                    ELECTION OF DIRECTORS

The shares of the Preferred Stock and the shares of the Common
Stock vote together as a single class for the election of
Directors. The candidates receiving the greatest number of votes
up to the number of directors to be elected will be elected.
Votes withheld on directors as well as broker non-votes will be
counted toward the establishment of quorum, but will have no
effect on the election of directors.

Under the Company's By-Laws, the Board of Directors is to consist
of a number fixed by the Board, and is not to be less than nine
nor more than fifteen members. Currently, the number of Board
members is set at ten, divided among three classes.

The persons named as proxies on the enclosed Proxy card (the
"Proxy Committee") intend to vote (unless authority to do so is
withheld) for the re-election for a three-year term of three
Directors: Darryl F. Allen, James E. Perrella and Harry C.
Stonecipher; and a two year term for two Directors: Barbara
Hackman Franklin and Joseph A. Pichler. The five nominees have
consented to being named as such and to serve if elected.

In the unexpected event that, prior to the election, any one or
more of the nominees shall be unable to serve, the Proxy
Committee will vote for the election of such substitute nominees,
and for such term or terms as the Board of Directors may propose,
and in no event may proxies be voted for more than five
Directors.
The following information is furnished with respect to each
nominee for election as a Director and for each other person
whose terms of office as a Director will continue after the
meeting:
________________________________________________________________
DARRYL F. ALLEN          Member:  Audit Committee 
Director since 1993      Term expires 1997, nominee for           
                         three-year term
Age 53

Mr. Allen is, and has been for more than the past five years,
Chairman, President and Chief Executive Officer of TRINOVA
Corporation, Maumee, Ohio, a world-wide manufacturer and
distributor of engineered components and systems for markets
which include industrial, automotive, aerospace and defense.
Director of TRINOVA Corporation.
________________________________________________________________
NEIL A. ARMSTRONG        Member:  Executive Committee
Director since 1980               Audit Committee
Age 66                   Term expires 1999

Mr. Armstrong is, and has been for more than the past five years,
Chairman of AIL Systems, Inc. (a division of Eaton Corporation),
manufacturer of electronic countermeasure systems. Director of
The CINergy Co., Eaton Corporation, USX Corporation, Thiokol
Corp. and RMI Titanium Co.
________________________________________________________________
BARBARA HACKMAN FRANKLIN Member:  Audit Committee 
Director since 1996               Nominating and Corporate 
Age 56                            Governance Committee
                         Term expires 1997, nominee for two-year
                         term

Ms. Franklin is President and CEO of Barbara Franklin
Enterprises, an international consulting and investment firm, and
has served in that capacity since January, 1995. Prior thereto,
she was an independent director, consultant and lecturer
(1993-1995), and in 1992 she served as the 29th U.S. Secretary of
Commerce. Director of Aetna, Inc., The DOW Chemical Company, AMP
Inc. and MedImmune, Inc.
________________________________________________________________
HARRY A. HAMMERLY        Member:  Audit Committee
Director since 1992               Nominating and Corporate 
Age 63                            Governance Committee
                         Term expires 1998

Mr. Hammerly had served for more than five years, until his
retirement in 1995, as Executive Vice President of 3M Company,
St. Paul, Minnesota, a world-wide manufacturer serving
industrial, commercial, health care and consumer markets.
Director of Apogee Enterprises, Inc., BMC Industries, Inc., Brown
& Sharp Manufacturing Company and The Geon Company.
________________________________________________________________
DANIEL J. MEYER          Member:  Executive Committee
Director since 1985      Term expires 1998
Age 60

Mr. Meyer is, and has been for more than the past five years,
Chairman and Chief Executive Officer of the Company. Director of
Star Banc Corp., The E.W. Scripps Company and Hubbell
Incorporated.
_________________________________________________________________
JAMES E. PERRELLA        Member:  Personnel and Compensation
                                  Committee
Director since 1993               Nominating and Corporate
Age 61                            Governance Committee
                         Term expires 1997, nominee for           
                         three-year term

Mr. Perrella is Chairman, President and Chief Executive Officer
of Ingersoll-Rand  Company, Woodcliff Lake, New Jersey, a
world-wide manufacturer of machinery and equipment for
automotive, construction, energy and general industries, and has
served in that capacity since November 1993.  He was President of
Ingersoll-Rand  Company from 1992 to 1993, and Executive Vice
President from 1982 to 1992.  Director of Becton Dickinson and
Company and Ingersoll-Rand Company.
_________________________________________________________________
JOSEPH A. PICHLER        Member:  Personnel and Compensation
                                  Committee
Director since 1996      Term expires 1997, nominee for two-year  
Age 57                   term

Mr. Pichler is, and has been for more than the past five years,
Chairman of the Board and Chief Executive Officer of The Kroger
Co., a food retailer and manufacturer. Director of The B. F.
Goodrich Company and The Kroger Co.
_________________________________________________________________
RAYMOND E. ROSS          Term expires 1999
Director since 1991
Age 60

Mr. Ross is, and has been for more than the past five years,
President and Chief Operating Officer of the Company.
_________________________________________________________________
DR. JOSEPH A. STEGER     Member:  Executive Committee
Director since 1985               Nominating and Corporate 
Age 60                            Governance Committee
                                  Personnel and Compensation      
                                  Committee
                         Term expires 1998

Dr. Steger is, and has been for more than the past five years,
President, University of Cincinnati.  Director of Crucible
Materials, Inc. and Provident Bancorp, Inc.
_________________________________________________________________
HARRY C. STONECIPHER     Member:  Personnel and Compensation
Director since 1991               Committee
Age 60                   Term expires 1997, nominee for           
                         three-year term

Mr. Stonecipher is President and Chief Executive Officer of
McDonnell Douglas Corporation, a producer of military and
commercial jet aircraft and helicopters as well as missiles,
space launch vehicles, and electronic systems, and has served in
that capacity since September, 1994. He was Chairman, President
and Chief Executive Officer of Sundstrand Corporation, Rockford,
Illinois, from 1991 to 1994. Director of McDonnell Douglas
Corporation, Computer Management Sciences Inc. and Sentry
Insurance Co.

          BOARD OF DIRECTORS AND BOARD COMMITTEES

Compensation and Benefits
The Company compensates Directors, other than Directors who are
also employees of the Company, by payment of an annual retainer
of $25,000 and a fee of $1,500 for each Board and committee
meeting attended and a fee of $1,000 for participation in each
telephone meeting. Chairpersons of the Audit Committee,
Nominating and Corporate Governance Committee and Personnel and
Compensation Committee also receive an annual retainer of $2,000. 
Directors may defer for future payment all or a specified portion
of their compensation, and such deferred compensation earns
interest at certain rates established from time to time by the
Internal Revenue Service, or such compensation may be deferred to
a Company stock account.  In addition, the Directors may elect to
be covered by $100,000 of group term life insurance.

Awards of restricted shares and stock options to Directors are
provided for in the 1994 Long-Term Incentive Plan and the
proposed 1997 Long-Term Incentive Plan. Messrs. Allen, Armstrong,
Hammerly, Perrella, Steger and Stonecipher each received a stock
option grant of 1,000 shares, and Ms. Franklin and Mr. Pichler
each received a grant of 500 shares of restricted stock under the
1994 Plan in fiscal year 1996.

In 1989, the Board of Directors approved the Retirement Plan for
Non-Employee Directors ("Director's Retirement Plan") which
provides benefits for those non-employee Directors who have
vested in the Director's Retirement Plan by serving on the Board
for six years or more.  Non-employee Directors must resign at the
Board Meeting next following his or her seventieth birthday. 
Benefits are for life and are paid monthly beginning on the month
following the Director's seventieth birthday.  An eligible
Director with ten or more years of vested service shall receive
an annual retirement benefit equal to one hundred percent of the
Director's base retainer as of the last day of service. 
Directors having less than ten years vested service receive a
reduced benefit.  Directors whose benefits have vested shall
receive a minimum of thirty-six monthly payments, such payment to
be made to the Director's estate in the event of death prior to
receiving the thirty-six payments.  In the event of a change of
control of the Company, all vested benefits will be paid to the
Directors in one lump-sum payment calculated on a present-value
basis. A change of control includes the acquisition by a person
of 20% or more of the voting power of the Company, the sale of
substantially all of the assets of the Company, or liquidation or
dissolution of the Company, or shareholder approval of certain
mergers or consolidations with other corporations.

Meetings and Committees
The Board of Directors held nine meetings in fiscal year 1996. 
Average attendance by Directors at the aggregate of the Board and
committee meetings was 98%.  No Director attended fewer than 90%
of the aggregate of the meetings of the Board and the committees
on which they served.

The Board of Directors has established four committees with
specific responsibilities.  The Executive Committee is composed
of four members, three non-employee Directors and one employee
Director.  The Committee meets only on call and may exercise, in
the intervals between meetings of the Board, powers of the Board
in the management of the business and affairs of the Company. 
The Committee held one meeting in fiscal year 1996.

The Audit Committee is composed of four non-employee Directors. 
The Committee recommends to the Board of Directors the
appointment of the independent auditors and meets with members of
management, the independent auditors and the internal auditors,
both together and privately, to review the annual financial
statements, audit coverage and results, the adequacy of internal
accounting controls and the quality of financial reporting.  The
Committee also oversees the Company's compliance with its
policies regarding boycotts and questionable payments and
practices.  The Committee held two meetings in fiscal year 1996.

The Personnel and Compensation Committee is composed of four
non-employee Directors. The Committee recommends to the Board of
Directors the compensation of the Chairman and the President,
reviews the compensation of all corporate officers, reviews
management manpower planning and development programs and
administers management incentive programs.  The Committee held
three meetings in fiscal year 1996.

The Nominating and Corporate Governance Committee is composed of
four non-employee Directors. The Committee recommends to the
Board of Directors the names of possible nominees for election to
the Board.  The Committee will consider any recommendation by
shareholders of possible Director nominees submitted in writing
to the Committee in care of the Secretary of the Company no later
than the close of business on the 10th day following the day on
which notice of the date of the Annual Meeting of Shareholders
was mailed.  Biographical data and the proposed nominee's written
consent to be named as a nominee must be included.  The Committee
also recommends the standing and special committees, considers
matters relating to corporate governance, provides the Board with
materials on matters of Board behavior (i.e., ethics and policies
of public concern) and evaluates the performance and
effectiveness of the Board as a whole.  The Committee held three
meetings in fiscal year 1996.

Shareholder Meetings: Conducting Business and Notice
At any meeting of the shareholders, only such business shall be
conducted as shall have been brought before the meeting by or at
the direction of the Board of Directors or by any shareholder who
is entitled to vote with respect thereto and who has given timely
notice thereof in writing to the Secretary of the Company not
later than the close of business on the 10th day following the
day on which notice of the date of the meeting was mailed. Notice
requirements for shareholder proposals at the 1998 Annual Meeting
are provided for on page 16.

          PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table gives information concerning the beneficial
owners of more than five percent of the Company's outstanding
shares of Common Stock and Preferred Stock as of February 28,
1997:

                         Common Stock   



          Beneficial Owner         Shares         Percent of
                                                  Outstanding

                                            
FMR Corporation                    3,463,812      8.68
  82 Devonshire Street
  Boston, MA 02109




                         Preferred Stock     




          Beneficial Owner              Shares       Percent of
                                                     Outstanding

                                               
State Street Bank and Trust Company     11,126       18.54
  P.O. Box 351
  Boston, MA 02101
  Trustee - Cincinnati Milacron 
            Employee Benefit Plans

Chase Manhattan Bank, N.A.              6,962        l1.60
  1 Chase Manhattan Plaza
  New York, NY 10081

PNC Bank, National Association          5,791         9.65
  51 Mercedes Way
  Edgewood, NY 11717

Bank of New York                        4,403         7.34
  One Wall Street
  New York, NY 10286

McDonald & Company Securities, Inc.     3,973         6.62
  2100 Society Building
  Cleveland, OH  44114

Cincinnati Milacron Foundation          3,913         6.52
  Cincinnati, OH 45209 - 
  (D.F. Allen, N.A. Armstrong, 
  R.E. Ross and D.J. Meyer, Trustees)

James A.D. Geier                        3,049(1)      5.08
  529 Dragon Way - Suite 11A
  Cincinnati, OH  45227



Unless otherwise noted, the above-named individuals or entities
have sole voting and investment power.
(1) Mr. Geier' beneficial ownership includes 2,821 preferred
shares held in estates and trusts for the benefit of others with
respect to which Mr. Geier is a fiduciary or has shared voting
power, and with respect to which voting power may be delegated to
the trustee.

SHARE OWNERSHIP OF DIRECTORS AND OFFICERS

Set forth in the following table is the beneficial ownership of
Common Stock and Preferred Stock as of February 28, 1997 for each
of the Directors and of the Officers named in the Summary
Compensation Table.  No Director or Officer owns more than one
percent of the class shown, except as set forth in the footnotes
below.

Name                     Common Shares(1)    Preferred Shares
Darryl F. Allen(2)            8,907                    0
Neil A. Armstrong             6,050                    0
Barbara Hackman Franklin      3,000                    0
Harry A. Hammerly(2)         10,374                    0
Daniel J. Meyer(3)          688,879                  380
James E. Perrella(2)         10,313                    0
Joseph A. Pichler             3,300                    0
Raymond E. Ross             411,199                    0
Joseph A. Steger              5,630                    0
Harry C. Stonecipher          9,500                    0
Ronald D. Brown             141,977                    0
Harold J. Faig              187,088                    0
Alan L. Shaffer             178,475                    0
All Officers and 
 Directors As a Group(4)  2,510,234                  380

(1) The amounts shown include (a) the following shares that may
be acquired within 60 days pursuant to outstanding option grants: 
Mr. Meyer, 523,876 shares, Mr. Ross, 347,532 shares, Mr. Brown,
111,880 shares, Mr. Faig, 151,830 shares, Mr. Shaffer, 133,360
shares, 5,000 shares each for Messrs. Allen, Armstrong, Hammerly,
Perrella, Steger and Stonecipher, 2,000 shares each for Ms.
Franklin and Mr. Pichler and 1,898,686 shares for all Directors
and Officers as a group; (b) shares allocated to participant
accounts under the Company's Performance Dividend and Savings
Plan as of December 31, 1996, according to information furnished
by the Plan Trustee; (c) shares with shared voting or investment
power, and those held by certain members of the individuals'
families as to which beneficial ownership is disclaimed, and (d)
credits of stock units under the Company's deferred compensation
plan as follows: Mr. Meyer, 18,037 units, Mr. Ross, 11,912 units,
Mr. Brown, 6,335 units, Mr. Faig, 7,525 units, and Mr. Shaffer,
7,707 units.

(2) The amounts shown include credits of stock units under the
Company's deferred compensation plan for non-employee Directors
as follows: Mr. Allen, 3,407 units, Mr. Hammerly, 3,771 units and
Mr. Perrella, 1,813 units.

(3) Mr. Meyer's beneficial ownership is 1.73% of the common
shares outstanding.

(4) Directors' and Officers' beneficial ownership as a group is
6.29% of the common shares (22 persons) and .63% of the preferred
shares (1 person) outstanding.

CERTAIN TRANSACTIONS
During fiscal 1996, the Company had outstanding loans to
executive officers under the Company's Employee Stock Loan
Program for the purpose of exercising stock options and
purchasing stock, and paying related withholding taxes due as a
result of such purchases or the lapse of restrictions on
restricted stock, all under the Company's long-term incentive
programs as follows: (1) four loans to D. J. Meyer, Chairman and
Chief Executive Officer summarized as follows: the largest
aggregate amounts of indebtedness outstanding at any time during
said period were $66,357, $48,210, $107,487 and $71,073,
respectively, the current principal balances of such loans at the
end of such period were $61,287, $45,508, $102,259 and $65,678,
respectively, and the loans carry interest rates of 7.91%, 6%,
6.41% and 7.78%, respectively; (2) two loans to Mr. R. E. Ross,
President and Chief Operating Officer summarized as follows: the
largest aggregate amounts of indebtedness outstanding at any time
during said period were $41,442 and $56,081, respectively, the
current principal balances of such loans at the end of such
period were $38,296 and $53,292, respectively, and the loans
carry interest rates of 7.78% and 5.98%, respectively; and (3)
two loans to Mr. A. L. Shaffer, Group Vice President, Industrial
Products summarized as follows: the largest aggregate amounts of
indebtedness outstanding at any time during said period were
$47,239 and $70,090, respectively, the current principal balances
of such loans at the end of such period were $43,653 and $64,931,
respectively, and the loans carry interest rates of 7.78% and
6.45%, respectively.

Stock Loan Programs
The Employee Stock Loan Program, approved by the Board of
Directors of the Company, is applicable to key employees who have
received stock options or grants of restricted stock pursuant to
the Company's Long-Term Incentive Plans. This loan program
provides loans to employees up to the amount due in cash for the
exercise price of the stock options, and/or any required
withholding taxes as a result of exercising such options or the
lapse of restrictions on restricted stock awards. These loans are
to be repaid on terms of regular payments of not more than 10
years unless the related stock is divested by the employee prior
to said time, in which case all amounts owing become payable. The
interest rates for these loans are established from time to time
by the Personnel and Compensation Committee in compliance with
Internal Revenue Service guidelines. The interest rate is the
applicable Federal rate in effect under Section 1274 (d) of the
Internal Revenue Code of 1986, as amended, as of the day in which
the loan is made. As of February 28, 1997, the interest rate was
6.67% per annum.

Annual Retirement Benefits
The calculation of estimated annual retirement benefits under the
Company's regular retirement plan (the "Retirement Plan"), is
based upon years of service and average earnings for the highest
five consecutive years of service. Earnings include all cash
compensation, including amounts received or accrued under the
Short-Term Management Incentive Program, but exclude benefits or
payments received under Long-Term Incentive Plans or any other
employee benefit plan. The Retirement Plan is non-contributory
and limits the individual annual benefit to the maximum level
permitted under existing law. The credited years of service under
the Retirement Plan for the executive officers named in the
Summary Compensation Table set forth below are:  27 for Mr.
Meyer, 28 for Mr. Ross, 16 for Mr. Brown, 30 for Mr. Faig and 24
for Mr. Shaffer.  Directors who are not officers or employees of
the Company are not eligible to participate in the Retirement
Plan, but are eligible to participate in the Director's
Retirement Plan described above.

The table below shows examples of pension benefits which are
computed on a straight life annuity basis before deduction of the
offset provided by the Retirement Plan, which depends on length
of service and is up to one-half of the primary Social Security
benefit:




Highest Consecutive                       Estimated Annual Pension for    
Five-Year                                 Representative Years of Credited Service    
Average Compensation     10       15        20         25        30    35 or More
     
                                                     
$  100,000           $ 15,000 $  22,500 $  30,000  $  37,500 $  45,000  $  52,500
   250,000             37,500    56,250    75,000     93,750   112,500    131,250*
   500,000             75,000   112,500   150,000*   187,500*  225,000*   262,500*
   750,000            112,500   168,750*  225,000*   281,250*  337,500*   393,750*
 1,000,000            150,000*  225,000*  300,000*   375,000*  450,000*   525,000*
 1,250,000            187,500*  281,250*  375,000*   468,750*  562,500*   656,250*
 1,500,000            225,000*  337,500*  450,000*   562,500*  675,000*   787,500*
 





     
*Under existing law, payments of annual benefits in excess of
$125,000 may not be made by the Retirement Plan, but may be paid
directly by the Company as described in the following paragraph.

In an effort to attract and retain experienced executives, the
Board of Directors approved a program wherein certain officers
are guaranteed annual pensions of not less than 52.5% and not
more than 64.5% of their highest average pay in a consecutive
five-year period (subject to deduction of one-half of the primary
Social Security benefit and benefits, if any, from prior
employers). Other officers are entitled upon retirement to a
pension benefit of not less than that to which they normally
would be entitled under the Retirement Plan if there were no cap
under existing law and not more than 60% of their highest average
pay in a consecutive three-year period. In both cases, such
pensions include an amount payable under the Retirement Plan and
are not subject to the maximum limitation imposed on qualified
plans such as the Retirement Plan.

               PERSONNEL AND COMPENSATION COMMITTEE
               REPORT ON EXECUTIVE COMPENSATION

To Our Shareholders
The Company's Personnel and Compensation Committee of the Board
of Directors (the "Committee") annually reviews and recommends to
the full Board compensation levels for the officers of the
Company.  The Committee consists entirely of Board members who
are not employees of the Company.

The Committee's primary objective in establishing compensation
opportunities for the Company's officers is to support the
Company's goal of maximizing the value of shareholders' interest
in the Company.  To achieve this objective, the Committee
believes it is critical to:

     - Hire, develop, reward and retain the most competent
executives, and to provide compensation opportunities for
executives which are competitive in the marketplace, which
includes companies in the Performance Graph on page 13 for the
S&P 500 and the S&P Machinery Diversified Indexes.

     - Encourage decision-making that enhances shareholder value. 
The Committee believes that this objective is promoted by
providing short-term and long-term incentive opportunities that
are tied to performance measures which are payable in cash and/or
shares of Company stock.

     - Provide incentive opportunities which link corporate
performance and executive pay.  The Committee believes in paying
executives competitive levels of incentive compensation when
annual results add economic value (EVA) to the Company and
corporate financial performance expectations are met.

     - Promote a close identity of interests between management
and the Company's shareholders by rewarding positive results
through the payment of Company stock when appropriate.

The Committee reviews the compensation for all corporate
officers, including the individuals whose compensation is
detailed in the proxy statement.  This review is designed to
ensure consistency throughout the compensation process.  The
Committee makes all decisions pertaining to the determination of
the Company's executive compensation plans which promote the
objectives detailed above.  The Committee believes that the
Company's current compensation programs support the Company's
business mission and contribute to the Company's financial
success.  The Committee considers the entire pay package when
establishing each component of pay.

The Omnibus Budget Reconciliation Act of 1993 added Section
162(m) to the Internal Revenue Code of 1986, as amended.  Section
162(m) generally denies a publicly held corporation, such as the
Company, a federal income tax deduction for compensation in
excess of $1 million per year paid or accrued for each of its
chief executive officer and four other most highly compensated
executive officers.  Certain "performance based" compensation is
not subject to the limitation of deductibility provided that
certain stockholder approval and independent director
requirements are met.  The Committee takes into account Section
162(m) of the Internal Revenue Code while reviewing its policies
with respect to the qualifying compensation paid to its executive
officers.

                    COMPONENTS OF COMPENSATION

Base Salary
The Committee annually reviews each officer's base salary.  The
factors which influence Committee determinations regarding base
salary include:  job performance, level of responsibilities,
breadth of knowledge, prior experience, comparable levels of pay
among executives at regional and national market competitors,
which includes selected companies in the Performance Graph on
Page 13 for the S&P 500 and the S&P Machinery Diversified
Indexes, and internal pay equity considerations.  Base pay data
is compared with survey information compiled by independent
compensation consulting firms.  Increases to salary levels are
driven by individual performance.  Base salaries are targeted at
the market average, after adjusting for company size.

Annual Incentive Compensation
The Company's officers, including the CEO, are eligible for an
annual cash bonus under its Short-Term Management Incentive Plan. 
The corporate and business unit performance measures for bonus
payments are based on Economic Value Added (EVA) whereby return
on capital must exceed the cost of capital, thereby enhancing
shareholder value at the corporate and/or business unit levels. 
The Committee, where appropriate and when EVA is achieved, also
considers in its decision to award any annual cash bonus, the
accomplishment of financial objectives as well as non-financial
performance.

The Short-Term Management Incentive Plan provides a balance
between the short-term financial goals and long-term objectives
of the Company.  A corporate EVA bonus was paid for 1996 and each
of the officers named in the Summary Compensation Table received
bonuses.  In addition, certain business units also earned their
EVA and officers specifically responsible for these operations
received bonuses.

Annual incentive compensation is targeted to the median of the
companies surveyed.

Long-Term Incentive Compensation
The 1994 Long-Term Incentive Plan was approved by the
shareholders and provides for a performance award of 25% of base
salary if 50% of the maximum corporate EVA is achieved under the
Short-Term Incentive Plan.  In 1996, EVA exceeded the 50%
threshold and payments under the plan were made.  If a
participant elects to defer the performance award into a Company
Stock account, payable upon retirement or termination, an equal
number of shares of restricted stock, with restrictions which
lapse in three years, will be set aside.  Each of the officers
named in the Summary Compensation Table elected to defer his
performance award.

Under the 1994 Long-Term Incentive Plan, stock options were
granted to the Company's key employees including its officers. 
Current stock holdings of the officers are not considered when
stock options are granted.  Stock options granted are designed to
align the interests of executives with those of the shareholders. 
Based upon a review by independent consultants, stock options
were granted at the medium range of the peer group with an
exercise price equal to the market price of the Common Stock on
the date of grant and vest over five years.  This approach was
designed to focus executives on the creation of shareholder value
over the long term since the full breadth of the compensation
package cannot be realized unless stock price appreciation occurs
over a number of years.

CEO Compensation
The compensation of the CEO reflects the same elements as those
used in determining the compensation of other corporate officers.
The Committee also considers the leadership and effectiveness of
the CEO in offering direction and strategic planning for the
Company and in dealing with major corporate problems and
opportunities.  The CEO's base salary in 1996 was increased in
conjunction with the synergistic integration of recent
acquisitions into the Company's growth and earnings from the
plastics machinery and industrial products businesses, the
positioning of the Company's machine tool business for growth and
profitability and the overall improvement of the Company's
profitability and prospects for continued growth.

In accordance with the respective terms of the Short-Term
Incentive Plan, a bonus of $631,800 was paid for 1996.  A payment
of $151,874 was made under the 1994 Long-Term Incentive Plan
since corporate EVA exceeded the 50% threshold.  Mr. Meyer
elected to defer his Performance Award into a Common Stock
account and received a like number of shares of Restricted Stock.

Mr. Meyer received stock options for 60,000 Shares under the 1994
Long-Term Incentive Plan, the grant of which was made on the
basis of market practice as determined by independent
consultants, as described above.

                    The Personnel and Compensation Committee

                    James E. Perrella

                    Joseph A. Pichler
                    
                    Joseph A. Steger

                    Harry C. Stonecipher


                               
                              Summary Compensation Table
                                    Annual Compensation(1)       Long Term Compensation                             
                                                             Other          Awards         Payouts                            
                                                            Annual Restricted  Stock    LTIP    All Other
Name       Principal Position      Year  Salary    Bonus    Comp.Stock      Options  Payouts   Comp.
___________________________________________________________________________________________________________
                                                                
D.J. Meyer  Chief Executive Officer 1996   $615,000 $631,800 -  $157,077(2) 60,000   $0    $151,874(3)
            Chief Executive Officer 1995    565,117  582,500 -   143,685    60,000    0     140,030 
            Chief Executive Officer 1994    511,404  533,000 -   121,603    60,000    0     125,656

R.E. Ross   Chief Operating Officer
             and President          1996   $420,000 $260,000 -  $103,439(2) 40,000   $0    $100,013(3)
            Chief Operating Officer  
             and President          1995   $369,042 $220,000 -    93,884    40,000    0     91,492
            Chief Operating Officer
             and President          1994    354,072  201,000 -    81,440    40,000    0     84,155

A.L. Shaffer
            Group Vice President    1996   $264,600 $169,871 -   $67,588(2) 25,000   $0    $65,349(3)
            Group Vice President    1995    242,670  156,163 -    61,645    25,000    0     60,063
            Group Vice President    1994    216,600  124,680 -    51,318    20,000    0     53,029

H. J. Faig  Group Vice President    1996   $264,600 $146,089 -   $67,588(2) 25,000   $0    $65,349(3)
            Group Vice President    1995    241,336  154,430 -    60,950    25,000    0     59,397 
            Group Vice President    1994    200,592  126,600 -    47,972    20,000    0     49,571

R.D. Brown  Vice President-Finance  1996   $226,800 $145,600 -   $57,939(2) 25,000   $0    $56,020(3)
            Vice President-Finance  1995    193,844  124,471 -    49,131    25,000    0     47,874 
            Vice President-Finance  1994    169,653  101,760 -    41,278    20,000    0     42,654 
    
____________________________________________________________________________________________________________


(1) Includes amounts earned in fiscal year. 

(2) On February 7, 1997, the Committee made awards of restricted
stock, pursuant to the 1994 Long-Term Incentive Plan, for the
1996 fiscal year. Mr. Meyer was awarded 6,756 shares; Mr. Ross
was awarded 4,449 shares; Mr. Shaffer was awarded 2,907 shares;
Mr. Faig was awarded 2,907 shares; and Mr. Brown was awarded
2,492 shares. The value of these shares is based on a Fair Market
Value of $23.25 (FMV on the date of the grant). 

(3) Represents aggregate market value of shares of Common Stock
of the Company awarded as a result of the achievement of the
performance goals specified in the Company's 1994 Long-Term
Incentive Plan. The shares are deferred until the earlier of the
officers' retirement or termination from the Company. Mr Meyer
received 6,756 deferred shares; Mr Ross received 4,449
deferred shares; Mr. Shaffer received 2,907 deferred shares; Mr.
Faig received 2,907 deferred shares; and Mr. Brown received 2,492
deferred shares. Aggregate market value is based on a
Fair Market Value of $22.48 (two-month average following
year-end).

Note: The total number of restricted shares held by the listed
officers and the aggregate market value at December 27, 1996 are
as follows: Mr. Meyer held 11,030 shares valued at $242,660; Mr.
Ross held 7,296 shares valued at $160,512; Mr. Shaffer held 4,694
shares valued at $103,268; Mr. Faig held 4,517 shares valued at
$99,374; and Mr. Brown held 3,758 shares valued at $82,676.
Dividends are paid on the restricted shares at the same
time and the same rate as dividends paid to the shareholders on
unrestricted shares.  Aggregate market value is based on a Fair
Market Value of $22.00 at December 27, 1996.


               Option Grants in Last Fiscal Year Table
                    Black-Scholes Option Pricing Model

                                    % of Total
                                    Options                                   Grant Date
                 Options            Granted to         Exercise    Expiration Present
Name            Granted(1)          Employees(2)       Price(3)       Date    Value(4)

_____________   _________________   _________________ ___________   __________ _________
                                                                

D.J.Meyer       60,000              9.74%              $25.75        2/14/06   $765,000
R.E.Ross        40,000              6.49                25.75        2/14/06    510,000
A.L.Shaffer     25,000              4.06                25.75        2/14/06    318,750
H.J.Faig        25,000              4.06                25.75        2/14/06    318,750
R.D.Brown       25,000              4.06                25.75        2/14/06    318,750
_________________________________________________________________________________________

(1) Up to 25% of each stock option grant may be exercised two
years following the date of grant and an additional 25% may be
exercised in each subsequent year. The purchase price per share
of common stock covered by an option is 100% of the fair market
value on the grant date. Options expire 10 years after date of
grant. In the event of a "change in control" of the Company, all
outstanding stock options become immediately exercisable in full,
all restricted stock becomes unrestricted and all outstanding
performance unit awards become immediately payable in full.
(2) Based on 616,000 options granted to all employees (626,800
less 10,800 options cancelled related to the 1996 grant).         
(3) Fair market value on the date of grant.                      
(4) Black-Scholes Assumption Disclosure:
The estimated grant date present value reflected in the above
table is determined using the Black-Scholes model. The material
assumptions and adjustments incorporated in the Black-Scholes
model in estimating the value of the options include the
following:
- - - An exercise price on the option of $25.75, equal to the fair
market value of the underlying stock on the date of grant;
- - - An option term of 10 years;
- - - An interest rate of 5.81% that represents the interest rate on
a U.S. Treasury security on the  date of  grant with a maturity
date corresponding to that of the option term;
- - - Volatility of 37.781% calculated using daily stock prices for
the one-year period prior to the grant date;
- - - Dividends at the rate of $0.36 per share representing the
annualized dividends paid with respect to a share of common stock
at the date of grant;
The ultimate values of the options will depend on the future
market price of the Company's stock, which cannot be forecast
with reasonable accuracy. The actual value, if any, an optionee
will realize upon exercise of an option will depend on the excess
of the market value of the Company's common stock  over  the
exercise price on the date the option is exercised.



                    Aggregated Option Exercises in Last Year 
                     and Fiscal Year-End Option Values Table      
        

                                                 Number of Securities            Value(1) of 
              Number of                          Underlying Unexercised Option      Unexercised,In-the-Money 
        Shares Acquired       Value             at Fiscal Year-End          Options Held at Fiscal Year-End
Name     on Exercise        Realized      Exercisable      Unexercisable     Exercisable      Unexercisable
___________________________________________________________________________________________________________ 
                                                                      

D.J.Meyer   5,500         $   29,472   298,876           165,000         $1,943,994      $78,750 
R.E.Ross    2,528             17,443   197,532           110,000          1,571,551       52,500 
A.L.Shaffer     0                  0    45,360            65,000            167,013       32,813 
H.J.Faig    1,340             10,418    63,830            65,000            426,291       32,813 
R.D.Brown       0                  0    27,080            65,000            141,400       32,813
__________________________________________________________________________________________________________ 

(1) Based on a fair market value of company stock on December 27,1996, of $22.00.


                    PERFORMANCE GRAPH
     COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN(*)
CINCINNATI MILACRON INC., S&P 500 AND S&P MACHINERY INDEX         
        
(DIVERSIFIED)



                    (Graph)


                         12/91    12/92    12/93    12/94   12/95    12/96

Cincinnati Milacron       100      143.68   194.64   212.27  239.07  202.44
S&P 500                   100      107.61   118.41   120.01  164.95  202.73
S&P Machinery             100      102.04   151.07   147.08  181.47  226.06
Index (Diversified)

(*) Total return assumes reinvestment of dividends on a quarterly
basis and market returns are adjusted for spin-offs and other special
dividends for both the registrant and the peer group companies.


                     PROPOSAL TO APPROVE THE
                    1997 LONG-TERM INCENTIVE PLAN

The Board of Directors and the Personnel and Compensation
Committee (the "Committee") have continued to review the
Company's compensation programs and have concluded that it is
desirable for the shareholders to adopt the 1997 Long-Term
Incentive Plan (the "Plan"). The shareholders approved long-term
incentive plans in 1979, 1982, 1984, 1987, 1991 and  1994. The
Board of Directors believes that these programs have proven
beneficial to the Company and have advanced its interests in
attracting and retaining outstanding management personnel and
motivating key employees. For the Plan to be effective, it must
be approved by a majority of the shareholders present, either in
person or by proxy, and entitled to vote.

The essentials of the Plan are outlined below. The full text of
the Plan appears as Exhibit A to this proxy statement, and the
following outline is qualified in its entirety by reference to
such text.

Awards

Recipients of awards are approved by the Committee and are
limited to key employees of the Company or its subsidiaries who
are in a position to make a major contribution to the long-term
success of the Company. Non-Employee Directors may receive up to
2,000 shares of restricted stock every three years and will
receive 2,000 non-qualified stock options each year that the Plan
is in place. The forms of award that may be granted under the
Plan are as follows:

(a) Non-Qualified Stock Options ("NQSO's"). These options are the
same as the stock options granted under the 1994 plan. NQSO's
expire ten years after the date of grant. The purchase price per
share of common stock covered by NQSO's will not be less than
100% of fair market value on the date of grant. The purchase
price of common stock covered by a stock option is payable in
cash, by tendering shares of common stock already owned by the
employee or non-employee director, through financing provided by
the Company under its Key Employee Stock Option Loan Program or
otherwise or any combination of the foregoing.  The maximum
number of shares subject to an option (including incentive stock
options) that may be granted to a participant in one year is
100,000.
(b) Incentive Stock Options ("ISO's").  These options are the
same as the ISO's granted under the 1994 Plan.  An employee may
receive a stock option in the form of an ISO up to the maximum
fair market value at date of grant as established by the Internal
Revenue Code of 1986, as amended (the "Code") (which is currently
$100,000 first becoming exercisable in a calendar year). ISO's
expire within ten years after the date of grant. The purchase
price per share of common stock covered by ISO's is 100% of the
fair market value of a share of common stock on the date ISO's
are granted. The methods of purchase are the same as with NQSO's.

(c) Restricted Stock Awards. These Awards are the same as the
Restricted Stock Awards granted under the 1994 Plan.  These are
awards of common stock granted to a participant without the
payment of any cash consideration by the participant, but which
are held by the Company and subject to a 3-year restriction
against selling, encumbering or disposing of the shares. Except
in the case of death, retirement or disability of a participant
or an exception made by the Committee, restricted stock awards
are subject to forfeiture if the participant ceases to be in the
employ of the Company or its subsidiaries or ceases to be a
non-employee director of the Company during a specified period of
time.

(d) Performance Share Grants.  Performance share grants will be
grants of restricted stock and the contingent right to receive
cash.  The lapsing of restrictions on the restricted stock and
the payment of cash, if any, will be contingent upon the
appreciation of earnings per share during each performance
period. Threshold, target and maximum attainment levels for
earnings per share growth will be established for each
performance period.  If the threshold, target or maximum growth
in earnings per share is achieved at the end of the performance
period, the participant receives the value of the original
performance share grant times a predetermined multiple. Below are
the threshold, target and maximum levels of attainment and their
corresponding multiples for the initial performance period.

Earnings Per Share Growth               Attainment
(Compounded Annually)                      Level        Multiple
     Less than 12%                                      0 
     At least 12%, but less than 15%      Threshold     100%
     At least 15%, but less than 18%      Target        150%
     Equal to or greater than 18%         Maximum       200%
Payment for attaining the threshold level will be the lapse of
restrictions on the restricted stock.  Payment for amounts earned
in excess of the threshold level will be in cash.  Participants
who complete at least one full year of a performance period but
cease employment upon death, retirement or disability prior to
the end of a performance period will receive a prorated payment
for the amount of time they remain an employee. The maximum
number of shares that may be granted as Performance Share Grants
to a participant in any one year is 100,000.

Administration, Participation and Shares Awarded

The Plan is administered by the Committee. No member of the
Committee shall be eligible for participation in the Plan except
as stated in "Awards" above. It is anticipated that approximately
210 employees will participate in this Plan. This includes
Messrs. D. J. Meyer, R. E. Ross, A. L. Shaffer, H. J. Faig and R.
D. Brown, and includes 9 other executive officers as a group. It
is anticipated that options for approximately 550,000 shares of
common stock will be granted in 1997.  It is also anticipated
that restricted stock awards for approximately 220,000 shares of
common stock will be awarded in 1997. A maximum of 2,000,000
shares of common stock in the aggregate may be delivered or
awarded pursuant to the Plan. Shares subject to restricted stock
awards, other than those awarded to officers and directors of the
Company, which are forfeited or unearned and shares subject to
options which expire or terminate shall be available for future
awards.

Adjustments

If there is a change in the capital structure of the Company
because of any stock dividend or split, recapitalization, merger,
consolidation or other similar corporate change or any
distribution to common shareholders other than a cash dividend,
the Committee shall make such adjustment as, in its discretion,
it deems equitable in the maximum number of shares issuable under
the Plan, the number of outstanding stock options and the option
price and the performance awards and shares of restricted stock.

Amendments and Termination

The Board of Directors may terminate or amend the Plan in whole
or in part provided it does not adversely affect any rights or
obligations with respect to awards which have been made under the
Plan. Unless approved by shareholders, the Board of Directors may
not (1) increase the total number of shares reserved for grant
pursuant to the Plan (other than the provisions in "Adjustments"
above), (2) change the class of employees eligible to be
participants, (3) decrease the minimum option prices stated in
the Plan, (4) extend the maximum period during which stock
options may be exercised, or (5) reduce the restriction period
for restricted stock awards.

Change of Control

In the event of a change of control of the Company (as defined in
the Plan), (1) all of the time periods relating to the exercise
or realization of awards of stock options, performance share
grants or restricted stock, will be accelerated, and (2)
performance share grants eligible to be earned will be payable in
full in cash at the maximum attainment level.

Tax and Accounting Consequences

The federal income tax consequences and accounting treatment with
respect to awards under the Plan differ depending on the form of
award.

(a) An individual receiving an NQSO award under the Plan will not
be in receipt of taxable income under the Code and regulations
thereunder on the date of grant of the option. An individual will
generally recognize ordinary compensation income at the time the
option is exercised in the amount that the fair market value of
the shares on the date of exercise exceeds the option price. The
Company will be entitled to a deduction at the time and in the
amount that ordinary compensation income is recognized by the
individual. The disposition of shares acquired upon exercise of
an NQSO will generally result in a capital gain or loss for the
optionee but will have no income tax consequences for the
Company.

(b) An individual receiving an ISO award under the Plan will not
be in receipt of taxable income upon the grant of the option or
at the time of exercise of the option. The individual will have a
gain taxed at capital gain rates when he sells the shares, if he
holds the shares for at least one year after the ISO is exercised
and he sells the shares at least two years after the grant of the
option. If the individual sells the shares before that time, the
individual will recognize ordinary compensation income at the
time of sale in amounts determined under the rules of the Code
and the balance of any gain and any loss will be treated as a
capital gain or loss. The Company will not be entitled to a
deduction in connection with the exercise of an ISO or thereafter
except that the Company will be entitled to a deduction equal to
any ordinary compensation income so recognized by the individual.

(c) Under current accounting principles, neither the grant nor
exercise of stock options result in any charge to the Company's
earnings. Options outstanding, if dilutive, will be a factor in
determining earnings per share under currently effective
accounting rules. However, under recently adopted, but not yet
effective rules, outstanding options, if dilutive, would not be a
factor in determining "basic earnings per share", but would be a
factor in determining "diluted earnings per share".

(d) With respect to restricted stock awards, an individual may
elect under Section 83(b) of the Code to include, as compensation
income, the fair market value of the shares at the time of grant
(determined without regard to any restrictions that will lapse).
If the election is not made, the individual will have
compensation income at the end of the restriction period equal to
the fair market value of the shares at that time. The Company
will receive a corresponding deduction at the same time and in
the same amount as the individual has income.

(e) An individual will recognize income upon the actual payment
of stock or cash pursuant to Performance Share Grants and the
Company will receive a corresponding deduction at the same time
and in the same amount as the individual has income.

(f) Under current accounting rules, the fair market value of
restricted stock as of the grant date as well as any cash
payments pursuant to Performance Share Grants result in
compensation expense which will be charged to the company's
earnings.

THE BOARD OF DIRECTORS RECOMMENDS "FOR" the proposal to approve
the Cincinnati Milacron 1997 Long-Term Incentive Plan
                    INDEPENDENT AUDITORS

The Board of Directors has appointed Ernst & Young LLP as
independent auditors of the Company and its subsidiaries for the
fiscal year 1997.

While there is no legal requirement that the selection of
auditors be submitted to a vote of the shareholders, such
procedure has been recommended by the Board of Directors because
it believes that the selection of auditors is of sufficient
importance to justify shareholder ratification. In the event that
the shareholders do not confirm the selection, the Board of
Directors will reconsider its selection. Confirmation of the
appointment will require the affirmative vote of the holders of
shares of the Common Stock and the Preferred Stock entitled to
cast a majority of the total number of votes represented by the
shares of such stock, voting together as a single class.

               THE BOARD OF DIRECTORS RECOMMENDS THAT
          THE SELECTION OF ERNST & YOUNG LLP BE CONFIRMED

                    SHAREHOLDER PROPOSALS FOR THE
               1998 ANNUAL MEETING OF SHAREHOLDERS

In order for shareholder proposals for the 1998 Annual Meeting of
Shareholders to be eligible for inclusion in the Company's proxy
material, they must be received by the Company at its principal
office in Cincinnati, Ohio, prior to November 21, 1997.

                         OTHER MATTERS

The Board of Directors does not intend to present any other
business at the meeting and knows of no other matters which will
be presented. However, if any other matters come before the
meeting, it is the intention of the persons named as proxies to
vote in accordance with their judgment on such matters.

                    By order of the Board of Directors
                    CINCINNATI MILACRON INC.

                    Wayne F. Taylor
                    Vice President, General Counsel and Secretary

Cincinnati, Ohio
March 21, 1997 

Exhibit A
CINCINNATI MILACRON INC.
1997 Long-Term Incentive Plan
Section 1. GENERAL PROVISIONS

1.1 Purposes

The purposes of the 1997 Long-Term Incentive Plan (the "Plan") of
Cincinnati Milacron Inc. (the "Company") are to promote the
interests of the Company and its shareowners by (i) helping to
attract and retain individuals of outstanding ability; (ii)
strengthening the Company's capability to develop, maintain and
direct a competent management team; (iii) motivating key
employees by means of performance-related incentives; (iv)
providing incentive compensation opportunities which are
competitive with those of other major corporations; and (v)
enabling such individuals to participate in the long-term growth
and financial success of the Company.

1.2 Definitions

"Affiliate" - means any corporation or other entity which is not
a Subsidiary but as to which the Company possesses a direct or
indirect ownership interest and has power to exercise management
control.

"Award" - means a Stock Option grant, a Restricted Stock grant
and/or a Performance Share Grant under the Plan.

"Board of Directors" - means the board of directors of the
Company.

"Code" - means the Internal Revenue Code of 1986, as it may be
amended from time to time.

"Committee"- means those members of the Personnel and
Compensation Committee of the Board of Directors who qualify as

"Non-Employee Directors" pursuant to Rule 16b-3(b)(3) issued
under the Exchange Act and who qualify as outside directors
pursuant to Code Section 162(m) and any regulations issued
thereunder.

"Common Stock" - means the common shares of the Company.

"Corporation"- means the Company, its divisions, Subsidiaries and
Affiliates.

"Director" - means a member of the Board of Directors of the
Company.

"Disability Date" - means the date on which a Participant is
deemed disabled under the employee benefit plans of the
Corporation applicable to the Participant.

"Earnings Per Share" - shall mean earnings from continuing
operations before extraordinary items and cumulative effect of
changes in methods of accounting, but including or excluding any
income or expense items which, in the opinion of the Committee,
are properly includable or excludable in the determination of
earnings within the intent of the Plan, reduced by the preferred
dividend requirement, divided by the number of common share used
to calculate "basic earnings per share" as that term is defined
in Statement of Financial Accounting Standards No. 128. In the
event that generally accepted accounting principles for the
calculation of Earnings Per Share change during the term of a
Performance Period, the number of common shares used to calculate
Earnings Per Share at the beginning and end of the Performance
Period shall be determined by a method, to be chosen at the
Committee's discretion, which shall be applied consistently
throughout the Performance Period.

"Employee" - means any salaried employee of the Corporation.

"Exchange Act" - means the Securities Exchange Act of 1934, as
amended.

"Fair Market Value" - means the average of the high and low
prices of the Common Stock on the date on which it is to be
valued hereunder, as reported for New York Stock
Exchange-Composite Transactions, or if there were no sales of
Common Stock on that day, the next preceding day on which there
were sales.

"Incentive Stock Options" - means Stock Options which constitute
"incentive stock options" under Section 422 (or any successor
section) of the Code.

"Initial Performance Period" - shall mean the Performance Period
beginning December 29, 1996

"Non-Employee Director" - means a Director who is not an
Employee.

"Non-Qualified Stock Options"- means Stock Options which do not
constitute Incentive Stock Options.

"Participant" - means an Employee who is selected by the
Committee to receive an Award under the Plan.

"Performance Cycle" - means a fiscal year of the Company in which
this Plan is in effect.

"Performance Period" - shall mean the three year period following
the beginning of the fiscal year in which the Performance Share
Grant is awarded.

"Performance Share Grant" - shall mean a number of shares of
Restricted Stock granted to the Participant at the beginning of a
Performance Period that ranges from 33% to 100%, as determined by
the Committee, of the Participant's base earnings during the year
of award divided by the average of the closing prices per share
of Common Stock during the month immediately preceding the
Performance Period.

"Performance Share Multiple" - shall mean a percentage of 0%,
100%, 150% or 200% which, when multiplied by the Performance
Share Grant, results in the final number of Performance Shares
Earned by the Participant for a specific Performance Period.

"Performance Shares Earned" - shall mean the product of the
Performance Share Multiple multiplied by the Performance Share
Grant.

"Restricted Period"- means the period of up to three (3) years
selected by the Committee during which a grant of Restricted
Stock may be forfeited to the Company.

"Restricted Stock" - means shares of Common Stock contingently
granted to a Participant under Sections 3, 4 or 5 of the Plan.

"Retirement Date" - means the actual date of retirement from the
Company (i) for those Participants who have attained age 55 and
have at least ten Years of Credited Service (as that term is
defined in the Cincinnati Milacron Retirement Plan); or, (ii) as
may be determined under a temporary early retirement program.

"Stock Options"- means an Incentive Stock Option and/or a
Non-Qualified Stock Option granted under Section 2 of the Plan.

"Subsidiary"- means any corporation in which the Company
possesses directly or indirectly fifty percent (50%) or more of
the total combined voting power of all classes of its stock.

"Total Growth Rate" - shall mean the percentage increase in
Earnings Per Share for threshold, target and maximum levels of
attainment in the third year of the Performance Period divided by
the Earnings Per Share in the year immediately prior to that
Performance Period, and will be the result of the annual compound
growth rate over the three year Performance Period.

1.3 Administration

The Plan shall be administered by the Committee, which shall at
all times consist of three or more members. The Committee shall
have sole and complete authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the
operation of the Plan as it shall from time to time deem
advisable, and to interpret the terms and provisions of the Plan.
The Committee's decisions are binding upon all parties.

1.4 Eligibility

All Employees who have demonstrated significant management
potential or who have contributed in a substantial measure to the
successful performance of the Corporation, as determined by the
Committee, are eligible to be Participants in the Plan. Also, in
instances where another corporation or other business entity is
being acquired by the Company, and the Company has assumed
outstanding employee option grants and/or the obligation to make
future or potential grants under a prior existing plan of the
acquired entity, adjustments are permitted at the discretion of
the Committee subject to Section 1.5(a) below. Awards to
Employees are made at the discretion of the Committee.
Non-Employee Directors shall also participate pursuant to Section
5 herein.

1.5 Shares Reserved

(a) There shall be reserved for grant pursuant to the Plan a
total of 2,000,000 shares of Common Stock. In the event that (i)
a Stock Option expires or is terminated unexercised as to any
shares covered thereby, or (ii) Restricted Stock grants, other
than those to the Company's officers and Non-Employee Directors,
are forfeited or unearned for any reason under the Plan, such
shares shall thereafter be again available for grant pursuant to
the Plan.

(b) In the event of any change in the outstanding shares of
Common Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off, combination or
exchange of shares or other corporate change, or any
distributions to common shareholders other than cash dividends,
the Committee shall make such substitution or adjustment, if any,
as it deems to be equitable, as to the number or kind of shares
of Common Stock or other securities granted or reserved for grant
pursuant to the Plan, the number of outstanding Stock Options and
the option price thereof, and the number of payable Performance
Share Grants and shares of Restricted Stock.

1.6 Change of Control

A "Change of Control" shall be deemed to have occurred if and
when (a) any person (as such term is defined in Section 13(d) of
the Exchange Act), corporation or other entity, which theretofore
beneficially owned securities representing less than twenty
percent of the voting power of the Company in the election of
directors, acquires, in a transaction or series of transactions,
outstanding securities of the Company when, added to the voting
power previously held, entitles such person to exercise more than
twenty percent of the total voting power of the Company in the
election of directors (the formation of a syndicate or group of
existing shareholders not being deemed to constitute such an
acquisition); (b) the Board of Directors (or, if approval of the
Board of Directors is not required as a matter of law, the
stockholders of the Company) shall approve (1 ) any consolidation
or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares
of Common Stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders
of Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving
corporation immediately after the merger, or (2) any sale, lease,
exchange, or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets
of the Company, or (3) the adoption of any plan or proposal for
the liquidation or dissolution of the Company; or (c) any person
(as such term is defined in Section 13(d) of the Exchange Act),
corporation or other entity other than the Company shall make a
tender or exchange offer to acquire any Common Stock or
securities convertible into Common Stock for cash, securities or
any other consideration if, after giving effect to the
acquisition of all Common Stock or securities sought pursuant to
such offer, such person, corporation or other entity would become
the "beneficial owner" (as such term is defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of thirty
percent or more of the outstanding Common Stock (calculated as
provided in paragraph (d) of such Rule 13d-3 in the case of
rights to acquire Common Stock); provided, that at least ten
percent of such Common Stock or securities sought pursuant to
such offer is acquired.

In the event of a Change of Control of the Company (i) all time
periods relating to the exercise or realization of Awards shall
be accelerated so that such Awards may be exercised or realized
in full beginning immediately following the Change of Control and
extending for the remaining normal exercise period, and (ii) all
Performance Share Grants eligible to be earned for the
outstanding Performance Cycle will be immediately payable in full
in cash.

1.7 Withholding

The Corporation shall have the right to deduct from all amounts
paid in cash any taxes required by law to be withheld therefrom.
In the case of payments of Awards in the form of Common Stock,
the amount of any taxes required to be withheld with respect to
such Common Stock from the Participant may, at the Committee's
discretion, be paid in cash, by tender by the Employee of the
number of shares of Common Stock whose Fair Market Value equals
the amount required to be withheld or, except for Non-Employee
Directors receiving Awards of Common Stock pursuant to Section 5
herein, use of the Company's Key Employee Withholding Tax Loan
Program.

1.8 Nontransferability

No Award shall be assignable or transferable except by will or
the laws of descent and distribution, and no right or interest of
any Participant shall be subject to any lien, obligation or
liability of the Participant.

1.9 No Right to Employment

No person shall have any claim or right to be granted an Award,
and the grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the
Corporation. Further, the Corporation expressly reserves the
right at any time to dismiss a Participant free from any
liability, or any claim under the Plan, except as provided herein
or in a Stock Option or Restricted Stock agreement.

1.10 Construction of the Plan

The validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and rights
relating to the Plan, shall be determined solely in accordance
with the laws of Ohio.

1.11 Amendment

(a) The Board of Directors may amend, suspend or terminate the
Plan or any portion thereof at any time, provided that no
amendment shall be made without stockholder approval which shall
(i) increase (except as provided in Section 1.5(b) hereof) the
total number of shares reserved for grant pursuant to the Plan,
(ii) change the class of Employees eligible to be Participants,
(iii) decrease the minimum option prices stated in Section 2.1
hereof (other than to change the manner of determining Fair
Market Value to conform to any then applicable provision of the
Code or regulations thereunder) (iv) extend the maximum period
during which Non-Qualified Stock Options or Incentive Stock
Options may be exercised, or (v) reduce the restriction period
for Restricted Stock Awards (except as provided in Section 1.6
hereof).

(b) With the consent of the Participant adversely affected
thereby, the Committee may amend or modify any outstanding Award
in any manner not inconsistent with the terms of the Plan,
including without limitation, to change the form of payment or
the date or dates as of which (i) a Stock Option becomes
exercisable, (ii) the restrictions on shares of Restricted Stock
are removed, or (iii) a Performance Share Grant is payable.

1.12 Authority of Committee

Subject to the provisions of the Plan, the Committee shall have
the sole and complete authority to determine the Employees to
receive Awards, and:

(a) Stock Options. The number of shares to be covered by each
Stock Option and the conditions and limitations, if any, in
addition to those set forth in Section 2.2 hereof, applicable to
the exercise of the Stock Option shall be determined by the
Committee. The Committee shall have the authority to grant
Incentive Stock Options, or to grant Non-Qualified Stock Options,
or to grant both types of Stock Options.  In the case of
Incentive Stock Options, the maximum aggregate Fair Market Value
(at the date of grant) of the shares, under this Plan or any
other plan of the Company or a corporation which (at the date of
grant) is a parent of the Company or a Subsidiary, which are
exercisable by an Employee for the first time during any calendar
year shall not exceed $100,000 or, if different, the maximum
limitation in effect at the time of grant under Section 422 of
the Code, or any successor provision.

(b) Restricted Stock. The number of shares of Restricted Stock to
be granted to each Participant, the duration of the Restricted
Period during which and the conditions under which the Restricted
Stock may be forfeited to the Company, and the terms and
conditions of the Award in addition to those contained in Section
3.1 shall be determined by the Committee. Such determinations
shall be made by the Committee at the time of the grant.

1.13 Effective Dates

The Plan shall be effective on December 29, 1996, and shall
expire on the earlier of (i) a date determined by the Board of
Directors, or (ii) the full use of the shares reserved for grant
pursuant to the Plan, provided however, that the Plan shall be
null and void unless approved at the 1997 annual meeting of the
shareholders of the Company.

1.14 Government and Other Regulations

The obligation of the Company with respect to Awards shall be
subject to all applicable laws, rules and regulations and such
approvals by any governmental agencies as may be required,
including, without limitation, the effectiveness of any
registration statement required under the Securities Act of 1933,
and the rules and regulations of any securities exchange on which
the Common Stock may be listed. For so long as the Common Stock
is registered under the Exchange Act, the Company shall use its
reasonable efforts to comply with any legal requirements (a) to
maintain a registration statement in effect under the Securities
Act of 1933 with respect to all shares of Common Stock that may
be issued to Holders under the Plan, and (b) to file in a timely
manner all reports required to be filed by it under the Exchange
Act.

1.15 Non-Exclusivity

Neither the adoption of the Plan by the Board of Directors nor
the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the
power of the Board of Directors to adopt such other incentive
arrangements as it may deem desirable including, without
limitation, the granting of stock options and the awarding of
stock and cash otherwise than under the Plan, and such
arrangements may be either generally applicable or applicable
only in specific cases.

1.16 Forfeiture Provision

If the Employee has (i) used for profit or disclosed confidential
information or trade secrets of the Company to unauthorized
persons, or (ii) breached any contract with or violated any legal
obligations to the Company, or (iii) failed to make himself or
herself available to consult with, supply information to, or
otherwise cooperate with the Company at reasonable times and upon
a reasonable basis, or (iv) engaged in any other activity which
would constitute grounds for his or her discharge for cause by
the Company or a Subsidiary, the Employee will forfeit all
undelivered portions of an Award.

Section 2: STOCK OPTIONS

2.1 Option Price

The Committee shall establish the option price at the time each
Stock Option is granted, which price shall not be less than 100%
of the Fair Market Value of the Common Stock on the date of
grant. The option price shall be subject to adjustment in
accordance with the provisions of Section 1.5(b) hereof.

2.2 Exercise of Options

(a) Except as stated in Section 2.2(c), each Stock Option by its
terms shall require the Participant to remain in the continuous
employ, or service to the Board of Directors if the individual is
a Non-Employee Director and awarded Stock Options under Section 5
herein, of the Corporation for at least two years from the date
of grant of the Stock Option before any part of the Stock Option
shall be exercisable. Non-Qualified Stock Options and Incentive
Stock Options may not be exercisable later than ten years after
their date of grant.

(b) Stock Options shall become exercisable in installments with
twenty-five percent (25%) becoming exercisable upon the second
anniversary of the date of grant of the Stock Option and
additional increments of twenty-five percent (25%) of the Stock
Option shall become exercisable on each anniversary thereafter
until the entire Stock Option is exercisable.

(c) In the event a Participant ceases to be an Employee or a
Non-Employee Director as a result of his death, all time periods
related to the exercise of any outstanding Stock Options shall be
accelerated and the Stock Options shall become exercisable
immediately following the Participant's death and extending for
the remaining normal exercise period. In the event a Participant
ceases to be an Employee or a Non-Employee Director upon the
occurrence of his Retirement Date, Disability Date, or otherwise
with the consent of the Committee, his Stock Options shall be
exercisable as described in 2.2(b) above as if the individual had
remained as an Employee or Non-Employee Director and extending
for the normal exercise period.  The Committee may at any time
and with regard to all Participants or any individual Participant
accelerate time periods related to the exercise of any
outstanding Stock Options, and the Stock Option shall become
exercisable immediately thereafter and extending for the
remaining normal exercise period. In all other circumstances when
a Participant ceases to be an Employee or a Non-Employee
Director, his rights under all Stock Options shall terminate
immediately.

(d) Each Stock Option shall be confirmed by a Stock Option
agreement executed by the Company and by the Participant which
agreement shall designate the Stock Options granted as Incentive
Stock Options or Non-Qualified Stock Options. The option price of
each share as to which an Option is exercised shall be paid in
full five (5) days from the date of such exercise, but in no
event shall the shares issued pursuant to said option exercise be
delivered to the Participant until said payment has been received
by the Company. Such payment shall be made in cash, by tender of
shares of Common Stock owned by the Participant valued at Fair
Market Value as of the date of exercise, subject to such
limitations on the tender of Common Stock as the Committee may
impose, pursuant to the provisions of the Company's Key Employee
Stock Option Loan Program, if applicable, (or any other loan
program or arrangement which may be established by the Company
under this Plan, or otherwise) or by a combination of the
foregoing.

2.3 Maximum Number of Shares

The maximum number of shares that may be granted to any
Participant under all Stock Option Awards under this Plan during
any one year shall not exceed 100,000 shares.

Section 3: RESTRICTED STOCK GRANTS

3.1 The terms and conditions regarding Restricted Stock grants
are as follows:

(a) Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as herein
provided, during the Restricted Period. Certificates issued in
respect of shares of Restricted Stock shall be registered in the
name of the Participant and deposited by him, together with a
stock power endorsed in blank, with the Company. At the
expiration of the Restricted Period, the Company shall deliver
such certificates to the Participant or his legal representative,
except that the Participant may defer receipt of his Restricted
Stock under terms established by the Committee by extending the
Restricted Period.

(b) Except as provided in subsection (a) hereof, the Participant
shall have all the rights of a holder of Common Stock, including
but not limited to the rights to receive dividends and to vote
during the Restricted Period.

(c) In the event a Participant ceases to be an Employee or a
Non-Employee Director during the Restricted Period as a result of
his death, the restrictions imposed hereunder shall immediately
lapse with respect to such shares of Restricted Stock. In the
event a Participant ceases to be an Employee or a Non-Employee
Director during the Restricted period and upon the occurrence of
his Retirement Date, Disability Date, or with the consent of the
Committee, the restrictions imposed hereunder shall continue as
if the individual had remained as an Employee or Non-Employee
Director. The Committee may at any time and with regard to all
Participants or any individual Participant lapse any restrictions
imposed hereunder with respect to shares of Restricted Stock. In
all other circumstances in which a Participant ceases to be an
Employee or Non-Employee Director, all shares of Restricted Stock
shall thereupon be forfeited to the Company and the certificate
or certificates representing such Restricted Stock shall be
immediately canceled.

(d) Each grant shall be confirmed by a Restricted Stock agreement
executed by the Company and by the Participant.

Section 4: PERFORMANCE SHARE GRANTS

(a) Not later than May 1 of each calendar year in which this Plan
is in effect, the Committee may make a Performance Share Grant to
any Participant selected by the Committee.

(b) The Committee shall, at the beginning of each Performance
Period or not later than 90 days thereafter, determine the
Performance Share Grant to be made to each Participant in
Restricted Stock and establish the threshold, target and maximum
levels of attainment for Total Growth Rate during the Performance
Period.

(c) If Earnings Per Share during the third year of a Performance
Period are equal to or exceed the threshold for a Total Growth
Rate set by the Committee at the beginning of a Performance
Period, a Performance Share Multiple of 100%, 150% or 200% will
be applied to the Performance Share Grant. If Earnings Per Share
are below the threshold level of attainment, the Performance
Share Multiple will be 0%. Below is the Total Growth Rate and the
threshold, target and maximum levels of attainment for the
Initial Performance Period.




Earnings Per Share            Total               Level of      Performance
Compounded                    Growth              Attainment    Share
Annually                      Rate                              Multiple

                                                       
Less than 12%                 Less than 40.5%                   0%

At least 12%, but less        At least 40.5%,     Threshold     100%
than 15%                      but less than 52.1%

At least 15%, but less        At least 52.1%,     Target        150%
than 18%                      but less than 64.3%

Equal to or greater           64.3% or greater    Maximum       200%
than 18%


(d) Payment for the value of Performance Shares Earned shall be
made to a Participant not later than three months following the
end of a Performance Period.  If the threshold Total Growth Rate
during the Performance Period is not attained in the third year
the performance goals attached to the Performance Share Grant
will not have been met and the Participant shall forfeit his
Restricted Stock. Payment related to a Performance Share Multiple
of 100% shall be the lapse of restrictions for the Participant's
Performance Share Grant and he shall receive the certificate for
unrestricted ownership of such shares. Payment related to that
portion, if any, of a Performance Share Multiple of 150% or 200%
shall be as follows:  a) for the first 100%, payment shall be the
transfer of unrestricted share certificates as a result of the
lapse of restrictions on the Performance Share Grant and b) for
the 50% or 100% premium, payment shall be an amount of cash equal
to the value of the Performance Shares Earned in excess of the
100% multiplied by the average of the closing prices per share of
the Common Stock for the last month in the Performance Period. In
the event of a Change of Control (as defined in Section 1.6),
payment shall be made as if the maximum targets for the three
year performance period had been met and shall be paid within
thirty days following the Change of Control. Such payment shall
be in a cash amount equal to the Performance Share Grant
multiplied by the higher of (i) the highest average of the high
and low prices per share of the Common Stock on any date within
the period commencing 30 days prior to the Change in Control or
(ii) if the Change in Control occurs as a result of a tender or
exchange offer or consummation of a corporate transaction, the
highest price paid per share of Common Stock pursuant thereto.

(e)  The Committee may make adjustments from time to time in the
Performance Share Multiple, in the Total Growth Rate or in
Earnings Per Share in such reasonable manner as the Committee may
determine to reflect (i) any increase or decrease in the number
of issued shares of Common Stock of the Company resulting from a
subdivision or consolidation of shares or any other capital
adjustment, the payment of stock dividends or other increases or
decreases in such shares effected without receipt of
consideration by the Company, (ii) material changes in the
Company's accounting practices or principles, the effect of which
would be to cause inconsistency in reporting earnings per share,
(iii) material acquisitions or dispositions, the effect of which
would be to cause fluctuations in reported earnings per share
which are not within the intent of the Plan, or (iv)
extraordinary, unusual and nonrecurring items (such as
restructuring charges or a disposal of a business) which are
disclosed in the published, audited financial statements;
provided, however, that no such adjustments shall be made to the
extent that the Committee determines that the adjustment would
cause payment in respect of Performance Share Grant to fail to be
fully deductible by the Company on account of Section 162(m) of
the Code.

(f)  With respect to a Performance Share Grant, the Participant
shall have the rights of a holder of Common Stock, including but
not limited to the rights to receive dividends and to vote during
the Restricted Period, until such Participant ceases to be an
Employee of the Corporation.

(g)  In the event a Participant ceases to be an Employee upon the
occurrence of his death, Retirement Date or Disability Date prior
to the end of a Performance Period, payment for the value of
Performance Shares Earned shall be prorated for the amount of
time the Participant remained an Employee compared to the length
of the Performance Period, provided the Participant has completed
at least the first full year of the Performance Period.  In such
event, any prorated payment for Performance Shares Earned shall
be in cash and calculated and paid in accordance with Paragraphs
(c) and (d) above.  In all other circumstances in which a
Participant ceases to be an Employee, Performance Share Grant
shall terminate and no amounts shall be payable at any time.

(h)  If there is an event constituting a Change of Control (as
defined in Section 1.6), the value of any outstanding Performance
Share Grant shall immediately vest in the Participant to whom
such Performance Share Grant has been awarded as of the date such
Change of Control occurs and at the closing price per share of
Common Stock on such date.  Such value shall be equal to the
maximum Performance Share Multiple multiplied by the Performance
Share Grant.

Section 5: NON-EMPLOYEE DIRECTORS

(a) Each individual then serving as a Non-Employee Director shall
receive a Non-Qualified Stock Option of 2,000 shares at or about
the effective date of the Plan and at the beginning of each of
the Company's fiscal years thereafter so long as the Plan is in
effect. As a portion of their compensation, the Committee may
also award to Non-Employee Directors shares of Restricted Stock,
as it may determine, not to exceed 2,000 shares per individual
every three years.


APPENDIX I  

CINCINNATI MILACRON INC.         PROXY FOR PREFERRED STOCK ONLY
4701 Marburg Avenue              This proxy is solicited on
Cincinnati, Ohio 45209           behalf of the Board of Directors 
         


Proxy for Annual Meeting of Shareholders To be Held April 22,
1997


Darryl F. Allen, Neil A. Armstrong, and Joseph A. Steger
(each with power to act alone and power of substitution) are
hereby authorized to represent and to vote all the shares of
stock held of record by the undersigned at the Annual Meeting of
Shareholders to be held April 22, 1997, and any adjournment
thereof, on all business that may properly come before the
meeting, including the election of directors and the
confirmation of the appointment of auditors.

          Continued and to be signed on reverse

This proxy when properly executed will be voted as directed by
the undersigned shareholder. If no direction is made, this proxy will be voted
"FOR" all the nominees for director listed in Item (1), "FOR" Item (2) and
"FOR" Item (3) below.

1.-Election of Directors
   FOR all nominees         WITHHOLD         NOMINEES: Darryl F.
(except as marked to   AUTHORITY for all     Allen, James E.     
  the contrary)            nominees          Perrella and Harry
                                             C. Stonecipher (3
                                             year term). Barbara
                                             Hackman Franklin and
                                             Joseph A. Pichler (2
                                             year term).
                                             (To withhold              
                                             authority to        
                                             vote for any              
                                             individual
                                             nominee, write that
                                             nominee's name on the
                                             space
                                             provided below.)    
                                                                  
                                                                  
                                         
___________________

2.-Approval of the 1997 Long-Term Incentive Plan

     FOR             AGAINST               ABSTAIN     

3.-Confirm appointment of Ernst & Young
   as independent auditors

   FOR             AGAINST               ABSTAIN     


                                        Dated: .................1997     
                                        ............................
                                          Signature of Shareholder

                                       
                                        ............................
                                         Signature of Shareholder 
                                             (if held jointly)

                                        When signing as attorney,
                                        executor, administrator,
                                        trustee, or guardian,
                                        please give your full title as
                                        such. A proxy for shares held   
                                        jointly by two or more persons
                                        should be signed by all.

    PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ACCOMPANYING
    ENVELOPE.



                           CINCINNATI MILACRON INC.

Voting Direction for Annual Meeting of Shareholders to be held
April 22, 1997

        To:  Putnam Fiduciary Trust Company, Trustee

As a Participant in the Cincinnati Milacron Performance Dividend
and Savings Plan, I hereby direct Putnam Fiduciary Trust Company, Trustee, to
exercise the votes attributable to the shares of common stock allocated to my
account in accordance with my directions on the reverse side, at the Annual
Meeting of Shareholders to be held April 22, 1997, and any adjournment
thereof, on all business that may properly come before the meeting, including 
the election of directors, approval of the 1997 Long-Term Incentive Plan and 
the confirmation of the appointment of auditors.


      Continued, and to be signed and dated on reverse side



This voting direction card when properly executed will be voted
as directed by the undersigned participant. If no direction is
made, this direction card will be voted "FOR" all the nominees
for director listed in Item (1) below, "FOR" Item (2) below and
"FOR" Item (3) below.
                                                                  
 
                                                       VOTES


1.-Election of Directors         NOMINEES: Darryl F. Allen, James E.
                                 Parrella and Harry C. Stonecipher   
                                 (3 years).  Barbara Hackman
                                 Franklin and Joseph A. Pichler (2 years).
FOR all nominees   WITHHOLD      (To withhold authority to 
(except as marked  AUTHORITY for vote for any individual 
the contrary)      all nominees  nominee, write that          
                                 nominee's name on the space
                                 provided below.)
                                 ____________________________

2.-Approval of the 1997 Long-Term Incentive Plan.

FOR     AGAINST     ABSTAIN


3.-Confirm appointment of Ernst & Young 
LLP as independent auditors.


FOR     AGAINST     ABSTAIN


                                                            
                                   Dated:................., 1997

                                        
                                   ..............................
                                        Signature of Participant

                                       
                                   ..............................     
                                    Please sign your name exactly as
                                    it appears hereon.



                PLEASE COMPLETE, DATE, SIGN, AND RETURN
                IN THE ENCLOSED POSTAGE-PAID ENVELOPE

CINCINNATI MILACRON INC.                                PROXY
4701 Marburg Avenue        This proxy is solicited on behalf of  
Cincinnati, Ohio 45209     the Board of Directors


Proxy for Annual Meeting of Shareholders To Be Held April 22,
1997


Darryl F. Allen, Neil A. Armstrong, and Joseph A. Steger (each
with power to act alone and power of substitution) are hereby
authorized to represent and to vote all the shares of stock
held of record by the undersigned at the Annual Meeting of
Shareholders to be held April 22, 1997, and any adjournment
thereof, on all business that may properly come before the
meeting, including the election of directors, approval of the 
1997 Long-Term Incentive Plan and the confirmation of the 
appointment of auditors.





        (Continued and to be signed on reverse side)


This proxy when properly executed will be voted as directed by
the undersigned participant. If no direction is made, this proxy
will be voted "FOR" all the nominees for director listed in Item
(1) below, "FOR" Item (2) below and "FOR" Item (3) below.

                                                VOTES


1.-Election of Directors      NOMINEES: Darryl F. Allen,
FOR all nominees   WITHHOLD             James E. Perrella and
(except as marked  AUTHORITY for        Harry C. Stonecipher
to the contrary)   all nominees         (3 year term).  Barbara
                                        Hackman Franklin and
                                        Joseph A. Pichler (2 year
                                        term).
                                        (To withhold authority
                                        to vote for any               
                                        individual nominee,
                                        write that nominee's
                                        name on the space
                                        provided below.)
                                        __________________
2.-Approval of the 1997 Long-Term Incentive Plan.

FOR   AGAINST   ABSTAIN         

3.-Confirm appointment of Ernst & Young 
LLP as independent auditors.

 FOR   AGAINST   ABSTAIN         
                              Dated:.................., 1997

                              ..............................
                                  Signature of Shareholder

                              ..............................
                                  Signature of Shareholder 
                                   (if held jointly)
                                   
                              Please sign your name exactly as
                              it appears hereon. When signing as
                              attorney, executor, administrator,
                              trustee or guardian, please give
                              your full title as such. If a
                              corporation, please sign in full
                              corporate name by authorized
                              officer. If a partnership, please
                              sign in partnership name by       
                              authorized person. A proxy for    
                              shares held jointly by two or more
                              persons should be signed by all.

PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED
 POSTAGE-PAID ENVELOPE


CINCINNATI MILACRON INC.                                  PROXY
4701 Marburg Avenue        This proxy is solicited on behalf of
Cincinnati, Ohio 45209     the Board of Directors
                      

Proxy for Annual Meeting of Shareholders To Be Held April 22,
1997

Darryl F. Allen, Neil A. Armstrong and Joseph A. Steger (each
with power to act alone and power of substitution) are hereby
authorized to represent and to vote all the shares of stock
held of record by the undersigned at the Annual Meeting of
Shareholders to be held April 22, 1997, and any adjournment
thereof, on all business that may properly come before the
meeting, including the election of directors, approval of the 
1997 Long-Term Incentive Plan and the confirmation of the 
appointment of auditors.

IMPORTANT VOTING INSTRUCTIONS: A shareholder who has been a
continuous beneficial owner since February 1, 1993 is entitled
to ten votes for each such share PROVIDED the following
certification is completed. By signing, the undersigned: (A)
instructs that this proxy be voted as marked and (B) certifies
that beneficial ownership of Common Shares has been continuous
as follows:
             Date Shares Acquired           Number of Shares
             Prior to February 2, 1993      ________________
             After February 1, 1993         ________________
               TOTAL SHARES                 ________________
                                            ________________

If no certification is made, it will be deemed that beneficial
ownership of all Common Shares occurred after February 1, 1993.

          (Continued and to be signed on reverse side)

This proxy when properly executed will be voted as directed by
the undersigned participant. If no direction is made, this proxy
will be voted "FOR" all the nominees for director listed in Item
(1), "FOR" Item (2) and "FOR" Item (3) below.

                                                VOTES

1.-Election of Directors                NOMINEES: Darryl F. Allen,
FOR all nominees   WITHHOLD             James E. Perrella and
(except as marked  AUTHORITY for        Harry C. Stonecipher (3
to the contrary)   all nominees         year term). Barbara
                                        Hackman Franklin and
                                        Joseph A. Pichler (2
                                        year term).
                                       (To withhold authority        
                                        to vote for any            
                                        individual nominee,
                                        write that nominee's
                                        name on the space
                                        provided below.)
                                    __________________________
2.-Approval of the 1997 Long-Term Incentive Plan.

FOR   AGAINST   ABSTAIN 

3.-Confirm appointment of Ernst & Young 
LLP as independent auditors.

FOR   AGAINST   ABSTAIN         

                              Dated:....................., 1997

                              .................................
                                   Signature of Shareholder

                              .................................
                                   Signature of Shareholder 
                                     (if held jointly)
                              Please sign your name exactly as
                              it appears hereon. When signing as
                              attorney, executor, administrator,
                              trustee or guardian, please give
                              your full title as such. If a
                              corporation, please sign in full
                              corporate name by authorized
                              officer. If a partnership, please
                              sign in partnership name by       
                              authorized person. A proxy for    
                              shares held jointly by two or more
                              persons should be signed by all.

PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED
POSTAGE-PAID ENVELOPE


                                APPENDIX II
                        GRAPHIC AND IMAGE MATERIAL


The following graphic and image material appear in the
registrant's Proxy Statement in the sections designated:



ELECTION OF DIRECTORS
A photo of each director appears to the left of the printed
information about that individual.