8-K

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549



                                 Form 8-K


                              CURRENT REPORT



                  Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


Date of Report (date of earliest event reported)  November 29,
1994


                        CINCINNATI MILACRON INC.                  
  
            (Exact name of registrant as specified in charter)


          Delaware             1-8475             31-1062125    
(State or other jurisdiction (Commission File  (I.R.S. Employer
     of incorporation)        Number)          Identification
No.)


  4701 Marburg Avenue, Cincinnati, Ohio              45209        
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code (513) 841-8100 



                              NONE                               
(Former name or former address, if changed since last report)




Item 5.        Other Events

               The Press Release of registrant 
               dated November 29, 1994, filed as
               Exhibit 99.1 and which discloses, among 
               other things, an agreement under which 
               Cincinnati Milacron Inc. will purchase 
               Krupp Widia GmbH is incorporated
               herein by reference.


Item 7.        Financial Statements, Pro Forma Financial
               Information and Exhibits

               (99.1)  Press Release of registrant dated
                       November 29, 1994.




                                SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                             CINCINNATI MILACRON INC.



Date: December 6, 1994       By: /s/ Ronald D. Brown
                                 _______________________
                                 Ronald D. Brown
                                 Vice President - Finance

EX-99

Exhibit 99.1

Final

For Release        Immediately (November 29, 1994)
          
News Source        Albert Beaupre
              (513) 841-7241

            CINCINNATI MILACRON TO BUY KRUPP'S WIDIA OPERATIONS
                          ____________________
                                     
              Says European/Indian Cutting Tool Maker is an 
                 'Excellent Fit' With Existing Industrial
                      Consumable Products Businesses

CINCINNATI, OHIO,  November 29, 1994...Cincinnati Milacron Inc.
(NYSE:CMZ) today announced an agreement with Fried. Krupp AG
Hoesch-Krupp under which Milacron will purchase Krupp Widia GmbH,
a major European cutting tool maker, for DM 113 million (about US
$73 million) in cash plus the assumption of certain debt and
other liabilities totalling approximately DM 37 milllion (about
US $24 million).  The purchase will include Widia (India) Ltd.,
an Indian public company of which Krupp Widia GmbH owns 51%.  
Included in the non-cash portion of the price is DM 19 million
(about US $12 million) of debt owed by the Indian subsidiary.   

With key production facilities in Germany and other Western
European countries, Widia is one of the world's leading producers
of industrial metalcutting products including lines of carbide
inserts, steel insert holders, carbide die and wear products, and
magnets.   Widia's total 1994 sales are estimated to be $250
million, about 15% in India and most of the rest in Europe.  Both
companies will become Cincinnati Milacron subsidiaries operating
under the Widia name.  The transaction is expected to be
completed early in 1995.  No further terms of the agreement were
disclosed.


"Better Balance" and "Global Strength"
"The acquisition of Widia transforms Milacron into a premier
global player in the market for industrial consumable products,
which will now become our largest business," said Daniel J.
Meyer, Milacron's chairman and chief executive officer.  "Widia
gives us a very sizeable presence in both the large European
cutting tool market and the fast-emerging Indian market, thus
complementing the strong position of our Valenite subsidiary in
the U.S.

"The addition of Widia also improves Milacron's overall mix and
balance, as close to 40% of our sales will now come from
consumables and almost half of our revenues will come from
outside the United States," Meyer said.  "Traditionally our
industrial consumable products have had higher margins, better
cash flow and milder cycles than our capital goods businesses,
machine tools and plastics machinery.  And the increase in
foreign sales provides counter-cyclical protection from the ups
and downs of our domestic markets," he added. 

"With Widia's sales, Milacron's annual revenues should top $1.5
billion in 1995,"  Meyer pointed out, "and we will have a
leadership position in the industrial consumables area, 
a $15-billion market worldwide.  As Europe is just starting to
emerge from a recession, we think the timing of the deal is very
good.  We anticipate solid profit contribution from Widia in
1996," he added, "and in the meantime, its operating earnings are
expected to cover additional interest costs."

"An Excellent, Complementary Fit"
"We are exceptionally pleased to acquire such a strong German
company, located in the industrial center of Europe," said Alan
L. Shaffer, Milacron's group vice president of industrial
products.  "Widia is an excellent, complementary fit with our
Valenite subsidiary.  Geographically, Widia is the second-largest
European tool maker with a strong share in Europe, while Valenite
is the second-largest U.S. tool maker with a strong position in
the North American market.  Widia is also the leader in India.

"Their product line strengths also mesh very nicely," Shaffer
explained.  "For example, in automotive applications Widia is a
leader in tooling for machining cam and crank shafts, while
Valenite is known for head and block tooling.  So, together they
will be the global leader in tooling for engine manufacturing. 
In fact, Valenite and Widia combined will make Milacron the
number-three metalcutting tool maker worldwide.  In addition, we
will enjoy significant synergies with our other industrial
products, especially metalworking fluids," he said.
                                     
Financing
For the near term, the acquisition will be financed through
increased credit lines with Milacron's existing bank group, the
company said.  Subsequent to the closing of the transaction, more
permanent financing will be structured, which could include new
equity or other alternatives.

"With the support of our banks in this transaction, we're pleased
that the financing structure will provide more than sufficient
funding to continue our Wolfpack new product development programs
for both machine tools and plastics machinery and to continue to
ramp up production levels in all of our operations," Meyer said. 


Widia Profile 
Krupp Widia GmbH, headquartered in Essen, Germany, is the second
largest producer of metalcutting tooling in Europe and the
largest in India.  It has a solid reputation worldwide for
quality, reliability and performance.  Widia employs
approximately 2,000 people in Europe, with production facilities
in Essen and Lichtenau, Germany; Dreux, France; Vitoria, Spain;
and Hardenberg, The Netherlands.  Widia's operations based in
Bangalore, India, employ another 1,500.
                              
Cincinnati Milacron Profile
With 1993 sales of $1 billion, Cincinnati Milacron is a world
leader in advanced manufacturing technologies for the plastics
processing and metalworking industries.  Its products include
plastics machinery, machine tools, computer controls,
metalcutting tools, metalworking fluids and grinding wheels. 
Milacron has approximately 8,200 employees worldwide, with key
manufacturing facilities in both the U.S. and Europe.  Its shares
are traded on the New York Stock Exchange under the symbol CMZ.