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) June 22, 1995


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



       Delaware               1-8475               31-1062125   
(State or other          (Commission File        (I.R.S. Employer
jurisdiction of           Number)                 Identification  
incorporation)                                    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 June 26, 1995, filed as
          Exhibit 99.1 and which discloses
          an agreement under which Cincinnati
          Milacron Inc. will purchase Talbot
          Holdings, Ltd. is incorporated
          herein by reference.


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

          (99.1)  Press release of registrant dated
                  June 26, 1995.  



                                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:  June 30, 1995               By: /s/ Ronald D. Brown       
                                        Ronald D. Brown
                                        Vice President - Finance

EX-99

              Immediately (June 26, 1995)
          
              Albert Beaupre
              (513) 841-7241


             CINCINNATI MILACRON TO BUY TALBOT HOLDINGS, LTD.
                    ____________________
                                     
               Says U.S. Maker of End Mills and Taps 
          Complements Existing Cutting Tool Businesses 
  
  
CINCINNATI, OHIO,  June 26, 1995...Cincinnati Milacron Inc.
(NYSE: CMZ) today announced a definitive agreement to purchase
Talbot Holdings, Ltd., a premier U.S. supplier of round high-
speed steel and carbide metalcutting tools.  The total
consideration, including retained debt, will be approximately $38
million.  The transaction, expected to close by the end of July,
is a 100% stock purchase to be financed through existing bank
credit lines.
  
"This acquisition is part of Milacron's long-term strategy to
expand our presence in the industrial consumable products area,"
said Daniel J. Meyer, Milacron chairman and chief executive
officer.  "The Talbot companies have an excellent reputation and
market position as well as above-average profitability for this
sector."
  

With annual sales of about $40 million, Talbot Holdings, Ltd.
consists of four distinct subsidiaries, each with well-
established product lines and brand names: Weldon, Fastcut,
Brubaker and New England Tap.  Combined they employ about 500
people in three plants (two in Millersburg, Pennsylvania, and one
in Cleveland, Ohio) and sell through 3,500 industrial
distributors worldwide.
  
"We're excited about the prospect of Talbot joining the Milacron
family," said Alan L. Shaffer, Milacron group vice president -
industrial products.   "We intend to continue operating all of
the manufacturing facilities and will maintain the four brands
and their individual distributor networks as well," he confirmed.

"With the acquisition, Milacron will enter the market for high-
speed steel and carbide end mills, taps, countersinks,
counterbores and reamers, which are highly complementary to our
existing Valenite and Widia cutting tool products," Shaffer
explained.  "The acquisition should push our sales in the
industrial consumable products segment over the $700-million mark
next year," he said.  
                    _____________________

With 1995 sales expected to approach $1.6 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 employs about 12,000 people worldwide, with key
manufacturing facilities in the U.S., Europe and India.