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): August 3, 1998


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



   DELAWARE                1-8475              31-1062125
(State or other    (Commission File Number)    (IRS Employer
jurisdiction of                                Identification  
incorporation)                                 No.)
                                               

                    4701 Marburg Avenue
                   Cincinnati, Ohio 45209
          (address of principal executive offices)



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

                            N/A
(Former name or former address, if changed since last report)





ITEM 5.   OTHER EVENTS

          The Press Release of registrant dated August 4, 1998,
filed as Exhibit 99.1 and which discloses an agreement under
which Cincinnati Milacron Inc. will purchase the plastics
machinery division of Johnson Controls Inc. is incorporated by
reference.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.

          (c) Exhibits:



    Exhibit
    No.             Description



    99.1            Press Release issued by Cincinnati
                    Milacron Inc. on August 4, 1998.







                         SIGNATURE

Pursuant to the requirements of the Securities 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:  August 5, 1998    By:  /s/ Ronald D. Brown
                              Ronald D. Brown
                              Vice President-Finance and
                              Administration and
                              Chief Financial Officer

EX-99

    News Release

   
   For Cincinnati Milacron:                     For Johnson Controls:
   Albert Beaupre  (513) 841-7241               Glen Ponczak  (414) 228-2375
   
   
                Cincinnati Milacron to Buy Uniloy
        Plastics Machinery Division from Johnson Controls
                     ______________________

Leading U.S. Lines of Blow Molding and Structural Foam Machinery
     Will Complement Milacron's Plastics Technologies Group

CINCINNATI, OH, August 3, 1998 - Cincinnati Milacron Inc.  (NYSE:
CMZ)   and  Johnson  Controls  Inc.  (NYSE:  JCI)  today  jointly
announced  a  definitive  agreement  under  which  Milacron  will
purchase  the  assets  of  Johnson Controls'  plastics  machinery
business, the largest U.S. producer of blow molding systems,  for
approximately $210 million.

With annual sales of about $190 million, Johnson Controls'
plastics machinery division (PMD) is known for its Uniloy brand
and is one of the world's leading producers of blow molding
machines - used in the production of beverage containers and
industrial components - as well as structural foam systems, for
the manufacture of household wares, furniture and appliances; and
aftermarket parts, services and molds for blow molding.
PMD/Uniloy employs 800 people worldwide and has major
manufacturing facilities in Manchester, Michigan; Milan and
Florence, Italy; and Berlin, Germany.

"Outstanding Strategic Opportunity"
"We are extremely proud of the achievements of our plastics
machinery division, its technological leadership, its reputation
for quality and integrity, and, most important, its people," said
John M. Barth, executive vice president of Johnson Controls, Inc.
"This is an outstanding strategic opportunity for our plastics
machinery division to continue to grow and expand, and, together
with Cincinnati Milacron, become a stronger player in the
plastics technologies global market."

"For Milacron: Synergistic and Additive to Earnings"
"We're paying a fair price for a stable, profitable operation
with the number-one market position, a strong management team and
good growth potential," said Daniel J. Meyer, Milacron's
chairman, president and chief executive officer.  "Uniloy
complements our current businesses well, with very little overlap.  
By capitalizing on several potential synergies in manufacturing, 
technology and marketing, we expect Uniloy to be additive to Milacron's 
earnings in 1999," he said.

The transaction, which Milacron will finance through cash on hand
and debt, is subject to customary closing conditions and
government regulatory approval and is expected to close in six to
eight weeks.  No further terms of the agreement were disclosed.

World's Broadest Line Supplier
"With this addition, Cincinnati Milacron is clearly the world's
broadest line supplier of machines, systems, tooling and
components to the plastics processing industries," said Harold J.
Faig, Milacron's group vice president of plastics technologies,
to whom Uniloy will report. "The acquisition also means that
sales of our plastics technologies group should exceed $1 billion
in 1999.

"We're very excited about adding Uniloy to the Milacron family,"
Faig said.  "While we already have a leading global position in
injection molding and extrusion, now, through Uniloy, Milacron
will be a major player in blow molding, the third-largest and
fastest-growing segment of the machinery market.  This broadens
the end-markets that we serve with greater emphasis on the steady
and expanding sectors of rigid consumer packaging - specifically
for food, beverage, personal care items, cosmetics,
pharmaceuticals and household products - as well as industrial
packaging."

Uniloy Growing and Profitable
Uniloy's sales growth characteristics and profit margins are very
similar to Milacron's plastics technologies group as a whole,
Faig said.  Its customer base is multinational and diverse, with
no single customer accounting for more than 4% of sales.
Aftermarket products and blow molds, traditionally high-margin
businesses, constitute close to 30% of Uniloy's sales.

"We will operate Uniloy as an independent, stand-alone unit, with
its own sales force and headquarters to remain in Manchester,
Michigan. And we will build on its market leadership in North
America and extensive global presence.  Uniloy is currently
growing and profitable, but, combined with Cincinnati Milacron,
we see opportunities to boost Uniloy's sales and profits even
further through increased manufacturing efficiency, strategic
sourcing, sales and marketing synergies, and shared technology
and engineering," Faig added.

The above forward-looking statements by their nature involve
risks and uncertainties that could significantly impact
operations, markets, products and expected results. For further
information please refer to the Cautionary Statement included in
Item 2 of Cincinnati Milacron's most recent Form 10-Q on file
with the Securities and Exchange Commission.

Cincinnati Milacron, with 1997 sales of $1.9 billion, is a
leading global supplier to the metalworking and plastics-
processing industries. Products and related services include
plastics machinery, mold bases and related components, machine
tools, composites processing systems, metalcutting tools,
metalworking fluids, grinding wheels, carbide wear parts and
industrial magnets.  Founded in 1884, the company employs 13,000
people in 30 major plants worldwide.  Its shares are traded on
the New York Stock Exchange under the symbol CMZ.

Johnson Controls is a global market leader in automotive systems
and building controls.  Through its Automotive Systems Group, it
supplies seating systems, interior systems and batteries.  The
Controls Group serves the nonresidential buildings market with
control systems and services, and integrated facility management.
Founded in 1885, it operates from more than 500 locations
worldwide.  Johnson Controls (JCI) securities are listed on the
New York Stock Exchange.


                     - Fact Sheet Attached -
                                
                                
                                
                           Fact Sheet
                                
                                
Uniloy/Plastics Machinery Division of Johnson Controls, Inc.


Employees                800 people worldwide

1998 Estimated Sales     $190 million

Product Lines            Blow molding machinery
                         Structural foam machinery
                         Aftermarket parts, blow molds and services

Manufacturing Locations  Manchester, Michigan - headquarters
                         Milan, Italy
                         Florence, Italy
                         Berlin, Germany
                         City of Industry, California
                         Policka Boriny, Czech Republic

End Markets              Plastic containers
                         Beverage: juice and milk bottles
                         Food, cosmetics, toiletries, pharmaceuticals
                         Industrial packaging
                             Chemical products
                         Industrial components
                         Housewares
                         Furniture
                         Appliances
                         Automotive parts
                         Computer housings
                         Toys

Geographic Sales         59% North America
                         16    Europe
                         10    Asia
                          8    South America
                          7    Middle East/Africa