As filed with the Securities and Exchange Commission on January
19, 1999.
Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                  ___________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                Milacron Inc.
              (Exact Name of Registrant as Specified in its Charter)

                                   Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

                                  31-1062125
                    (I.R.S. Employer Identification No.)

                4701 Marburg Avenue, Cincinnati, Ohio       45209
                (Address of Principal Executive Offices) (Zip Code)

                Plan for the Deferral of Director's Compensation
                          (Full Title of the Plan)

                                Wayne F. Taylor
                                Milacron Inc.
                                4701 Marburg Avenue
                                Cincinnati, Ohio 45209
                   (Name and Address of Agent For Service)
 
                                   (513) 841-8100
        (Telephone Number, Including Area Code, of Agent For Service)


                       CALCULATION OF REGISTRATION FEE

                                  Proposed   Proposed
    Title of                      Maximum    Maximum
    Securities        Amount      Offering   Aggregate   Amount of
    to be             to be       Price Per  Offering    Registration
    Registered        Registered  Share 1/   Price 1/    Fee

___________________________________________________________________
    Common Stock,   60,000 Shares  $19.9375  $1,196,250   $332.56
    Par Value $1.00
    Per Share

___________________________________________________________________
1/ Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h) and Rule 457(c)
under the Securities Act of 1933, based on the average of the
high and low prices for shares of Common Stock reported on the
New York Stock Exchange on January 13, 1999.






                             PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1/

Item 1.   Plan Information.

Item 2.   Registrant Information and Employee Plan Annual
          Information.

          __________________________________________

                             PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The annual report of Milacron Inc. (the "Company" or
"Milacron") on Form 10-K for the fiscal year ended December 27,
1997, and all other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since December 27, 1997, are incorporated
herein by reference.  All documents subsequently filed by
Milacron pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment
to this registration statement, which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
registration statement.

_______________________

     1/ This information is not required to be included in, and
is not incorporated by reference in, this Registration Statement.







          The description of Milacron common stock, par value
$1.00 per share included or incorporated by reference in
Milacron's registration statement on Form 8-B, File No. 1-8485,
filed pursuant to Section 12(b) of the Exchange Act, and any
amendments or reports filed for the purpose of updating such
descriptions are incorporated herein by reference.


Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of the State
of Delaware permits indemnification of the directors and officers
of Milacron involved in a civil or criminal action, suit or
proceeding, including, under certain circumstances, suits by or
in the right of Milacron, for any expenses, including attorneys'
fees, and (except in the case of suits by or in the right of
Milacron) any liabilities which they have incurred in consequence
of such action, suit or proceeding under conditions stated in
said section.

          Article XI of the Restated Certificate of
Incorporation, as amended, of Milacron and Article XII of the By-
Laws, as amended, of Milacron provides, in effect, for
indemnification of the directors and officers of Milacron to the
fullest extent permitted by Section 145.  In addition, Milacron
maintains liability insurance for its directors and officers.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.




Exhibit No.

Instruments Defining the Rights of Security Holders,
Including Indentures:

4.1  Restated Certificate of Incorporation of Milacron filed with
     the Secretary of State of the State of Delaware on November
     17, 1998
     -Filed herewith

4.2  By-Laws, as amended, of Milacron
     -Filed herewith

5    Opinion of Cravath, Swaine & Moore, counsel for registrant,
     as to legality of the securities offered under the Plan

23.1 Consent of Ernst & Young LLP, independent auditors

23.2 Consent of Cravath, Swaine & Moore-see Exhibit 5

24   Powers of Attorney

Item 9.   Undertakings.

          (1)  The undersigned registrant hereby undertakes:

               (a)  to file, during any period in which offers or
                    sales are being made, a post-effective
                    amendment to this registration statement:

                    (i)  to include any prospectus required by
                         Section 10(a)(3) of the Securities Act
                         of 1933;

                    (ii) to reflect in the prospectus any facts
                         or events arising after the effective
                         date of this registration statement (or
                         the most recent post-effective amendment
                         thereof) which, individually or in the
                         aggregate, represent a fundamental
                         change in the information set forth in
                         this registration statement;

                   (iii) to include any material information with
                         respect to the plan of distribution not
                         previously disclosed in this
                         registration statement or any material
                         change to such information in this
                         registration statement;

                         provided, however that paragraphs
                         (1)(a)(i) and (1)(a)(ii) do not apply if
                         this registration statement is on Form
                         S-3 or Form S-8 and the information
                         required to be included in a post-
                         effective amendment by those paragraphs
                         is contained in periodic reports filed
                         by the registrant pursuant to Section 13
                         or Section 15(d) of the Securities
                         Exchange Act of 1934 that are
                         incorporated by reference in this
                         registration statement;

               (b)  that, for the purpose of determining any
                    liability under the Securities Act of 1933,
                    each such post-effective amendment shall be
                    deemed to be a new registration statement
                    relating to the securities offered herein,
                    and the offering of such securities at that
                    time shall be deemed to be the initial bona
                    fide offering thereof; and

               (c)  to remove from registration by means of a
                    post-effective amendment any of the
                    securities being registered which remain
                    unsold at the termination of the offering.

          (2)  The undersigned registrant hereby undertakes that,
               for purposes of determining any liability under
               the Securities Act of 1933, each filing of the
               registrant's annual report pursuant to Section
               13(a) or Section 15(d) of the Securities Exchange
               Act of 1934 (and, where applicable, each filing of
               an employee benefit plan's annual report pursuant
               to Section 15(d) of the Securities Exchange Act of
               1934) that is incorporated by reference in this
               registration statement shall be deemed to be a new
               registration statement relating to the securities
               offered herein, and the offering of such
               securities at that time shall be deemed to be the
               initial bona fide offering hereof.

          (3)  Insofar as indemnification for liabilities arising
               under the Securities Act of 1933 may be permitted
               to directors, officers and controlling persons of
               the registrant pursuant to the foregoing
               provisions, or otherwise, the registrant has been
               advised that in the opinion of the Securities and
               Exchange Commission such indemnification is
               against public policy as expressed in the
               Securities Act of 1933 and is, therefore,
               unenforceable.  In the event that a claim for
               indemnification against such liabilities
               (other than the payment by the registrant of
               expenses incurred or paid by a director, officer
               or controlling person of the registrant in the
               successful defense of any action, suit or
               proceeding) is asserted by such director, officer
               or controlling person in connection with the
               securities being registered, the registrant will,
               unless in the opinion of its counsel the matter
               has been settled by controlling precedent, submit
               to a court of appropriate jurisdiction the
               question whether such indemnification by it is
               against public policy as expressed in the
               Securities Act of 1933 and will be governed by the
               final adjudication of such issue.


                           SIGNATURES


          Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Cincinnati, State of Ohio, on this 14th day of
January, 1999.


                              MILACRON INC.

                              By: /s/ Ronald D. Brown
                                  ___________________
                                   Ronald D. Brown
                                   Senior Vice President-Finance
                                   and Administration
                                   and Chief Financial Officer


          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities indicated and on this 14th
day of January, 1999.

Signature                      Title

       *                       Chairman, President and Chief
Daniel J. Meyer                Executive Officer and Director
                               (Principal Executive Officer)

       *                       Director
Darryl F. Allen


       *                       Director
Neil A. Armstrong

       *                       Director
David L. Burner


       *                       Director
Barbara Hackman Franklin


       *                       Director
Harry A. Hammerly



       *                       Director
James E. Perrella


       *                       Director
Joseph A. Pichler


       *                       Director
Joseph A. Steger


       *                       Director
Harry C. Stonecipher


       *                      Senior Vice President-
Ronald D. Brown               Finance and Administration
                              and Chief Financial Officer
                              (Principal Financial officer)

       *                      Controller (Chief Accounting
Jerome L. Fedders             Officer)


                              /s/ Ronald D. Brown
                              ____________________________
                              Ronald D. Brown
                              Attorney-In-Fact

*Original Powers of Attorney authorizing Daniel J. Meyer, Ronald
D. Brown and Wayne F. Taylor and each of them to sign this
registration statement on behalf of the above named directors and
officers of the registrant are filed as Exhibit 24 to the
registration statement.






                          EXHIBIT INDEX



4.1  Restated Certificate of Incorporation of Milacron filed with
     the Secretary of State of the State of Delaware on November
     17, 1998
     -Filed herewith

4.3  By-Laws, as amended, of Milacron
     -Filed herewith

5    Opinion of Cravath, Swaine & Moore, counsel for registrant,
     as to legality of the securities offered under the Plan

23.1 Consent of Ernst & Young LLP, independent auditors

23.2 Consent of Cravath, Swaine & Moore-see Exhibit 5

24   Powers of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14708}]
{"company-data": {"conformed-name": "MILACRON INC", "cik": "0000716823", "assigned-sic": "3541", "irs-number": "311062125", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70733", "film-number": "99507604"}, "business-address": {"street1": "4701 MARBURG AVE", "city": "CINCINNATI", "state": "OH", "zip": "45209", "phone": "5138418100"}, "mail-address": {"street1": "4701 MARBURG AVE", "city": "CINCINNATI", "state": "OH", "zip": "45209"}, "former-company": [{"former-conformed-name": "CINCINNATI MILACRON INC /DE/", "date-changed": "19920703"}, {"former-conformed-name": "CINCINNATI MILACRON HOLDINGS INC", "date-changed": "19830503"}, {"former-conformed-name": "CINCINNATI MILLING MACHINE CO", "date-changed": "19600201"}]}
As filed with the Securities and Exchange Commission on January
19, 1999.
Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                  ___________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                Milacron Inc.
              (Exact Name of Registrant as Specified in its Charter)

                                   Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

                                  31-1062125
                    (I.R.S. Employer Identification No.)

                4701 Marburg Avenue, Cincinnati, Ohio       45209
                (Address of Principal Executive Offices) (Zip Code)

                Plan for the Deferral of Director's Compensation
                          (Full Title of the Plan)

                                Wayne F. Taylor
                                Milacron Inc.
                                4701 Marburg Avenue
                                Cincinnati, Ohio 45209
                   (Name and Address of Agent For Service)
 
                                   (513) 841-8100
        (Telephone Number, Including Area Code, of Agent For Service)

                       CALCULATION OF REGISTRATION FEE

                                  Proposed   Proposed
    Title of                      Maximum    Maximum
    Securities        Amount      Offering   Aggregate   Amount of
    to be             to be       Price Per  Offering    Registration
    Registered        Registered  Share 1/   Price 1/    Fee

___________________________________________________________________
    Common Stock,   60,000 Shares  $19.9375  $1,196,250   $332.56
    Par Value $1.00
    Per Share

___________________________________________________________________
1/ Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h) and Rule 457(c)
under the Securities Act of 1933, based on the average of the
high and low prices for shares of Common Stock reported on the
New York Stock Exchange on January 13, 1999.

                             PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1/

Item 1.   Plan Information.

Item 2.   Registrant Information and Employee Plan Annual
          Information.

          __________________________________________

                             PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The annual report of Milacron Inc. (the "Company" or
"Milacron") on Form 10-K for the fiscal year ended December 27,
1997, and all other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since December 27, 1997, are incorporated
herein by reference.  All documents subsequently filed by
Milacron pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment
to this registration statement, which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
registration statement.

_______________________

     1/ This information is not required to be included in, and
is not incorporated by reference in, this Registration Statement.

          The description of Milacron common stock, par value
$1.00 per share included or incorporated by reference in
Milacron's registration statement on Form 8-B, File No. 1-8485,
filed pursuant to Section 12(b) of the Exchange Act, and any
amendments or reports filed for the purpose of updating such
descriptions are incorporated herein by reference.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of the State
of Delaware permits indemnification of the directors and officers
of Milacron involved in a civil or criminal action, suit or
proceeding, including, under certain circumstances, suits by or
in the right of Milacron, for any expenses, including attorneys'
fees, and (except in the case of suits by or in the right of
Milacron) any liabilities which they have incurred in consequence
of such action, suit or proceeding under conditions stated in
said section.

          Article XI of the Restated Certificate of
Incorporation, as amended, of Milacron and Article XII of the By-
Laws, as amended, of Milacron provides, in effect, for
indemnification of the directors and officers of Milacron to the
fullest extent permitted by Section 145.  In addition, Milacron
maintains liability insurance for its directors and officers.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

Exhibit No.

Instruments Defining the Rights of Security Holders,
Including Indentures:

4.1  Restated Certificate of Incorporation of Milacron filed with
     the Secretary of State of the State of Delaware on November
     17, 1998
     -Filed herewith

4.2  By-Laws, as amended, of Milacron
     -Filed herewith

5    Opinion of Cravath, Swaine & Moore, counsel for registrant,
     as to legality of the securities offered under the Plan

23.1 Consent of Ernst & Young LLP, independent auditors

23.2 Consent of Cravath, Swaine & Moore-see Exhibit 5

24   Powers of Attorney

Item 9.   Undertakings.

          (1)  The undersigned registrant hereby undertakes:

               (a)  to file, during any period in which offers or
                    sales are being made, a post-effective
                    amendment to this registration statement:

                    (i)  to include any prospectus required by
                         Section 10(a)(3) of the Securities Act
                         of 1933;

                    (ii) to reflect in the prospectus any facts
                         or events arising after the effective
                         date of this registration statement (or
                         the most recent post-effective amendment
                         thereof) which, individually or in the
                         aggregate, represent a fundamental
                         change in the information set forth in
                         this registration statement;

                   (iii) to include any material information with
                         respect to the plan of distribution not
                         previously disclosed in this
                         registration statement or any material
                         change to such information in this
                         registration statement;

                         provided, however that paragraphs
                         (1)(a)(i) and (1)(a)(ii) do not apply if
                         this registration statement is on Form
                         S-3 or Form S-8 and the information
                         required to be included in a post-
                         effective amendment by those paragraphs
                         is contained in periodic reports filed
                         by the registrant pursuant to Section 13
                         or Section 15(d) of the Securities
                         Exchange Act of 1934 that are
                         incorporated by reference in this
                         registration statement;

               (b)  that, for the purpose of determining any
                    liability under the Securities Act of 1933,
                    each such post-effective amendment shall be
                    deemed to be a new registration statement
                    relating to the securities offered herein,
                    and the offering of such securities at that
                    time shall be deemed to be the initial bona
                    fide offering thereof; and

               (c)  to remove from registration by means of a
                    post-effective amendment any of the
                    securities being registered which remain
                    unsold at the termination of the offering.

          (2)  The undersigned registrant hereby undertakes that,
               for purposes of determining any liability under
               the Securities Act of 1933, each filing of the
               registrant's annual report pursuant to Section
               13(a) or Section 15(d) of the Securities Exchange
               Act of 1934 (and, where applicable, each filing of
               an employee benefit plan's annual report pursuant
               to Section 15(d) of the Securities Exchange Act of
               1934) that is incorporated by reference in this
               registration statement shall be deemed to be a new
               registration statement relating to the securities
               offered herein, and the offering of such
               securities at that time shall be deemed to be the
               initial bona fide offering hereof.

          (3)  Insofar as indemnification for liabilities arising
               under the Securities Act of 1933 may be permitted
               to directors, officers and controlling persons of
               the registrant pursuant to the foregoing
               provisions, or otherwise, the registrant has been
               advised that in the opinion of the Securities and
               Exchange Commission such indemnification is
               against public policy as expressed in the
               Securities Act of 1933 and is, therefore,
               unenforceable.  In the event that a claim for
               indemnification against such liabilities
               (other than the payment by the registrant of
               expenses incurred or paid by a director, officer
               or controlling person of the registrant in the
               successful defense of any action, suit or
               proceeding) is asserted by such director, officer
               or controlling person in connection with the
               securities being registered, the registrant will,
               unless in the opinion of its counsel the matter
               has been settled by controlling precedent, submit
               to a court of appropriate jurisdiction the
               question whether such indemnification by it is
               against public policy as expressed in the
               Securities Act of 1933 and will be governed by the
               final adjudication of such issue.

                           SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Cincinnati, State of Ohio, on this 14th day of
January, 1999.

                              MILACRON INC.

                              By: /s/ Ronald D. Brown
                                  ___________________
                                   Ronald D. Brown
                                   Senior Vice President-Finance
                                   and Administration
                                   and Chief Financial Officer

          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities indicated and on this 14th
day of January, 1999.

Signature                      Title

       *                       Chairman, President and Chief
Daniel J. Meyer                Executive Officer and Director
                               (Principal Executive Officer)

       *                       Director
Darryl F. Allen

       *                       Director
Neil A. Armstrong

       *                       Director
David L. Burner

       *                       Director
Barbara Hackman Franklin

       *                       Director
Harry A. Hammerly

       *                       Director
James E. Perrella

       *                       Director
Joseph A. Pichler

       *                       Director
Joseph A. Steger

       *                       Director
Harry C. Stonecipher

       *                      Senior Vice President-
Ronald D. Brown               Finance and Administration
                              and Chief Financial Officer
                              (Principal Financial officer)

       *                      Controller (Chief Accounting
Jerome L. Fedders             Officer)

                              /s/ Ronald D. Brown
                              ____________________________
                              Ronald D. Brown
                              Attorney-In-Fact

*Original Powers of Attorney authorizing Daniel J. Meyer, Ronald
D. Brown and Wayne F. Taylor and each of them to sign this
registration statement on behalf of the above named directors and
officers of the registrant are filed as Exhibit 24 to the
registration statement.

                          EXHIBIT INDEX

4.1  Restated Certificate of Incorporation of Milacron filed with
     the Secretary of State of the State of Delaware on November
     17, 1998
     -Filed herewith

4.3  By-Laws, as amended, of Milacron
     -Filed herewith

5    Opinion of Cravath, Swaine & Moore, counsel for registrant,
     as to legality of the securities offered under the Plan

23.1 Consent of Ernst & Young LLP, independent auditors

23.2 Consent of Cravath, Swaine & Moore-see Exhibit 5

24   Powers of Attorney