As filed with the Securities and Exchange Commission
on November 12, 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.)

          2090 Florence Avenue, Cincinnati, Ohio
       45206 (Address of Principal Executive
       Offices) (Zip Code)

         Milacron Inc. 1999 Employee Stock Purchase Plan
                    (Full Title of the Plan)

                                Hugh C. O'Donnell
                                 Milacron Inc.
                              2090 Florence Avenue
                            Cincinnat, Ohio 45206
                   (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,   500,000 Shares $14.9375 $7,468,750.00 $2,076.31
    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 November 9, 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 31, 1998, 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 31, 1998, 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 ("Section 145") permits
indemnification by Milacron 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 actually
and reasonably incurred in consequence of such
action, suit or proceeding under conditions stated in
said section.

          Article Eleventh of the Restated
Certificate of Incorporation 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.

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 hereof)
                         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 10th day of November,
1999.
                              MILACRON INC.

                                  /s/ Robert P. Lienesch
                              By: ___________________
                                   Robert P. Lienesch
                                   Vice President-
                                   Finance and Treasurer
                                   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 10th
day of November, 1999.

Signature                      Title

       *                       Chairman 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


       *                      President and
Ronald D. Brown               Chief Operating 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 Hugh C. O'Donnell 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



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": 13494}]
{"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": "333-90767", "film-number": "99747818"}, "business-address": {"street1": "2090 FLORENCE AVENUE", "street2": "PO BOX 63716", "city": "CINCINNATI", "state": "OH", "zip": "45206", "phone": "513-487-5000"}, "mail-address": {"street1": "2090 FLORENCE AVENUE", "street2": "P.O. BOX 63716", "city": "CINCINNATI", "state": "OH", "zip": "45206"}, "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 November 12, 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.)

          2090 Florence Avenue, Cincinnati, Ohio
       45206 (Address of Principal Executive
       Offices) (Zip Code)

         Milacron Inc. 1999 Employee Stock Purchase Plan
                    (Full Title of the Plan)

                                Hugh C. O'Donnell
                                 Milacron Inc.
                              2090 Florence Avenue
                            Cincinnat, Ohio 45206
                   (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,   500,000 Shares $14.9375 $7,468,750.00 $2,076.31
    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 November 9, 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 31, 1998, 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 31, 1998, 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 ("Section 145") permits
indemnification by Milacron 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 actually
and reasonably incurred in consequence of such
action, suit or proceeding under conditions stated in
said section.

          Article Eleventh of the Restated
Certificate of Incorporation 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.

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 hereof)
                         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 10th day of November,
1999.
                              MILACRON INC.

                                  /s/ Robert P. Lienesch
                              By: ___________________
                                   Robert P. Lienesch
                                   Vice President-
                                   Finance and Treasurer
                                   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 10th
day of November, 1999.

Signature                      Title

       *                       Chairman 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

       *                      President and
Ronald D. Brown               Chief Operating 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 Hugh C. O'Donnell 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

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