SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549
  
                              ___________
  
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
  
                                                               
                    Cincinnati 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)
  
           Cincinnati Milacron 1994 Long-Term Incentive Plan
                       (Full Title of the Plan)
  
                            Wayne F. Taylor
                       Cincinnati 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)
  
  Approximate date of commencement of proposed sale:  As soon
  as practicable after this Registration Statement becomes
  effective.
  
  
  
  
  
  
  
  <TABLE>
  
                      CALCULATION OF REGISTRATION FEE
<CAPTION>

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

<S>               <C>        <C>        <C>          <C>
_________________________________________________________

Common Stock     2,000,000   $25.06    $50,120,000   $17,282.76
Par Value $1.00
Per Share                                                         

<FN>
<F1>
1/ Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457, based on the
average of the high and low prices for shares of Common Stock reported on
the New York Stock Exchange composite Tape on November 8, 1994 of
$25.06.
</TABLE>
                              _______________

In accordance with the provisions of Section 8(a) of the
Securities Act of 1933, as amended, this Registration Statement
shall become effective on the twentieth day after the date of its
filing with the Securities and Exchange Commission.











                                  PART I

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

Item 1.   Plan Information.

Item 2.   Registrant Information and Employee Plan Annual
          Information.

                __________________________________________

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The annual report of Cincinnati Milacron Inc. (the
"Company" or "Cincinnati Milacron") on Form 10-K/A Amendment No.
2 for the fiscal year ended January 1, 1994, and all other
reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act since January 1, 1994, are incorporated
herein by reference.  All documents subsequently filed by
Cincinnati Milacron pursuant to Section 13(c), 14 or 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 by reference herein 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 by
reference herein 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.
<PAGE>
          The description of Cincinnati Milacron common stock,
par value $1.00 per share (the "Common Stock"), included or
incorporated by reference in its registration statement on Form
8-B, File No. 1-8485, filed pursuant to Section 12(b) of the
Exchange Act, is 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 Cincinnati Milacron involved in a civil or criminal action,
suit or proceeding, including, under certain circumstances, suits
by or in the right of Cincinnati Milacron, for any expenses,
including attorneys' fees, and (except in the case of suits by or
in the right of Cincinnati Milacron) any liabilities which they
may have incurred in consequence of such action, suit or
proceeding under conditions stated in said section.

          Article XII of the Certificate of Incorporation of
Cincinnati Milacron provides, in effect, for indemnification of
the directors and officers of Cincinnati Milacron to the fullest
extent permitted by Section 145.  In addition, Cincinnati
Milacron maintains liability insurance for its directors and
officers.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.



Exhibit No.

4    Instruments Defining the Rights of Security Holders,
     Including Indentures:

     4.1  12% Sinking Fund Debentures due July 15, 2010

          -    Incorporated herein by reference to the Company's
               Registration Statement on Form S-3 filed June 27,
               1985 (File No. 2-98653)

     4.2  8-3/8% Notes due 2004

          -    Incorporated herein by reference to the Company's
               Amendment No. 3 to Form S-4 Registration Statement 
               dated July 7, 1994 (File No. 33-53009)

     4.3  Cincinnati Milacron hereby agrees to furnish to the
          Securities and Exchange Commission, upon its request,
          the instruments with respect to the long-term debt for
          securities authorized thereunder which do not exceed
          10% of the registrant's total consolidated assets

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

15   Letter regarding unaudited interim financial information -
     Not Applicable

23.1 Consent of Ernst & Young LLP, independent auditors

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

24   Power of Attorney

27   Financial Data Schedule - Not Applicable

28   Information from reports furnished to State insurance
     regulatory authorities - Not Applicable

99   Additional Exhibits - Not Applicable

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 the 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
                         the registration statement;

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

                         provided, however that paragraphs
                         (1)(a)(i) and (1)(a)(ii) do not apply if
                         the 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 the
                         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 therein,
                    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 the purpose 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 the
               registration statement shall be deemed to be a new
               registration statement relating to the securities
               offered therein, 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 Act 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 Act and
               will be governed by the final adjudication of such
               issue.

     

<PAGE>
                                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, and State of Ohio, on this 9th day of
November, 1994.


                              CINCINNATI MILACRON INC.

                              By:  /s/ Ronald D. Brown
                                   ____________________
                                   Ronald D. Brown
                                   Vice President-Finance


          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 9th 
day of November, 1994.

Signature                     Title

        *                     Chairman of the Board (Chief
Daniel J. Meyer               Executive Officer) and Director


        *                     President (Chief Operating
Raymond E. Ross               Officer) and Director


        *                     Director
Darryl F. Allen


        *                     Director
Neil A. Armstrong



        *                     Director
Lyle Everingham


       *                      Director
James A. D. Geier


       *                      Director
Harry A. Hammerly


       *                      Director
James E. Perrella


       *                      Director
Joseph A. Steger


       *                      Director
Harry C. Stonecipher


       *                      Vice President, Finance (Chief
Ronald D. Brown               Financial Officer)


       *                      Controller (Chief Accounting
Robert P. Lienesch            Officer)

                              /s/ Ronald D. Brown
                              ___________________________
                              Ronald D. Brown
                              Vice President, Finance
                              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.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15016}]
{"company-data": {"conformed-name": "CINCINNATI MILACRON INC /DE/", "cik": "0000716823", "assigned-sic": "3541", "irs-number": "311062125", "state-of-incorporation": "DE", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56403", "film-number": "94558574"}, "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 HOLDINGS INC", "date-changed": "19830503"}, {"former-conformed-name": "CINCINNATI MILLING MACHINE CO", "date-changed": "19600201"}]}
SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549
  
                              ___________
  
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
  
                                                               
                    Cincinnati 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)
  
           Cincinnati Milacron 1994 Long-Term Incentive Plan
                       (Full Title of the Plan)
  
                            Wayne F. Taylor
                       Cincinnati 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)
  
  Approximate date of commencement of proposed sale:  As soon
  as practicable after this Registration Statement becomes
  effective.
  
  
  
  
  
  
  
  
  
                      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  Unit 1/    Price 1/     Fee
_________________________________________________________

Common Stock     2,000,000   $25.06    $50,120,000   $17,282.76
Par Value $1.00
Per Share
1/ Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457, based on the
average of the high and low prices for shares of Common Stock reported on
the New York Stock Exchange composite Tape on November 8, 1994 of
$25.06.
_______________

In accordance with the provisions of Section 8(a) of the
Securities Act of 1933, as amended, this Registration Statement
shall become effective on the twentieth day after the date of its
filing with the Securities and Exchange Commission.

                                  PART I

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

Item 1.   Plan Information.

Item 2.   Registrant Information and Employee Plan Annual
          Information.

                __________________________________________

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The annual report of Cincinnati Milacron Inc. (the
"Company" or "Cincinnati Milacron") on Form 10-K/A Amendment No.
2 for the fiscal year ended January 1, 1994, and all other
reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act since January 1, 1994, are incorporated
herein by reference.  All documents subsequently filed by
Cincinnati Milacron pursuant to Section 13(c), 14 or 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 by reference herein 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 by
reference herein 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 Cincinnati Milacron common stock,
par value $1.00 per share (the "Common Stock"), included or
incorporated by reference in its registration statement on Form
8-B, File No. 1-8485, filed pursuant to Section 12(b) of the
Exchange Act, is 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 Cincinnati Milacron involved in a civil or criminal action,
suit or proceeding, including, under certain circumstances, suits
by or in the right of Cincinnati Milacron, for any expenses,
including attorneys' fees, and (except in the case of suits by or
in the right of Cincinnati Milacron) any liabilities which they
may have incurred in consequence of such action, suit or
proceeding under conditions stated in said section.

          Article XII of the Certificate of Incorporation of
Cincinnati Milacron provides, in effect, for indemnification of
the directors and officers of Cincinnati Milacron to the fullest
extent permitted by Section 145.  In addition, Cincinnati
Milacron maintains liability insurance for its directors and
officers.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

Exhibit No.

4    Instruments Defining the Rights of Security Holders,
     Including Indentures:

     4.1  12% Sinking Fund Debentures due July 15, 2010

          -    Incorporated herein by reference to the Company's
               Registration Statement on Form S-3 filed June 27,
               1985 (File No. 2-98653)

     4.2  8-3/8% Notes due 2004

          -    Incorporated herein by reference to the Company's
               Amendment No. 3 to Form S-4 Registration Statement 
               dated July 7, 1994 (File No. 33-53009)

     4.3  Cincinnati Milacron hereby agrees to furnish to the
          Securities and Exchange Commission, upon its request,
          the instruments with respect to the long-term debt for
          securities authorized thereunder which do not exceed
          10% of the registrant's total consolidated assets

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

15   Letter regarding unaudited interim financial information -
     Not Applicable

23.1 Consent of Ernst & Young LLP, independent auditors

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

24   Power of Attorney

27   Financial Data Schedule - Not Applicable

28   Information from reports furnished to State insurance
     regulatory authorities - Not Applicable

99   Additional Exhibits - Not Applicable

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 the 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
                         the registration statement;

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

                         provided, however that paragraphs
                         (1)(a)(i) and (1)(a)(ii) do not apply if
                         the 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 the
                         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 therein,
                    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 the purpose 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 the
               registration statement shall be deemed to be a new
               registration statement relating to the securities
               offered therein, 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 Act 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 Act 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, and State of Ohio, on this 9th day of
November, 1994.

                              CINCINNATI MILACRON INC.

                              By:  /s/ Ronald D. Brown
                                   ____________________
                                   Ronald D. Brown
                                   Vice President-Finance

          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 9th 
day of November, 1994.

Signature                     Title

        *                     Chairman of the Board (Chief
Daniel J. Meyer               Executive Officer) and Director

        *                     President (Chief Operating
Raymond E. Ross               Officer) and Director

        *                     Director
Darryl F. Allen

        *                     Director
Neil A. Armstrong

        *                     Director
Lyle Everingham

       *                      Director
James A. D. Geier

       *                      Director
Harry A. Hammerly

       *                      Director
James E. Perrella

       *                      Director
Joseph A. Steger

       *                      Director
Harry C. Stonecipher

       *                      Vice President, Finance (Chief
Ronald D. Brown               Financial Officer)

       *                      Controller (Chief Accounting
Robert P. Lienesch            Officer)

                              /s/ Ronald D. Brown
                              ___________________________
                              Ronald D. Brown
                              Vice President, Finance
                              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.