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)   March 3, 1994


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


        Delaware                 1-8475             31-1062125    
(State or other jurisdiction   (Commission File   (I.R.S. Employer
     of incorporation)          Number)            Identification No.)


  4701 Marburg Avenue, Cincinnati, Ohio                 45209         
(Address of principal executive offices)           (Zip Code)


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


                              NONE                                   
(Former name or former address, if changed since last report)





Item 5.   Other Events

          Cincinnati Milacron Inc. (the "Company") is filing herewith
          management's discussion and analysis of financial condition
          and results of operations as Exhibit 99.1 which is
          incorporated herein by reference.


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

          The Company's audited consolidated balance sheet as of
          January 1, 1994 and January 2, 1993, and the related audited
          consolidated statements of earnings, changes in shareholders'
          equity, and cash flows, for each of the three years in the
          period ended January 1, 1994 (with notes thereto), are filed
          herewith as Exhibit 99.2 and incorporated herein by
          reference.  Additional pro forma financial information is
          filed herewith as Exhibit 99.3 and is incorporated herein by
          reference.

The following Exhibits are included with this Form 8-K.

Exhibit                                      Sequential
Number    Description of Exhibit             Page Number

23.1      Consent of Ernst & Young

99.1      Management's discussion 
          and analysis of financial
          condition and results of 
          operations

99.2      Audited financial
          statements as of and 
          for the year ended 
          January 1, 1994

99.3      Pro forma financial
          information


                             SIGNATURES


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:  March 3, 1994               By:  /s/ Ronald D. Brown      
                                        Ronald D. Brown
                                        Vice President-Finance


                             SIGNATURES


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:  March 3, 1994               By:  _____________________
                                        Ronald D. Brown
                                        Vice President-Finance