CONSENT OF EXPERTS and COUNSEL


CONSENT of INDEPENDENT AUDITORS

We   consent  to  the  incorporation  by  reference  in   the
Registration  Statement (Form S-8 No. 2-83269) pertaining  to
the  1979 Long-term Incentive Plan, the 1982 Incentive  Stock
Option  Plan  and  Performance  Dividend  Plan,  Registration
Statement (Form S-8 No. 2-89499) pertaining to the 1984 Long-
term Incentive Plan, Registration Statement (Form S-8 No. 33-
20503)  pertaining  to  the  1987 Long-term  Incentive  Plan,
Registration Statement (Form S-8 No. 33-33623) pertaining  to
the Retirement Savings Plan, Registration Statement (Form S-8
No. 33-44423) pertaining to the 1991 Long-term Incentive Plan
and Registration Statement (Form S-8 No. 33-56403) pertaining
to  the  1994 Long-term Incentive plan of Cincinnati Milacron
Inc.  of our report dated February 13, 1997, with respect  to
the  consolidated financial statements and schedule  included
in this Annual Report (Form 10-K) of Cincinnati Milacron Inc.
for the year ended December 28, 1996.



                                /s/ ERNST & YOUNG LLP




Cincinnati, Ohio
March 18, 1997