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                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                     
                                     
                                ___________
                                     
                                     
                                FORM 10-Q/A
                              AMENDMENT No. 1




[x]  Amendment No. 1 to Quarterly Report Pursuant to Section 13 or 15(d) of
     the Securities Exchange Act of 1934.

     For the quarter ended March 31, 1998

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934.

     For the transition period from __________ to __________


                       Commission file number 1-8485
                                     
                                     
                         CINCINNATI MILACRON INC.

     (Exact name of registrant as specified in its charter)

               Delaware                                31-1062125
       (State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization)             Identification No.)

                            4701 Marburg Avenue
                          Cincinnati, Ohio 45209
                 (Address of principal executive offices)
                                     
                               (513)841-8100
           (Registrant's telephone number, including area code)

Indicate  by  check mark whether the registrant (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.

                            Yes [x]     No [ ]

Number of shares of Common Stock, $1.00 par value, outstanding as
of May 8, 1998:   39,523,690
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                 Cincinnati Milacron Inc. and Subsidiaries
                                   Index



                                                              Page No.

                                 PART IV.


Item 6.   (a)  Exhibits
             
              Exhibit 27 - Revised Financial Data 
                            Schedules                     Filed Herewith
              
              
              

The  undersigned registrant hereby amends its Quarterly Report on Form 10-Q
for  the period ended March 31, 1998 to restate Exhibit (27) Financial Data
Schedule  to  apply  Statement of Financial Accounting Standards  No.  128,
"Earnings  Per  Share," to prior periods (1995 full  year,  1996  and  1997
cumulative quarters).



                 Cincinnati Milacron Inc. and Subsidiaries
                                     
                                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 thereunto duly authorized.




                                Cincinnati Milacron Inc.



Date:   June 15, 1998           By:/s/Jerome L. Fedders
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                                   Jerome L. Fedders
                                   Controller



Date:   June 15, 1998           By:/s/Ronald D. Brown
        -------------              ------------------------------------
                                   Ronald D. Brown
                                   Senior Vice President - Finance and
                                   Administration and Chief Financial
                                   Officer