Exhibit 10.6
                                
                                
           AMENDMENT NUMBER SIX AND CONSENT, dated as
September 22, 1998 ("Amendment"), to the Amended and Restated
Revolving Credit Agreement dated as of December 31, 1994, as
amended by Amendment Number One, dated as of May 31, 1995,
Amendment Number Two, dated as of January 23, 1996 and Amendment
Number Three, dated as of April 26, 1996, Amendment Number Four
dated as of March 14, 1997 and Amendment Number Five dated as of
December 31, 1997 (the "Credit Agreement"), among CINCINNATI
MILACRON INC., a Delaware corporation (the "Borrower" and the
"Company"), CINCINNATI MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH,
a German corporation (the "German Borrower" and, collectively,
with the Company, the "Borrowers"), the lenders listed on
Schedule 2.1 thereto (each a "Lender" and collectively, the
("Lenders") and BANKERS TRUST COMPANY, a New York banking
corporation ("BTCo"), as a Lender and as agent for the Lenders
(in such capacity, including its successors and permitted
assigns, the "Agent"). Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the
Credit Agreement.

     WHEREAS, the Borrowers have requested that the Agent and the
Lenders amend certain provisions of the Credit Agreement;

     WHEREAS, the Agent and the Lenders have considered and
agreed to the Borrowers' requests, upon the terms and conditions
set forth in this Amendment;

     WHEREAS, the consent of the Requisite Lenders is necessary
to effect this Amendment;

     NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

SECTION ONE - CONSENTS

     (a) The Requisite Lenders hereby consent to, and agree to
waive compliance by the Borrowers with any provisions of the
Credit Agreement which otherwise might prohibit the consummation
of the Authorized Divestiture, including, without limitation,
Sections  5.4, 6.2 and 6.6 of the Credit Agreement.

     (b) The Requisite Lenders hereby consent to, and agree to
waive compliance by the Borrowers of any provisions of the Credit
Agreement which otherwise might prohibit the consummation of
Authorized Acquisition No. 3, including, without limitation
Section 6.13 of the Credit Agreement.

SECTION TWO - AMDENDMENTS TO CREDIT AGREEMENT

     The Credit Agreement is amended as hereinafter pro vided,
effective as of the date hereof.

     2 .1. Amendments to Section 1 (Definitions) of the Credit
Agreement

     (a) Section 1.1 shall be amended by adding the following new
definitions, in the appropriate alphabetical order;

     "'Amendment No. 6' shall mean Amendment Number Six dated as
of September 22, 1998 to this Agreement."
          
     "'Authorized Acquisition No. 3'" shall mean the
acquisition by the Company of the Uniloy plastics machinery
division of Johnson Controls, Inc. for an aggregate purchase
price of approximately $210 million in cash (exclusive of
commissions, other banking and investment fees, attorneys',
accountants', financial advisors' and investment bankers' fees
and other customary fees and costs associated therewith) subject
to post-closing adjustments."

     "'Authorized Divestiture' shall mean the sale of the
Company's machine tool business (which includes both the U.S. and
U.K. manufacturing facilities and worldwide sales organization,
the headquarters building and shares of The Factory Power
Company) to UNOVA, Inc. for an aggregate sales price of
approximately $178 million in cash (exclusive of commissions,
other banking and investment fees, attorneys', accountants',
financial advisors' and investment bankers' fees and other
customary fees and costs associated therewith) subject to post
closing adjustments."

     (b) Section 1.1 shall be further amended as follows:
provided, that with respect to the definition of "Consolidated
Tangible Net Worth", such definition shall not be deemed to be
amended as provided in this Amendment unless and until the
company shall have closed Authorized Acquisition No. 3.

     "Consolidated Tangible Net Worth" shall be amended by
deleting the definition thereof and replacing it with the
following:

     "'Consolidated Tangible Net Worth' shall mean, as at
any date at which the amount thereof shall be determined, the
amount by which the sum of (a) the par value (or value stated on
the books of the corporation) of the capital stock of all classes
(other than preferred stock redeemable at the option of the
holder thereof) of the Company, and (b) the amount of the
consolidated surplus, capital or earned, of the Company and its
Consolidated Subsidiaries exceeds the sum of (x) the amount of
any write-up in the book value of any assets of the Company and
its Consolidated Subsidiaries resulting from the revaluation
thereof or any write-up in excess of the cost of assets acquired,
and (y) the aggregate of all amounts appearing on the asset side
of the consolidated balance sheet of the Company for goodwill,
patents, patent rights, trademarks, trade names, copyrights,
franchises, bond discounts, underwriting expenses, treasury
stock, organizational expenses, and other similar items, if any,
all determined in accordance with GAAP applied on a consistent
basis with GAAP used in the preparation of the consolidated
financial statements for the year ended 12/31/94. Notwithstanding
any provision of this Agreement (i) goodwill (as defined by GAAP)
associated with the Acquisition of Widia, in an amount not to
exceed $35,000,000, shall be added back into and considered a
part of Consolidated Tangible Net Worth, (ii) goodwill (as
definitely by GAAP) associated with the first Authorized
Acquisition as approved by Amendment Number One, dated as of May
31, 1995, in an amount not to exceed $30,000,000, shall be added
back into and considered a part of Consolidated Tangible Net
Worth, (iii) goodwill (as defined by GAAP) associated with
Authorized Acquisition No. 2, in an amount not to exceed
$185,000,000, shall be added back into and considered a part of
Consolidated Tangible Net Worth (iv) goodwill (as defined by
GAAP) associated with Authorized Acquisition No. 3, in an amount
not to exceed $165,000,000, shall be added back into and
considered a part of Consolidated Tangible Net Worth and (v)
foreign currency translation gains (or losses) shall not be
deemed to increase (or decrease) Consolidated Tangible Net Worth
pursuant to Statement of Financial Accounting Standards No. 52 of
the Financial Accounting Standards Board or otherwise."

SECTION THREE - REPRESENTATIONS AND WARRANTIES

     The Company hereby confirms, reaffirms and restates the
representations and warranties made by it in Section 8 of the
Credit Agreement and all such representations and warranties are
true and correct in all material respects as of the date hereof
except such representations and warranties need not be true and
correct to the extent that changes in the facts and conditions on
which such representations and warranties are based are required
or permitted under the Credit Agreement or such changes arise out
of events not prohibited by the covenants set forth in Sections 5
and 6 of the Credit Agreement. The Company further represents and
warrants (which representations and warranties shall survive the
execution and delivery hereof) to the Agent and each Lender that:

     (a) The Company and the German Borrower each has the
corporate power, authority and legal right to execute, deliver
and perform this Amendment and has taken all corporate actions
necessary to authorize the execution, delivery and performance of
this Amendment;

     (b) No consent of any person other than all of the Lenders,
and no consent, permit, approval or authorization of, exemption
by, notice or report to, or registration, filing or declaration
with, any governmental authority is required in connection with
the execution, delivery, performance, validity or enforceability
of this Amendment;

     (c) This Amendment has been duly executed and delivered on
behalf of each of the Company and the German Borrower by a duly
authorized officer or attorney-in-fact of the Company and the
German Borrower, as the case may be, and constitutes a legal,
valid and binding obligation of the Company and the German
Borrower, as the case may be, enforceable in
accordance with its terms, except as the enforceability thereof
may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting creditor's
rights generally or by equitable principles relating to
enforceability; and

     (d) The execution, delivery and performance of this
Amendment will not violate (i) any provision of law applicable to
the Company or the German Borrower or (ii) any contractual
obligation of either the Company or the German Borrower, except
in the case of clause (i) or (ii), such violations that would not
have, singly or in the aggregate, a Material Adverse Effect.




SECTION FOUR - MISCELLANEOUS

     (a) Except as herein expressly amended, the Credit Agreement
and all other agreements, documents, instruments and certificates
executed in connection therewith, except as other wise provided
herein, are ratified and confirmed in all respects and shall
remain in full force and effect in accordance with their
respective terms.

     (b) All references to the Credit Agreement shall mean the
Credit Agreement as amended as of the Amendment Effective Date,
and as the same may at any time be amended, amended and restated,
supplemented or otherwise modified from time to time and as in
effect.

     (c) This Amendment may be executed by the parties hereto in
one or more counterparts, each of which shall be an original and
all of which shall constitute one and the same agreement.

     (d) THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.

     (e) This Amendment shall not constitute a consent or waiver
to or modification of any other provision, term or condition of
the Credit Agreement. All terms, provisions, covenants,
representations, warranties, agreements and conditions contained
in the Credit Agreement, as amended hereby, shall remain in full
force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.


CINCINNATI MILACRON INC.
By: Robert P. Lienesch
Title: Vice President and Treasurer


CINCINNATI MILACRON KUSTSTOFFMASCHINEN EUROPA GmbH
By: Ronald D. Brown
On the basis of power of attorney dated as of December 22, 1994




BANKERS TRUST COMPANY, as a Lender and as Agent
By:
Name:   ANTHONY LoGRIPPO
Title:  VICE PRESIDENT


COMERICA BANK,
as a Lender By:
Name:  L.J. Santinoi
Title:  First Vice President


CREDIT LYONNAIS
CHICAGO BRANCH,
as a Lender
By:
Name: Mary Ann Klemm
Title: Vice President


KEYBANK NATIONAL ASSOCIATION, as a Lender By:
Name: Thomas J. Purcell
Title: Vice President


MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as a Lender
By:
Name: Raymond K. Otto
Title: Vice President


NATIONSBANK N.A., as a Lender By:
Name: Philip Durand
Title: VP


PNC BANK, National Association, as a Lender By:
Name: Bruce A. Kinter
Title: Vice President

NBD BANR, N.A.,
as a Lender
By :
Name: Edward C. Hathaway
Title: First Vice President


STAR BANR, N.A., as a Lender
By: Name: Thomas D. Gibbons
Title: Vice President