Exhibit   10.7

     AMENDMENT NUMBER SEVEN, dated as of September
29, 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, Amendment Number Five dated as of
December 31, 1997 and Amendment Number Six and
Consent, dated as of September 22, 1998 (the "Credit
Agreement"), among CINCINNATI MILACRON INC., (to be
Milacron, Inc. after October 5, 1998) 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 - AMENMENTS TO CREDIT AGREEMENT

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

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

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

     "'Amendment No. 7' shall mean Amendment Number
Seven dated as of September 29, 1998 to this
Agreement."

     (b) Section 1.1 shall be further amended as
follows:

     "'Consolidated EBITDA' shall be amended by
deleting the definition thereof and replacing it with
the following:

     "'Consolidated EBITDA' means, without
duplication, for any consecutive four fiscal quarter
period, the sum of the amounts for such period of (i)
the Company's Consolidated Net Income, excluding
therefrom any extraordinary nonrecurring items of
gain or loss, plus (ii) the aggregate amounts
deducted in determining Consolidated Net Income for
such period in respect of (a) the provision for taxes
based on income of the Company and its Subsidiaries,
(b) Interest Expense and (c) depreciation and
amortization expenses of the Company and its
Subsidiaries, all as determined on a consolidated
basis for the Company and its Subsidiaries for such
period in conformity with GAAP; provided, that for
purposes of calculating Consolidated EBITDA of the
Company for any rolling four quarters period that
includes any fiscal quarter of 1995, the
restructuring charges taken in fiscal 1995 relating
to the consolidation of certain Widia operations
shall be excluded from the determination of
Consolidated Net Income of the Company for the
relevant period, but only to the extent such
nonrecurring charges do not exceed $25,000,000.
Notwithstanding any provision of this Agreement, (x)
following the D-M-E Acquisition Date, Consolidated
EBITDA shall be calculated by adding $5,000,000 to
the Consolidated EBITDA for each quarter of fiscal
1995 and fiscal 1994 included in the period for which
Consolidated EBITDA is calculated and (y) for any
rolling four quarters period that includes the third
fiscal quarter of 1998, the non-recurring losses
relating to the machine tool business, including the
loss on its sale, shall be excluded from the
determination of Consolidated Net Income of the
Company for the relevant period, but only to the
extent such nonrecurring losses do not exceed
$40,000,000."

     "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,
(v) the goodwill (as defined by GAAP) associated with
the acquisition of Master Unit Dye, in an amount not
to exceed $8,000,000, shall be added back into and
considered a part of Consolidated Tangible Net Worth
(vi) 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,
and (vii) the non-recurring losses relating to the
machine tool business, including the loss on its
sale, reported in the Company's financial statements
for the third fiscal quarter of 1998, shall be added
back into and considered a part of Consolidated Net
Worth."

     "'EBIT' shall be amended by deleting the
definition thereof and replacing it with the
following:

     "'EBIT' of the Company for any rolling four
quarters period (taken as one accounting period)
shall mean the following: the Consolidated Net Income
of the Company for such period, before interest
expense and interest income and provision for taxes
and without giving effect to any extraordinary
nonrecurring gains or losses for such period;
provided, that for purposes of calculating EBIT of
the Company for any period ending on or after the
first anniversary of the date of the consummation of
the Widia Acquisition, EBIT of Widia shall be
measured from and after the date of the consummation
of the Widia Acquisition; provided, further, that for
purposes of calculating EBIT of the Company for any
rolling four quarters period that includes the third
fiscal quarter of 1993, a nonrecurring charge
relating to the Company's blown film business shall
be excluded from the determination of Consolidated
Net Income of the Company for the relevant period,
but only to the extent that such non-recurring charge
did not exceed $18,000,000; provided, further, that
for purposes of calculating EBIT of the Company for
any rolling four quarters period that includes the
fourth fiscal quarter of 1993, a non recurring
restructuring charge taken in the fourth fiscal
quarter of 1993 relating to the Company's machine
tool business and disposal of the blown film systems
business shall be excluded from the determination of
Consolidated Net Income of the Company for the
relevant period, but only to the extent that such non
recurring charge did not exceed $51,800,000;
provided, further, that for purposes of calculating
EBIT of the Company for any rolling four quarters
period that includes the fourth fiscal quarter of
1994 or any fiscal quarter of 1995, the restructuring
charges taken in fiscal 1994 or 1995 relating to the
consolidation of certain Valenite and Widia
operations shall be excluded from the determination
of Consolidated Net Income of the Company for the
relevant period, but only to the extent such non
recurring charges do not exceed $25,000,000; and
provided, further, that for purposes of calculating
EBIT of the Company for any rolling four quarters
period that includes the third fiscal quarter of
1998, the non-recurring losses relating to the
Company's machine tool business shall be excluded
from the determination of Consolidated Net Income of
the Company for the relevant period, but only to the
extent such nonrecurring losses do not exceed
$40,000,000."

      1.2. Amendment to Section 5 (Affirmative
Covenants) to the Credit Agreement
     
     (a) Section 5.6. shall be amended by deleting
the text thereof in its entirety and replacing it
with the following:
     
     "5.6 Consolidated Tangible Net Worth. The
Company shall maintain, at all times, Consolidated
Tangible Net Worth of at least $210,000,000 plus an
amount equal to 50% of Consolidated Net Income, with
no reduction for losses (except such nonrecurring
losses relating to the machine tool business,
including the loss on its sale, taken in the third
fiscal quarter of 1998, which losses may be deducted)
earned by the Company and its Subsidiaries from and
after December 30, 1995 through the date of the most
recent consolidated balance sheet furnished by the
Company pursuant to Section 5.1(a) or 5.l(b) plus
100% of the net proceeds of any issuance of shares of
capital stock of the Company (or rights, warrants or
options to subscribe for such capital stock) on or
after December 31, 1995."
     
     SECTION TWO - 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 THREE - 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:
Name: Robert P. Lienesch
Title: Vice President and Treasurer


CINCINNATI MILACRON
KUNSTSTOFFMASCHINEN EUROPA GmbH
By:
Name: 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






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


NBD BANR, N.A.,
as a Lender
By :
Name: Edward C. Hathaway
Title: First Vice President
     
     
PNC BANK, National Association,
as a Lender
By:
Name: David F. Knuth
Title: Vice President