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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 September 30, 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
                               
                               
                         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 November 10, 1998:   38,455,432
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                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 September 30, 1998 to restate
the  income statement line items previously reported on Exhibit
(27)  Financial Data Schedule.  This restatement  reflects  the
effect  of discontinued operations resulting from the  sale  of
its  machine  tools segment (MTG) for prior periods  (1996  and
1997 full year and 1997 and 1998 cumulative quarters).



                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.




                                Milacron Inc.



Date:   December 7, 1998        By:/s/Jerome L. Fedders
                                   Jerome L. Fedders
                                   Controller



Date:   December 7, 1998        By:/s/Ronald D. Brown
                                   Ronald D. Brown
                                   Senior Vice
                                   President - Finance and
                                   Administration and Chief
                                   Financial Officer