FORM OF SPECIMEN STOCK CERTIFICATE



 






Exhibit 4.1







	MILACRON INC.




	THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NV AND RIDGCFIELD PARK, NJ




	CUSIP S1S7DT ID 3
SEE REVERSE FOR CERTAIN DEFINITIONS




	FULLY PAI D AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF
$1 PER SHARE OF




	COUNTERSIGNED AND REGISTERED:
MELLON INVESTOR SERVICES LLC






 









 









MILACRON INC.




     THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER
WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE
COMPANY IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS
OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH
REQUEST MAY BE ADDRESSED TO THE SECRETARY OF THE COMPANY OR TO THE
TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE.



     The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 
	TEN COM

	 	- as tenants in common
	 	UNIF GIFT MIN ACT-
	                                      Custodian                          
	TEN ENT

	 	- as tenants by the entireties
	 	 	 	             (Cust)                                          (Minor)       
	JT TEN

	 	- as joint tenants with right of
	 	 	 	under Uniform Gifts to Minors
	

	 	  survivorship and not as tenants	 	 	 	 
	

	 	  in common
	 	 	 	Act                                      
	

	 	 	 	 	 	              (State)







Additional abbreviations may also be used though not in the above list.




For value received,
                 
                
    hereby sell, assign and transfer unto




PLEASE
INSERT SOCIAL SECURITY OR OTHER
              IDENTIFYING
NUMBER OF ASSIGNEE




















PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE



















Shares
of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint














Attorney to transfer the
said stock on the books of the within-named Company with full power of substitution in the premises.




Dated,  




SIGNATURE(S) GUARANTEED:










	THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.




NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE CERTIFICATE. IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.




     This certificate also evidences and entitles the
holder hereof to certain Rights as set forth in a Rights
Agreement dated as of February 5, 1999 as it may be
amended from time to time (the “Rights Agreement”),
between Milacron Inc. (the “Company”) and ChaseMellon
Shareholder Services, L.L.C., now named Mellon Investor
Services LLC, as Rights Agent (the “Rights Agent”), the
terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal
executive offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such
Rights shall be evidenced by separate certificates and
shall no longer be evidenced by this certificate. At the
expense of the Company, the Rights Agent shall mail to
the holder of this certificate a copy of the Rights
Agreement without charge to such holder after receipt of
a written request therefor. Rights beneficially owned by
Acquiring Persons or their Affiliates or Associates (as
such terms are defined in the Rights Agreement) and by
any subsequent holder of such rights are null and void
and nontransferable.