Exhibit 10.7


MILACRON INC.
SUPPLEMENTAL RETIREMENT PLAN, As Amended


This Plan was approved by the Board of Directors on September 15,
1987, to provide supplemental retirement benefits to certain
officers of Milacron Inc.

1.   The term Plan means the Milacron Inc.
     Supplemental Retirement Plan as described in this document.

2.   The following terms shall have the same meanings as those
     defined in the Milacron Retirement Plan,
     hereinafter called the Retirement Plan -

          Highest Average Compensation;
          Accrued Benefit;
          Year of Credited Service;
          Benefit Commencement Date;
          Normal Retirement Date;
          Early Retirement Date;
          Primary Social Security Benefit;
          Actuarial Equivalent;
          Company;
          Board;
          Participant.

     For purposes of this Plan, the term Highest Average
     Compensation shall be determined using "Compensation" as
     defined under the Milacron Retirement Plan
     without regard to any dollar limitations and including
     employee deferrals under the Milacron
     Compensation Deferral Plan.

3.   The term Recipient shall mean a Participant who also holds
     one of the following offices in Milacron Inc.:
     Chairman, President, Vice President, Treasurer, Secretary or
     Controller.

4.   As used in this document, the words "he", "him" and "his"
     shall be taken to refer equally, to a man or a woman.

5.   Subject to the possible choice of a different form of
     benefit as provided in Section 8, a Recipient shall receive,
     beginning on his Benefit Commencement Date and ending on the
     first day of the month in which he dies, a monthly pension
     equal to one-twelfth of the net annual benefit defined in
     Section 6, provided that his benefit has become vested as
     provided in Section 9.

6.   The net annual benefit shall consist of a gross amount, as
     defined in Section 7, reduced by the sum of (a) the
     Recipient's Accrued Benefit under the Retirement Plan, and
     (b) the product obtained by multiplying 1/70th of his
     Primary Social Security Benefit by the number, not in excess
     of 35, of his years of Credited Service.

7.   The gross amount for any Recipient shall be 1.5% of his
     Highest Average Compensation multiplied by the number (not
     greater than 35) of his Years of Credited Service and shall
     be adjusted to reflect an Actuarial Equivalent unless
     retirement is elected under a Company sponsored temporary
     early retirement program.

8.   A Recipient shall have options to elect different forms of
     benefit, and his spouse shall have pre-retirement survivor
     benefits and costs associated therewith, consistent with
     those provided by the Retirement Plan.  Elections made under
     the Retirement Plan and under this Plan need not be the
     same.

9.   Unless forfeited pursuant to Section 13, a Recipient's
     benefit shall become vested -

          (a)  on his Normal Retirement Date; or
          (b)  on his Early Retirement Date; or
          (c)  on involuntary termination of employment before
               reaching the age of 55 but after completion of ten
               Years of Credited Service.

10.  By accepting payment of any benefit under the Plan the
     Recipient agrees not to be employed, or consult, in any
     business which is, or is about to be, engaged in a business
     of the same or substantially the same nature as the
     businesses of the Company or its subsidiaries without prior
     written consent of the Company, and breach of this agreement
     by the Recipient shall be cause for termination of payment
     of benefits under the Plan.

11.  The establishment of the Plan shall not be construed as
     conferring any legal rights upon any Recipient or other
     person for a continuation of employment, nor shall it
     interfere with the rights of the Company to discharge any
     Recipient and to treat him without regard to the effect
     which such treatment might have upon him as a Recipient.

12.  Any benefit payable under the Plan shall not be subject in
     any manner to anticipation, alienation, sale, transfer,
     assignment, pledge, encumbrance, lien or charge, and any
     attempt to cause any such benefit to be so subjected shall
     not be recognized except to such extent as may be required
     by law.

13.  In the event that a Recipient shall at any time be convicted
     of a crime involving dishonesty or fraud on his part in his
     relationship with the Company, all benefits which would
     otherwise by payable to him under the Plan shall be
     forfeited.

14.  The Plan shall be administered by the Personnel and
     Compensation Committee of the Board.

15.  The Company shall have the right to deduct from each payment to 
     be made under the Plan any required withholding taxes.

16.  In the event that a Recipient is unable to care for his affairs
     because of illness or accident, the Board may direct that any
     benefit payment due him, unless claim shall have been made
     therefor by a duly appointed legal representative, be paid to
     his spouse, a child, a parent or other blood relative, or to a
     person with whom he resides, and any such payment so made shall
     be a complete discharge of the liabilities of the Plan therefor.

17.  The Board reserves the right to modify or to amend, in whole or
     in part, or to terminate, this Plan at any time.  However, no
     modification, amendment or termination of the Plan shall
     adversely affect the right of any Recipient to receive the
     benefits granted to him under the Plan before the date of
     modification, amendment or termination.

18.  Amounts, if any, contributed to the Plan by the Company shall be
     held in trust, but shall not be held for the separate account of
     any Recipient.

19.  The Plan shall be governed and construed by the laws of the
     State of Ohio.