=====================================================================

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                ___________


                                FORM 10-K/A
                              Amendment No. 1

[x]  Annual  Report  Pursuant  to Section 13 or  15(d)  of  the  Securities
     Exchange  Act  of  1934  (Fee Required). For  the  fiscal  year  ended
     December 31, 1998.

[ ]  Transition  Report Pursuant to Section 13 or 15(d) of  the  Securities
     Exchange Act of 1934 (No Fee Required). 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)

Registrant's telephone number including area code (513) 841-8000

Securities registered pursuant to Section 12(b) of the Act:
  Title of each class:             Name of each exchange on which registered:
Common Shares - Par Value $1.00         New York Stock Exchange, Inc.

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to  Item
405  of  Regulation S-K is not contained herein, and will not be contained,
to  the  best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K  or  any
amendment to this Form 10-K.

The  aggregate market value of voting stock held by non-affiliates  of  the
registrant is $679,968,999 at 3/12/99.*

*Voting  stock  held by officers, directors and principal  holders  is  not
included  in  the  computation.   The Company,  however,  has  not  made  a
determination that such individuals are "affiliates" within the meaning  of
Rule 405 under the Securities Act of 1933.

Number of shares of Common Stock, $1.00 par value, outstanding as of  March
12, 1999: 37,292,033

Documents incorporated by reference:
PART III - Proxy statement, dated March 26, 1999
============================================================================
                      Milacron Inc. and Subsidiaries
                                   Index



                                                          Page No.


                                    PART IV


 Item 6.   (a) EXHIBITS


 Exhibit 27 - Amended Financial Data Schedules             Filed Herewith



The undersigned registrant hereby amends its Annual Report on Form 10-K for
the period ended December 31, 1998 to restate the historic income statement
line items for the fiscal years ended December 28, 1996, and December 27,
1997, and the quarterly periods ended March 22, 1997, June 14, 1997,
October 4, 1997, March 31, 1998, June 30, 1998, and September 30, 1998,
each previously reported on Exhibit (27) Financial Data Schedule.  This
restatement reflects the reclassification in each of the foregoing
periods of the amortization expense related to deferred debt issuance
costs from other expense to interest expense.



SIGNATURES

Pursuant  to  the  requirements of Section 13 or 15(d)  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:  June 23, 1999             BY:  /s/ Jerome L. Fedders
                                      Jerome L. Fedders
                                      Controller



Date:  June 23, 1999             BY:  /s/ Ronald D. Brown
                                      Ronald D. Brown
                                      Senior Vice President - Finance and
                                      Administration and Chief Financial
                                      Officer