COMPANY CONFIDENTIAL


CINCINNATI MILACRON 
1996 SHORT - TERM MANAGEMENT INCENTIVE PLAN

1.   Purpose

     1.1  The purpose of the Cincinnati Milacron Short - Term
Management Incentive Plan (the "Plan") is to provide greater
incentive to key employees by rewarding them with additional
compensation for earning a return on capital in excess of the
cost of capital, and thereby adding economic value to the
Company.  The Plan shall also assist in providing competitive
compensation in order to allow the Company to attract and
retain an outstanding management group.

2.   Definitions

     The following terms shall have the following meanings:

2.1  "Additional Incentive Awards" shall be those Incentive
Awards that may be created through increasing EVA which are in
addition to the Maximum Incentive Award.

2.2  "Anticipated Maximum Base Payout" shall mean the expected
maximum Incentive Award calculated at the beginning of each
Plan Year as set forth in Item 7.1.

2.3  "Business Unit Operating Capital" shall consist of the
following with respect to each Business Unit:          

(a) beginning of the year property, plant and equipment
(including any assets recorded from the capitalization of
leases, as required under SFAS Statement No. 13), plus

[NOTE: When a business unit or a part of it was acquired during
the Plan Year, then the property, plant and equipment shall be
prorated for the amount of the Plan Year following the
acquisition.]

(b) average inventory and accounts receivable exclusive of any
reserve for doubtful accounts, minus

(c) average advance payments - customer down payments and
progress payments on unshipped orders, minus

(d) average trade accounts payable and other net accruals
(which may in some cases be determined by formulas determined
from time to time.

[Note: When the Business Unit is a Group and acquisitions have
been made relative to the Group, then in the first 12 months
following the acquisition 50% of the Net Goodwill accounted for
on the books of the Company shall be added to the above and,
thereafter, 100% of the Net Goodwill accounted for on the books
of the Company shall be added to the above.]

Items (b), (c), (d) and the Net Goodwill above shall be
determined by averaging the amounts of each item at the end of
each of the Company's accounting periods for the current year.

Also, in the event a joint venture contributes to Business Unit
Operating Capital, the joint venture contribution shall be
adjusted downward by the percentage of ownership of the
Company's joint venture partner.

2.4  "Business Unit" shall mean such Business Units as
designated by the Committee from time to time and may consist
of entire operating Groups, divisions, subsidiaries or subparts
thereof.

2.5  "CEO" shall mean the Chief Executive Officer of Cincinnati
Milacron Inc.

2.6  "Committee" shall mean the Personnel and Compensation 
Committee of the Board of Directors.

2.7  "Company" shall mean Cincinnati Milacron Inc., and its
consolidated subsidiaries. 

2.8  "Company Capital" is average shareholders' equity of
Cincinnati Milacron Inc. plus the average outstanding
short-term and long-term consolidated debt, including
liabilities related to capitalized leases as required under
FASB Statement No. 13.  The average shareholders' equity and
the average short-term and long-term debt shall be determined
by averaging the shareholders' equity and short-term and
long-term debt outstanding at the end of the preceding year
with the shareholder's equity and short-term and long-term debt
outstanding at the end of each quarter of the current Plan
Year.

[Note: When acquisitions have been made, then in the first 12
months following the acquisition only 50% of the Net Goodwill
related to such acquisition shall be included in the Company
Capital for such twelve-month period.]

2.9  "Company Cost of Capital" shall mean the product of
Company Capital multiplied by Weighted Average Cost of Capital.

2.10 "Cost of Capital" for a Business Unit which may include a
Group, is calculated by multiplying the Business Unit's
Operating Capital by the Weighted Average Cost of Capital.

2.11 "Earnings before Net Interest and Taxes on Income (EBIT)"   

EBIT for a Business Unit shall mean the Business Unit's
reported operating profit (internal basis) minus any amount of
earnings appropriately apportioned to a partner's interest in a
joint venture, plus or minus such items of income or expense as
the Committee may deem to be extraordinary or not appropriately
included in the Plan.

2.12 "Earnings before Net Interest and Taxes plus Amortization
(EBITA)"

EBITA for the Company shall mean the Company's consolidated
earnings before interest and income taxes plus amortization of
goodwill from acquisitions, plus or minus such items of income
or expense as the Committee may deem to be extraordinary or not
appropriately included in the Plan. 

EBITA for a Group shall mean the Group's externally reported
segment earnings plus amortization of goodwill from
acquisitions, minus any amount of earnings appropriately
apportioned to a partner's interest in a joint venture, plus or
minus such items of income or expense as the Committee may deem
to be extraordinary or not appropriately included in the Plan.

2.13 "Economic Value Added (EVA)"--     

For the Company and for a Group, EVA shall mean the amount by
which EBITA exceeds Cost of Capital.

(EVA for Company  = Company EBITA - Company Cost of Capital)
(EVA for Group = Group EBITA - Group Cost of Capital)

For a Business Unit, EVA shall mean the amount by which the
Business Unit's EBIT exceeds Cost of Capital.

(EVA for Business Unit = EBIT - Cost of Capital)

2.14 "EVA Multipliers" shall be established by the Committee at
the beginning of each Plan Year.  For the 1996 and 1997 Plan
Years, the EVA Multipliers shall be as set forth in Exhibit A.

2.15 "February Plan" shall mean the annual operating plan
prepared for management by each  of the Company's operating
divisions and submitted to and approved by the Board of
Directors.

2.16 "Group" shall mean an operating group identified by
Cincinnati Milacron Inc.

2.17 "Incentive Award Carryover" shall mean the excess funds
generated by increasing EVA as described in Item 6.1.

2.18 "Incentive Award Pools" shall mean the funds established
under this Plan for the payment of Incentive Awards for any one
Plan Year.

2.19 "Incentive Awards" shall mean the Awards under this Plan
given as a result of performance of the Company or applicable
Business Unit.

2.20 "Maximum Incentive Award" shall be calculated in
accordance with Item 5.1.

2.21 "Net Goodwill" shall mean the goodwill accounted for on
the books of the Company relative to an acquisition less
accumulated amortization, adjusted for the net present value of
any tax benefit related to accelerated goodwill amortization,
or tax costs related to a bargain purchase.

2.22 "Participant Category" shall mean the categories described
in Item 5.1.

2.23 "Participants" shall mean those individuals meeting the
criteria set forth in Item 4 herein.

2.24 "Plan Year":  The Plan Year shall coincide with the
Company's fiscal year.

2.25 "Salary":  A Participant's annual base wages paid during
the Plan Year.  Annual base pay does not include Performance
Dividends, salary adjustments or other payments made because of
overseas employment, payment made from the Long Term Incentive
Plan, commission bonus payments, relocation expenses or any
payment made from any employee benefit plan.

 2.26     "Weighted Average Cost of Capital" shall mean the
true cost of capital experienced by the Company during the Plan
Year as determined by the Treasurer using the formula set forth
in Exhibit  B.


3.   Effective Date

     3.1  This Plan shall be effective for the Company's fiscal
year beginning December 31, 1995 and shall continue thereafter
subject to the Committee's approval.  This Plan supersedes the
Cincinnati Milacron Inc. Short - Term Management Incentive Plan
(as amended) Effective December 29, 1991 (the "Old Plan");
however, for Plan Year 1996, incentive awards shall be
calculated under this Plan and under the Old Plan, and
Participants shall receive the higher incentive award under
either calculation.  The Award Carryover at December 28, 1996
shall be calculated in accordance with this Plan.

4.   Participation

     4.1  Participants shall be those key employees of the
Company as identified by the Committee and shall include the
officers of Cincinnati Milacron Inc.  The Awards for Cincinnati
Milacron Inc. Group Vice Presidents will be based 50% on
Company EVA and 50% on the EVA for the operating Group that
they lead.  The Awards for other Participants shall be based on
the results of the Business Unit of which they are a member. 
For those Participants who are members of the Cincinnati
Milacron Inc. corporate staff, Awards shall be based on Company
EVA and the Company shall be considered to be their Business
Unit.

5.   Maximum Incentive Award

     5.1  The Committee shall determine to which Participant
Category each Participant shall be assigned.  The Maximum
Incentive Award for each Participant shall be determined by the
Participant Category to which the Participant is assigned. 
Each Participant's Maximum Incentive Award shall be determined
by multiplying the percentage below (the "Participant's Award
Percentage") corresponding to the appropriate Participant
Category by the Participant's Salary.

Participant         Maximum Incentive Award Expressed 
Catgory             As A Percentage of Salary

CEO       80%
I         50%
II        40%
III       25%

     5.2  The Committee shall have sole discretion as to
assignment of Participants to Participant Categories.  The
following sets forth guidelines as to Participant assignment:

     Participant Category I:  Officers of Cincinnati Milacron
Inc. and other key managers of Business Units.

     Participant Category II:  Heads of major operations or
corporate functions.

     Participant Category III:  Heads and/or managers of major
functions within the Groups or sub-elements.

     5.3  The Committee shall have discretion at any time to
increase or decrease a Participant's Maximum Incentive Award
stated above for a Plan Year by an amount up to one-third. 
Such discretionary factor shall be recommended for Committee
consideration by the CEO.

6.   Incentive Award Pools

     6.1  The Incentive Award Pool shall include amounts
contributed to it from three sources in the following order:

     (a)  Amounts attributable to maintaining a positive EVA
     (b)  Incentive Award Carryover available from prior              
years, and
     (c)  Amounts attributable to increasing EVA.

          (a)  Amounts attributable to maintaining a positive
EVA

          The amount of positive EVA from zero to a maximum of
the prior Plan Year's EVA shall be multiplied by the
appropriate EVA Multiplier in "A" of Exhibit A.  (During the
Plan Year in which an acquisition is made, all positive EVA of
the acquisition shall be considered as maintaining positive EVA
from the prior Plan Year.  In the Plan Year following the
acquisition, the EVA for the acquisition related to the Plan
Year in which the acquisition was made will be annualized and
used as the EVA threshold.)

          (b)  Incentive Award Carryover available from prior
years

               (i)  Calculation of Incentive Award Carryovers

                    Incentive Award Carryover may be generated
only by increasing EVA.  For EVA to be increasing it must be
increasing from either: (i) a positive to a greater positive;
(ii) a negative or zero to a positive; or, (iii) a negative to
a lesser negative or zero. Only that portion of EVA which is
increased over the prior Plan Year's EVA (the "EVA Increase")
shall be considered for calculation of the Incentive Award
Carryover.  Amounts attributable to EVA Increase which remain
unapplied after the Incentive Award Pool is filled to allow for
payout of 100% of the Incentive Awards contemplated under Item
5.1 in a given Plan Year shall be accumulated as Incentive
Award Carryover for possible use in the next three Plan Years. 
In no event, however, shall the Incentive Award Carryover from
one Plan Year exceed  100% of the Anticipated Maximum Base
Payout for that Plan Year.

               (ii) Utilization of Incentive Award Carryover

                    Up to 50% of the original Incentive Award
Carryover may be used in subsequent years.  An Incentive Award
Carryover not used within the three Plan Years following its
creation shall expire.

               (iii)     Reduction of Incentive Award Carryover

                    In the event a Business Unit's EVA
decreases from a positive to a negative from one Plan Year to
the next, the amount of decrease in EVA below zero shall be
multiplied by the EVA Multiplier set forth in "B" of Exhibit A. 
In the event a Business Unit's EVA decreases from a negative to
a greater negative from one Plan Year to the next, the entire
amount of decrease in EVA shall be multiplied by the EVA
Multiplier set forth in "B" of Exhibit A.  The resulting dollar
amount shall eliminate equivalent amounts of Incentive Award
Carryover available to the Business Unit.  Reductions shall be
made to the oldest Incentive Award Carryover first.  Reductions
in excess of the amount of total Incentive Award Carryover
available shall have no further effect.

          (c)  Amounts attributable to increasing EVA

               The amount of EVA for a given Plan Year that
increases above the prior Plan Year's EVA shall be multiplied
by the appropriate EVA Multiplier in "C", "D", "E" or "F" of
Exhibit A.

7.   Determination of Incentive Award Amounts

     7.1  At the beginning of each Plan Year the Company shall
compute an Anticipated Maximum Base Payout for each Business
Unit.  The Anticipated Maximum Base Payout shall be computed as
follows:

The anticipated Salary during the Plan Year for each
Participant shall be multiplied by that Participant's Incentive
Award Percentage as set forth in Item 5.1.  The results of
these calculations shall be added together, the sum shall be
rounded to the nearest $5,000 and will be the Anticipated
Maximum Base Payout.

     7.2  If the amount of the Incentive Award Pool equals or
exceeds the Anticipated Maximum Base Payout, Participants shall
receive 100% of their Maximum Incentive Award as stated in Item
5.1.

     7.3  If the amount of the Incentive Award Pool is less
than the Anticipated Maximum Base Payout, then the Participants
will receive an incentive award determined by the following
formula:

Incentive Award Pool divided by Anticipated Maximum Base Payout
with the result multiplied by the Participant's Incentive Award
Percentage times the Participant's actual Salary received
during the Plan Year equals the Participant's Incentive Award.
(See the formula example below)


<TABLE>
<CAPTION>
EXAMPLES

<S>                    <C>  <C>             <C>   <C>       <C> <C>
Incentive Award Pool        individual                          Incentive       
--------------------   X    Participant's    X    Salary    =   Award*
Anticipated Maximum         Incentive Award   
Base Payout                 Percentage
 


*not to exceed 100% of Maximum Incentive Award.

Examples (assuming $800,000 Anticipated Maximum Base Payout):

For 100% of Maximum Incentive Award for a Category I Participant:
     $800,000/$800,000 X 50% X Salary = Incentive Award of 50% of Salary

For 100% of Maximum Incentive Award for a Category II Participant:
     $800,000/$800,000 X 40% X Salary = Incentive Award of 40% of Salary

For 70%  of Maximum Incentive Award for a Category I Participant:
     $560,000/$800,000 X 50% X Salary = Incentive Award of 35% of Salary

For 70% of Maximum Incentive Award for a Category III Participant:
     $560,000/$800,000 X 25% X Salary = Incentive Award of  17.5% of Salary


</TABLE>



8.   Additional Incentive Awards   

      8.1 If, after calculation of the Incentive Award Pool and
the creation of the maximum Incentive Award Carryover for the
Plan year, an amount of funds attributable to increasing EVA
remains, the excess shall form a second pool (the "Additional
Incentive Awards Pool") which may not exceed 100% of the
Business Unit Award Pool.  The Additional Incentives Awards
Pool shall be distributed to Participants in the same
proportion as they receive payment from the Incentive Award
Pool, however, in no case shall the total payout to any
Participant under this Plan exceed 200% of that Participant's
designated Maximum Incentive Award.

     8.2  Any amounts attributable to increasing EVA that
remain after calculation of the Incentive Award Pool under item
6.1, the Incentive Award Carryover under Item 6.1(b)(i) and the
Additional Incentive Awards Pool under Item 8.1, shall have no
further effect.

9.   Other Annual Awards Not Included in the Plan

     9.1  In addition to Incentive Award under this Plan, the
CEO can, subject to approval by the Committee, make
discretionary bonus awards to individuals, not included in this
Plan, for specific outstanding performances during the year. 
It shall be the responsibility of the Cincinnati Milacron Inc.
officers  to recommend individuals for these bonuses each year,
giving detailed information on the performance being
recognized.  

10.  Time and Form of Payment of Incentive Award

     10.1 Payments shall be made in the first quarter following
the end of the Plan Year after the Company's consolidated
financial statements are audited by its independent auditors.

     10.2 Incentive Award shall be paid in one lump sum to
Participants by separate checks issued by the Company, unless
deferred in whole or part pursuant to Item 11.1.  The amounts
calculated in Items 7, 8 and 9 above shall be the gross amount
payable to the Participant.  The Company shall make all
withholdings required by law.  Participants shall not be
allowed to elect any type of voluntary deductions from bonus
amounts.

     10.3 For those Business Units reporting in a currency
other than U.S. dollars, Incentive Awards will be calculated in
the Business Units' local currency and will be translated to
U.S. dollars at the currency translation rate in effect at the
beginning of the year.

11.  Deferrals

     11.1 Should tax laws allow individuals to defer receipt
and taxation on compensation, Participants may be allowed to
request deferral of all or a portion of their awards pursuant
to any plan for the deferral of compensation which the Company
may have in effect from time to time.

12.  Termination

     12.1 In the event a Participant ceases to be a Participant
as a result of death, retirement or disability (as those terms
are defined in the Cincinnati Milacron Retirement Plan), the
individual or the individual's estate shall receive a bonus
under this Plan at the time stated in Item 10 above.  The
amount of bonus shall be prorated for the amount of time during
the Plan Year that the eligible employee was a Participant.

     12.2 In the event a Participant ceases to be a Participant
for any reason other than stated in Item 12.1, the individual
shall immediately cease to be an eligible employee under this
Plan and the individual shall not receive a bonus hereunder
related to the Plan Year in which the individual ceased to be a
Participant.  If the individual ceased to be a Participant as
stated in this Item 12.2 after the end of a Plan Year, but
prior to the payout of the bonus in the first calendar quarter,
the individual will receive payment of the bonus, if any,
related to the recently ended Plan Year.

13.  Transfers

     13.1 In the event a Participant transfers from one
Business Unit to another during a Plan Year, all calculations
under this Plan shall be prorated for the amount of the Plan
Year spent in each Business Unit.

14.  Mid Year Participants

     14.1 In the event an individual becomes a Participant
during the Plan Year, amounts payable hereunder shall be
prorated for the portion of the Plan Year in which the
individual was a Participant.

15.  Administration

     15.1 The Plan shall be administered by the Committee.  The
Committee shall have sole and complete authority to adopt,
alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from
time to time deem advisable and to interpret the terms and
provisions of the Plan.

16.  Review of Calculations

     16.1 At the request of the Committee, the calculations
under this Plan shall be reviewed for accuracy by the Company's
independent auditors using such procedures as necessary under
the circumstances.


17.  Termination of the Plan

     17.1 The Committee may suspend, terminate or amend this
Plan at any time.  Amendments may be applied retrospectively to
the beginning of the then current Plan Year, but shall not
affect bonuses related to Plan Years that were completed prior
to the time of the amendment.

18.  Miscellaneous

     18.1 Nothing contained in this Plan guarantees the
continued employment of a Participant with the Company.

     18.2 No benefit hereunder may be assigned, pledged,
mortgaged or hypothecated and, to the extent permitted by law,
no such benefit shall be subject to legal process or attachment
for the payment of any claims against any person entitled to
receive the same.

     18.3 Payments made under this Plan shall be subject to
withholding as shall at the time be required under any income
tax or other laws, whether of the United States or any other
jurisdiction.

     18.4 The provisions of the Plan shall be construed
according to the laws of the State of Ohio.


97agrsw\shttrm.205






EXHIBIT A



EVA Effect                                        Multiplier

A    Positive EVA maintained                           2.0%

B    EVA decreasing from positive to                  (8.0%)     
     negative or negative to a greater 
     negative               

C    Positive EVA increased                            8.0%

D    Negative EVA increased from                       8.0%
     negative to break-even EVA                  

E    Break-even to positive EVA                        8.0%

F    Negative EVA improved towards                     8.0% 
     positive, but not reaching positive                   













                           EXHIBIT B*

                   CMI's TRUE COST OF CAPITAL
               = WEIGHTED AVERAGE COST OF DEBT AND EQUITY

The cost of equity (y)= risk free rate (RF) + risk index,             
commonly known as beta (RI)x market risk premium (MRP) or

                   (y)   = RF + (RI x MRP)

                         (example)
                         RF = Risk free rate of 30 year                        
                         treasury bonds

                         Five year average rate of 
                         30 year treasury bonds         = 7.04%

                         Premium built into Long-
                         bond rate = .25 of MRP (6.00%) = 1.50%

                         Risk free rate                 = 5.54%

                         RI = Risk index, five year 
                              average beta for CMI  = 1.19

                         MRP = Market risk premium for stock 
                               market over risk free rate = 6% 
                          (y) = 5.54% + (1.19 X 6.00%)
                          (y) = 5.54% + 7.14% = 12.68%

                        The cost of the equity is 12.68%




Cost of Debt

The cost of debt = CMI's current weighted average borrowing
rate for all debt at the beginning of the Plan Year = 7.00%

Weighted Average Cost of Debt and Equity

Targeted ratio of debt and equity shall be recommended by
management and approved by the Committee.

     
                               Target              Weighted
             Cost              Percent               Cost                       

Debt         7.00%     x        45%         =        3.15%
                         
Equity      12.68%     x        55%         =        6.97%

Weighted average cost of 
capital (pre-tax)                           =       10.12%



*Note:  The figures above are those for Plan Year 1996 and 1997
and are presented for illustrative purposes.  These figures
will change from Plan Year to Plan Year.