Exhibit 10.10




                      MILACRON SUPPLEMENTAL EXECUTIVE
                        RETIREMENT PLAN, As Amended


    I.    Purpose

          The purpose of the Milacron Supplemental
          Executive Retirement Plan (the "Plan") is to provide
          supplemental retirement benefits to certain key
          employees of Milacron Inc. and its subsidiaries 
          (the "Company") who meet the eligibility requirements
          of the Plan.

   II.    Definitions

          "Benefit Commencement Date" - shall be the date as
          determined by Article IX herein.

          "Compensation" - shall have the same meaning as that
          term is defined in the Milacron Retirement
          Plan, without regard to any dollar limitations and
          including employee deferrals under the Milacron 
          Compensation Deferral Plan.

          "Compensation Committee" - shall mean the Compensation
          Committee of the Milacron Inc. Board of Directors.

          "Eligible Position" - shall mean the position of
          Chairman, President or Vice President of Milacron Inc. 
          held by an individual who is first elected to the  
          position of either Chairman, President or Vice 
          President of Milacron Inc. prior to July 30, 1998 
          and who continues to hold any such position after 
          July 30, 1998 or any specific position held by an 
          individual subsequent to that individual's
          designation as a key employee by the Compensation
          Committee for purposes of this Plan.

          "Highest Average Compensation" - shall mean the highest
          average of the Participant's Compensation for three
          consecutive years.

          "Normal Retirement Date" - shall have the same meaning
          as that term is defined in the Milacron Retirement Plan.

          "Participant" - shall mean an individual eligible to
          participate in this Plan as set forth in Article V.

          "Years of Credited Service" - shall have the same
          meaning as that term is defined in the Milacron Retirement 
          Plan.

          Solely for purposes of this Plan, the above terms that
          are defined in the Milacron Retirement Plan shall be 
          applied to the Participant with respect to his
          employment with the Company, regardless of the
          Participant's eligibility under the Milacron
          Retirement Plan.

  III.    Effective Date/Plan Year

          This Plan will be effective beginning January 1, 1994.
          The Plan year shall coincide with the calendar year.

   IV.    Election

          Individuals may not participate in both this Plan and
          the Milacron Supplemental Pension Plan or the Milacron 
          Supplemental Executive Pension Plan.  Individuals 
          eligible to participate in this Plan and the Milacron 
          Supplemental Pension Plan or the Milacron Supplemental Executive
          Pension Plan must inform the Compensation Committee at the time 
          of termination of the employment relationship between the Company 
          and the individual as to which plan the individual shall 
          participate.

    V.    Eligibility

          An individual shall be eligible to participate in the
          Plan and thus become a "Participant" if:

          A.   The individual holds or has held an Eligible
               Position; and,

                 (i)  the individual remains in the employ of
                      the Company at least until his Normal
                      Retirement Date; or,

                (ii)  the individual is an employee of the
                      Company on or after his 55th birthday and
                      has at least ten (10) Years of Credited
                      Service with the Company; or,

               (iii)  the individual terminates employment with
                      the Company due to disability as set forth
                      in Article VIII, below.  Or,

          B.   The individual dies while holding an Eligible
               Position as set forth in Article X, below.

   VI.    Benefit

          Participants who have ten (10) Years of Credited
          Service or more as an officer of Milacron
          Inc. shall receive as the annual benefit as of the
          Benefit Commencement Date the greater of: (i) one
          percent (1%) of the Participant's Highest Average
          Compensation for each Year of Credited Service the
          Participant served as an officer of Milacron
          Inc., however, in no event shall this annual benefit
          exceed ten percent (10%) of the Participant's Highest
          Average Compensation; or, (ii) an amount necessary to
          increase the Participant's combined annual benefits
          under this Plan, the Milacron Retirement Plan, the 
          Milacron Retirement Savings Plan, the Milacron 
          Compensation Deferral Plan and the Milacron Inc. 
          Supplemental Retirement Plan to fifty-two and one half 
          percent (52.5%) of the Participant's Highest Average Compensation.

          For purposes of this Plan, the Participant's vested
          account balance, if any, attributable to Employer Basic
          Contributions under the Milacron Retirement Savings Plan 
          and Basic Credits and Discretionary Credits under the 
          Milacron Compensation Deferral Plan will be converted  
          to an actuarially equivalent annual benefit payable for the
          Participant's lifetime commencing at the Participant's Benefit
          Commencement Date, determined based on the actuarial
          assumptions used to calculate lump sum amounts as set
          forth in the Milacron Retirement Plan.

          All other Participants shall receive as the annual
          benefit as of the Benefit Commencement Date, one
          percent (1%) of the Participant's Highest Average
          Compensation for each Year of Credited Service the
          Participant served in an Eligible Position, however, in
          no event shall this annual benefit exceed ten percent
          (10%) of the Participant's Highest Average 
          Compensation.

  VII.    Maximum Benefit

          In no event shall a Participant receive total combined
          annual benefits from this Plan, the Milacron
          Retirement Plan, the Milacron Retirement
          Savings Plan (as determined under Article VI), the
          Milacron Compensation Deferral Plan (as
          determined under Article VI) and the Milacron Inc. 
          Supplemental Retirement Plan in excess of 60% of the 
          Participant's Highest Average Compensation
          and benefits from this Plan shall be reduced
          accordingly, if necessary.

 VIII.    Disability

          An individual who terminates employment with the
          Company due to disability prior to his 55th birthday
          will be a Participant if:

            (i)  the individual at the time of disability held
                 an Eligible Position; and

           (ii)  the individual has ten (10) years Credited
                 Service with the Company; and

          (iii)  the disability is certified by a physician or
                 physicians designated by the Compensation
                 Committee.

   IX.    Benefit Commencement Date

          Except as otherwise stated in this Article IX and
          Article X, benefits shall commence on a Participant's
          Normal Retirement Date.

          For those Participants retiring prior to their Normal
          Retirement Date, benefits shall commence upon the date
          of retirement and shall not be actuarially reduced.

          Benefits to a Participant who terminates employment
          with the Company due to disability prior to age 55
          shall commence upon the date the Participant begins
          receiving benefits from the Milacron Retirement Plan 
          or would be eligible to receive benefits from the 
          Milacron Retirement Plan if he participated therein.

    X.    Death

          An individual who dies while employed by the Company
          and who is not otherwise a Participant in this Plan
          shall be a Participant if:

            (i)  the individual holds an Eligible Position at
                 the time of death; and,

           (ii)  the individual was at the time of his death
                 vested in the Milacron Retirement
                 Plan or the Milacron Retirement
                 Savings Plan.

          If a Participant dies prior to commencement of benefits
          under this Plan and the Participant is survived by a
          spouse to whom he was married on the date he became
          vested under this Plan, the Participant's surviving
          spouse shall receive monthly benefits under this Plan,
          at the time benefits may begin to the surviving spouse
          under the Milacron Retirement Plan, in the form of a life 
          annuity in the amount of fifty percent (50%) of the 
          Participant's benefits under this Plan (with a reduction 
          for commencement prior to the date the Participant would 
          have attained age 55, with such reduction determined in 
          accordance with the Milacron Retirement Plan), determined in
          accordance with Article VI.

   XI.    Payment Options

          Benefits shall be paid to Participants on a monthly
          basis.  Participants who are single shall receive
          benefits under this Plan in the form of a life annuity.
          Participants who are married shall receive benefits in
          the form of a fifty (50%) percent joint and survivor
          annuity which shall not be actuarially reduced;
          however, the benefit to the Participant's spouse shall
          be available only if the Participant is survived by a
          spouse to whom he was married on the date he became
          vested under this Plan.

  XII.    Vesting

          Unless forfeited pursuant to Article XIII, a
          Participant's benefit shall become vested -

            (i)  on his Normal Retirement Date; or

           (ii)  on the date he reaches age 55 and has at least
                 ten (10) Years of Credited Service with the
                 Company; or

          (iii)  on the date of termination of employment due to
                 disability or death.

          If a Participant no longer holds an Eligible Position,
          but remains an employee of the Company, the Participant's 
          service in the Eligible Position and his resulting benefit 
          under this Plan shall not be forfeited.

 XIII.    Fraud

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

  XIV.    Competition

          By accepting payment of any benefit under the Plan the
          Participant 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 without prior written
          consent of the Company, and breach of this agreement by
          the Participant shall be cause for termination of
          payment of benefits under the Plan.

   XV.    Funding

          The Plan shall be unfunded and benefits shall be paid
          only from the general assets of the Company.

  XVI.    Administration

          The general administration of this Plan and the
          responsibility for carrying out and interpreting the
          provisions hereof shall be vested in the Compensation
          Committee.  The Compensation Committee may adopt such
          rules and regulations as it may deem necessary for the
          proper administration of this Plan, which are not
          inconsistent with the provisions hereof, and its
          decision in all matters shall be final, conclusive and
          binding.

 XVII.    Amendment and Termination

          The Board of Directors reserves in its sole and
          exclusive discretion the right at any time and from
          time to time to amend this Plan in any respect or
          terminate this Plan without restriction and without the
          consent of any Participant, provided however, that no
          amendment or termination of this Plan shall impair the
          right of any Participant to receive benefits which have
          become vested prior to such amendment or termination.

XVIII.    Miscellaneous

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

          (b)  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.

          (c)  If a Participant entitled to receive a benefit
          under this Plan is deemed by the Compensation Committee
          or is adjudged by a court of competent jurisdiction to
          be legally incapable of giving valid receipt and
          discharge for such benefit, such payments shall be paid
          to such person or persons as the Compensation Committee
          shall designate or to the duly appointed guardian or
          other legal representative of such Participant.  Such
          payment shall, to the extend made, be deemed a complete
          discharge for such payments under this Plan.

          (d)  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.

          (e)  All expenses and costs in connection with the
          operation of this Plan shall be borne by the Company.

          (f)  The provisions of this Plan shall be construed
          according to the laws of the State of Ohio.

          (g)  The masculine pronoun wherever used herein shall
          include the feminine gender and the feminine shall
          include the masculine and the singular number as used
          herein shall include the plural and the plural shall
          include the singular unless the context clearly
          indicates otherwise.

          (h)  The titles and headings used herein are for
          convenience of reference only and in case of any
          conflict, the text of this Plan, rather than such
          titles or headings, shall be controlling.