AMENDMENT NUMBER THREE, dated as of April 26, 1996
("Amendment"), to the Amended and Restated Revolving Credit
Agreement dated as of December 31, 1994, as amended by
Amendment Number One, dated as of May 31, 1995 and Amendment
Number Two, dated as of January 23, 1996 (the "Credit
Agreement"), among CINCINNATI MILACRON INC., a Delaware
corporation (the "Borrower" and the "Company"), CINCINNATI
MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH, a German corporation
(the "German Borrower" and, collectively, with the Company, the
"Borrowers"), the lenders listed on Schedule 2.1 thereto (each
a "Lender" and collectively, the "Lenders") and BANKERS TRUST
COMPANY, a New York banking corporation ("BTCo"), as a Lender
and as agent for the Lenders (in such capacity, including its
successors and permitted assigns, the "Agent").  Capitalized
terms used and not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement.

          WHEREAS, the Borrowers have requested that the Agent
and the Lenders amend certain provisions of the Credit
Agreement and Amendment Number Two;

          WHEREAS, the Agent and the Lenders have considered
and agreed to the Borrowers' requests, upon the terms and
conditions set forth in this Amendment;

          NOW, THEREFORE, in consideration of the foregoing,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:

         SECTION ONE - AMENDMENTS TO CREDIT AGREEMENT.

          The Credit Agreement is amended as hereinafter
provided in this Section ONE, effective as of the date that all
of the conditions set forth in Section Three of Amendment No. 3
shall have been satisfied (the "Amendment Effective Date").


          1.1.  Amendments to Section 1 (Definitions) of the
Credit Agreement

          Section 1.1 shall be amended by adding the following
new definition in the appropriate alphabetical order

          "'Amendment No. 3' shall mean Amendment Number Three
dated as of April 26, 1996 to this Agreement."



 
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          1.2.  Amendments to Section 2 (Amount and Terms of
Loans) to the Credit Agreement

          Section 2.1(b) shall be amended by deleting
"$100,000,000" immediately following the words "Deutsche Mark
Revolving Loans, would exceed" and substituting "$125,000,000"
therefor.


          1.3.  Amendments to Section 3 (Reductions in
Commitments) to the Credit Agreement

          Section 3.1 shall be amended by deleting "(a)" before
the first subclause thereof and deleting Section 3.1(b) in its
entirety.

          Section 3.3 shall be amended by deleting Section
3.3(c) in its entirety.


          1.4.  Amendments to Section 5 (Affirmative Covenants)
to the Credit Agreement

          (a)  Section 5.11 shall be amended to read as
follows:

     "The Company shall maintain, at all times during
     the respective periods indicated below, a ratio of
     Consolidated Total Indebtedness to the sum of
     (i) Consolidated Total Indebtedness plus
     (ii) Consolidated Tangible Net Worth not to exceed
     the respective ratio, as expressed in percentage
     form, indicated during such period:

          Period                     Percentage

     10/08/95 - 12/30/95                70.00%
     12/31/95 - 03/23/96                68.50%
     03/24/96 - 06/15/96                60.00%
     06/16/96 - 10/05/96                58.75%
     10/06/96 - 12/28/96                57.50%
     12/29/96 - 03/22/97                56.25
     03/23/97 - 06/14/97                55.00%
     06/15/97 - 10/04/97                53.75%
     10/05/97 - 01/03/98                52.50%
     01/04/98 - 03/28/98                51.25%
     03/29/98 and thereafter            50.00%."

          (b)  Section 5.15 shall be deleted in its entirety.



 
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          1.5.  Amendments to Section 6 (Negative Covenants) of
the Credit Agreement

          (a)  Section 6.4 shall be amended to read as follows:

     "The Company shall not permit at any time the ratio of (i)
     (a) EBIT of the Company plus (b) depreciation expense of
     the Company and its Consolidated Subsidiaries plus
     (c) amortization expense of the Company and its
     Consolidated Subsidiaries minus (d) Consolidated Capital
     Expenditures minus (e) any amounts expended by the Company
     and its Consolidated Subsidiaries to redeem or purchase
     indebtedness (including current maturities of long-term
     indebtedness but excluding in all cases redemptions or
     repurchases funded from other sources such as permitted
     refinancings or the issuance of Securities and also
     excluding the redemption of indebtedness for money
     borrowed related to Authorized Acquisition No. 2 of D-M-E
     in an aggregate amount not to exceed $180,000,000); (in
     the case of each of clauses (b)-(e) only expenditures
     actually made and expenses charged against earnings when
     determining EBIT during the applicable four-quarter period
     shall be included) to (ii) Fixed Charges of the Company
     and its Consolidated Subsidiaries to be less than 1.50 to
     1."

          (b)  Section 6.13 shall be amended by deleting
"$15,000,000" in the first sentence immediately following the
words "having a fair market value individually or in the
aggregate of" and substituting "$50,000,000" therefor and by
inserting at the end of last sentence the following
"; provided, further that the Company shall be in pro forma
compliance with all terms and conditions hereof as of the end
of the immediately preceding quarter.

         SECTION TWO - REPRESENTATIONS AND WARRANTIES.

          The Company hereby confirms, reaffirms and restates
the representations and warranties made by it in Section 8 of
the Credit Agreement, as amended hereby, and all such
representations and warranties are true and correct in all
material respects as of the date hereof.  The Company further
represents and warrants (which representations and warranties
shall survive the execution and delivery hereof) to the Agent
and each Lender that:

          (a)  The Company and the German Borrower each has the
corporate power, authority and legal right to execute, deliver
and perform this Amendment and has taken all corporate actions



 
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necessary to authorize the execution, delivery and performance
of this Amendment;

          (b)  No consent of any person other than all of the
Lenders, and no consent, permit, approval or authorization of,
exemption by, notice or report to, or registration, filing or
declaration with, any governmental authority is required in
connection with the execution, delivery, performance, validity
or enforceability of this Amendment;

          (c)  This Amendment has been duly executed and
delivered on behalf of each of the Company and the German
Borrower by a duly authorized officer or attorney-in-fact of
the Company and the German Borrower, as the case may be, and
constitutes a legal, valid and binding obligation of the
Company and the German Borrower, as the case may be,
enforceable in accordance with its terms, except as the
enforceability thereof may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws
affecting creditor's rights generally or by equitable
principles relating to enforceability; and

          (d)  The execution, delivery and performance of this
Amendment will not violate (i) any provision of law applicable
to the Company or the German Borrower or (ii) contractual
obligation of either the Company or the German Borrower, except
in the case of clause (i) or (ii), such violations that would
not have, singly or in the aggregate, a Material Adverse
Effect.

             SECTION THREE - CONDITIONS PRECEDENT.

          Upon the fulfillment of the following condition the
amendments contemplated by this Amendment shall become
effective as of the Amendment Effective Date:

          (a)  The Company shall have received, no later than
June 30, 1996, at least $125,000,000 in cash proceeds (net of
underwriting discounts and commissions, other banking and
investment fees, attorneys' and accountants' fees and other
customary fees and costs associated therewith) from the sale of
its common stock.

          (b)  The Agent shall have received duly executed
counterparts hereof.







 
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                 SECTION FOUR - MISCELLANEOUS.


          (a)  Section Four (a) of Amendment No. 2 shall be,
amended effective as of the Amended Effective Date, by deleting
the words "and (ii) on the first anniversary of the Amendment
Effective Date" therefor.

          (b)  The Company shall pay to each Lender on the
Amendment Effective Date in cash in Dollars a fee equal to
1/20% of such Lender's Commitment in effect at the opening of
business on such Date.

          (c)  Except as herein expressly amended, the Credit
Agreement and all other agreements, documents, instruments and
certificates executed in connection therewith, except as
otherwise provided herein, are ratified and confirmed in all
respects and shall remain in full force and effect in
accordance with their respective terms.

          (d)  All references to the Credit Agreement and
Amendment No. 2 shall mean, after the amendments contemplated
by this Amendment have become effective, the Credit Agreement
and Amendment No. 2 as amended as of the Amendment Effective
Date, and as the same may at any time therefor be amended,
amended and restated, supplemented or otherwise modified from
time to time and as in effect.

          (e)  This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be an
original and all of which shall constitute one and the same
agreement.

          (f)  THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.

          (g)  This Amendment shall not constitute a consent or
waiver to or modification of any other provision, term or
condition of the Credit Agreement.  All terms, provisions,
covenants, representations, warranties, agreements and
conditions contained in the Credit Agreement, as amended
hereby, shall remain in full force and effect.









 
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          IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above
written.


                            CINCINNATI MILACRON INC.


                            By:  /s/ Kenneth W. Mueller        
                                 Name:   Kenneth W. Mueller
                                 Title:  Treasurer


                            CINCINNATI MILACRON
                              KUNSTSTOFFMASCHINEN EUROPA GmbH


                            By:  /s/ Kenneth W. Mueller        
                                 Name:  Kenneth W. Mueller
                                 On the basis of power of
                                 attorney dated as of
                                 December 22, 1994


                            BANKERS TRUST COMPANY, as a
                              Lender and as Agent


                            By:  /s/ Dana Klein                
                                 Name:  Dana Klein
                                 Title: Vice President


                            CREDIT LYONNAIS CHICAGO
                              BRANCH, as a Lender


                            By:  /s/ Sandra E. Horwitz         
                                 Name:  Sandra E. Horwitz
                                 Title:  First Vice President
                                         and Branch Manager

                            MIDLAND BANK PLC, NEW YORK BRANCH,
                              as a Lender


                            By:  /s/ Jonathan Morris           
                                 Name:  Jonathan Morris
                                 Title: Vice President



 
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                            MORGAN GUARANTY TRUST COMPANY OF
                              NEW YORK, as a Lender


                            By:  /s/ Timothy S. Broadbent      
                                 Name:  Timothy S. Broadbent
                                 Title: Vice President


                            NATIONSBANK N.A., as a Lender


                            By:  /s/ Jay Johnston              
                                 Name:  Jay Johnston
                                 Title: Senior Vice President


                            NBD BANK, as a Lender


                            By:  /s/ Michael C. Mahoney        
                                 Name:  Michael C. Mahoney
                                 Title: Vice President


                            PNC BANK, OHIO, N.A., as a Lender


                            By:  /s/ David K. Knuth            
                                 Name:  David K. Knuth
                                 Title: Vice President


                            SOCIETY NATIONAL BANK, as a
                              Lender


                            By:  /s/ Wayne K. Guessford        
                                 Name:  Wayne K. Guessford
                                 Title: Vice President


                            STAR BANK, N.A., as a Lender


                            By:  /s/ Thomas D. Gibbons         
                                 Name:  Thomas D. Gibbons
                                 Title: Vice President




 
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