AMENDMENT NUMBER TWO, dated as of January 23, 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 as amended
hereby (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;

          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.

          The Credit Agreement is amended as hereinafter
provided in this Section ONE, effective as of January 23, 1996
(the "Amendment Effective Date").

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

          (a)  Section 1.1 shall be amended by adding the
following new definitions in appropriate alphabetical order:

     "'Amendment No. 2' shall mean Amendment Number Two dated
     as of January 23, 1996 to this Agreement."

     "'Authorized Acquisition No. 2' shall mean the acquisition
     by the Company after the Amendment Effective Date of the


 
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      D-M-E Company ("D-M-E") from the Fairchild Corporation for
      an aggregate purchase price of $240,000,000, subject to
      adjustment, no greater than 5%, upon and after the
      consummation of such acquisition."

      "'Consolidated EBITDA' means, without duplication, for any
      consecutive four fiscal quarter period, the sum of the
      amounts for such period of (i) the Company's Consolidated
      Net Income, excluding therefrom any extraordinary
      nonrecurring items of gain or loss, plus (ii) the
      aggregate amounts deducted in determining Consolidated Net
      Income for such period in respect of (a) the provision for
      taxes based on income of the Company and its Subsidiaries,
      (b) Interest Expense and (c) depreciation and amortization
      expenses of the Company and its Subsidiaries, all as
      determined on a consolidated basis for the Company and its
      Subsidiaries for such period in conformity with GAAP;
      provided, that for purposes of calculating Consolidated
      EBITDA of the Company for any rolling four quarters period
      that includes any fiscal quarter of 1995, the
      restructuring charges taken in fiscal 1995 relating to the
      consolidation of certain Widia operations shall be
      excluded from the determination of Consolidated Net Income
      of the Company for the relevant period, but only to the
      extent such non-recurring charges do not exceed
      $25,000,000.  Notwithstanding any provision of this
      Agreement, following the D-M-E Acquisition Date,
      Consolidated EBITDA shall be calculated by adding
      $5,000,000 to the Consolidated EBITDA for each quarter of
      fiscal 1995 and fiscal 1994 included in the period for
      which Consolidated EBITDA is calculated."

      "'D-M-E Acquisition Date' shall mean the date of
      consummation of Authorized Acquisition No. 2."

            (b) Section 1.1 shall be further amended as follows:

            "Applicable Borrowing Margin" shall be amended by
      deleting the definition thereof and replacing it with the
      following:

      "'Applicable Borrowing Margin' shall mean:

            (a)   with respect to Eurodollar Loans and Alternate
      Currency Loans, if the ratio of Consolidated Total
      Indebtedness to Consolidated EBITDA, as evidenced by the
      Compliance Certificate of the Company from the preceding
      quarter and upon receipt of such Compliance Certificate
      the relevant applicable Borrowing Margin will be given
      effect, is (x) greater than 2.70 to 1.0, 1.125% per annum,


 
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      (y) equal to or less than 2.70 to 1.0 but greater than
      2.25 to 1.0, 0.9375% per annum, (z) equal to or less than
      2.25 to 1.0 but greater than 1.75 to 1.0, .75% per annum,
      (xx) equal to or less than 1.75 to 1.0 but greater than
      1.5 to 1.0, .50% per annum, (yy) equal to or less than 1.5
      to 1.0 but greater than 1.25 to 1.0, .375% per annum and
      (zz) equal to or less than 1.25 to 1.0, .250% per annum;
      and

            (b)   with respect to Fixed CD Rate Loans, if the
      ratio of Consolidated Total Indebtedness to  Consolidated
      EBITDA, as evidenced by the Compliance Certificate of the
      Company from the preceding quarter and upon receipt of
      such Compliance Certificate the relevant applicable
      Borrowing Margin will be given effect, is (x) greater than
      2.70 to 1.0, 1.375% per annum, (y) equal to or less than
      2.70 to 1.0 but greater than 2.25 to 1.0, 1.125% per
      annum, (z) equal to or less than 2.25 to 1.0 but greater
      than 1.75 to 1.0, .875% per annum, (xx) equal to or less
      than 1.75 to 1.0 but greater than 1.5 to 1.0, .625% per
      annum, (yy) equal to or less than 1.5 to 1.0 but greater
      than 1.25 to 1.0, .625% per annum and (zz) equal to or
      less than 1.25 to 1.0, .50% per annum; and

            (c)   with respect to Base Rate Loans, if the ratio of
      Consolidated Total Indebtedness to Consolidated EBITDA, as
      evidenced by the Compliance Certificate of the Company
      from the preceding quarter and upon receipt of such
      Compliance Certificate the relevant applicable Borrowing
      Margin will be given effect, is (x) greater than 2.70 to
      1.0, .25% per annum and (y) equal to or less than 2.70 to
      1.0, 0% per annum."

            "Applicable Fee Percentage" shall be amended by
deleting the definition thereof and replacing it with the
following:  

            "'Applicable Fee Percentage' shall mean, with respect
to the Facility Fee as defined in Section 2.13, if the ratio of
Consolidated Total Indebtedness to Consolidated EBITDA, as
evidenced by the Compliance Certificate of the Company from the
preceding quarter and upon receipt of such Compliance
Certificate the relevant Applicable Fee Percentage will be
given effect, is (x) greater than 2.70 to 1.0, .25% per annum,
(y) equal to or less than 2.70 to 1.0 but greater than 2.25 to
1.0, .25% per annum, (z) equal to or less than 2.25 to 1.0 but
greater than 1.75 to 1.0, .25% per annum, (xx) equal to or less
than 1.75 to 1.0 but greater than 1.5 to 1.0, .20% per annum,
(yy) equal to or less than 1.5 to 1.0 but greater than 1.25 to



 
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1.0, .15% per annum and (zz) equal to or less than 1.25 to 1.0,
 .125% per annum."

            "Consolidated Tangible Net Worth" shall be amended by
deleting the definition thereof and replacing it with the
following:

            "'Consolidated Tangible Net Worth' shall mean, as at
      any date at which the amount thereof shall be determined,
      the amount by which the sum of (a) the par value (or value
      stated on the books of the corporation) of the capital
      stock of all classes (other than preferred stock
      redeemable at the option of the holder thereof) of the
      Company, and (b) the amount of the consolidated surplus,
      capital or earned, of the Company and its Consolidated
      Subsidiaries exceeds the sum of (x) the amount of any
      write-up in the book value of any assets of the Company
      and its Consolidated Subsidiaries resulting from the
      revaluation thereof or any write-up in excess of the cost
      of assets acquired, and (y) the aggregate of all amounts
      appearing on the asset side of the consolidated balance
      sheet of the Company for goodwill, patents, patent rights,
      trademarks, trade names, copyrights, franchises, bond
      discounts, underwriting expenses, treasury stock,
      organizational expenses, and other similar items, if any,
      all determined in accordance with GAAP applied on a
      consistent basis with GAAP used in the preparation of the
      consolidated financial statements for the year ended
      12/31/94.  Notwithstanding any provision of this Agreement
      (i) goodwill (as defined by GAAP) associated with the
      Acquisition of Widia, in an amount not to exceed
      $35,000,000, shall be added back into and considered a
      part of Consolidated Tangible Net Worth, (ii) goodwill (as
      definitely by GAAP) associated with the first Authorized
      Acquisition as approved by Amendment Number One, dated as
      of May 31, 1995, in an amount not to exceed $30,000,000,
      shall be added back into and considered a part of
      Consolidated Tangible Net Worth, (iii) goodwill (as
      defined by GAAP) associated with Authorized Acquisition
      No. 2, in an amount not to exceed $185,000,000, shall be
      added back into and considered a part of Consolidated
      Tangible Net Worth and (iv) foreign currency translation
      gains (or losses) shall not be deemed to increase (or
      decrease) Consolidated Tangible Net Worth pursuant to
      Statement of Financial Accounting Standards No. 52 of the
      Financial Accounting Standards Board or otherwise."

            "Consolidated Total Indebtedness" shall be amended by
inserting at the end of the definition, before the period, the
following proviso:  "; provided, however, that such amount


 
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shall be reduced by the amount of Cash or Cash Equivalents of
the Company in excess of $25,000,000 as of the date the amount
thereof shall be determined.  Notwithstanding any provision of
this Agreement, following the D-M-E Acquisition Date, if a
Compliance Certificate is prepared, pursuant to Section 5.1 or
5.14, for a fiscal period prior to the D-M-E Acquisition Date,
Consolidated Total Indebtedness, as calculated for such
Compliance Certificate, shall include the Total Indebtedness
incurred in connection with the Authorized Acquisition No. 2
and allow for an adjustment for Cash and Cash Equivalents of
the Company in excess of $25,000,000 as of the D-M-E
Acquisition Date.

            Notwithstanding any provision of this definition to
the contrary, Consolidated Total Indebtedness shall include,
without duplication, any intercompany or other obligation
(other than an equity security) of the Company or any of its
Subsidiaries that is held by an entity that is a pass-through
entity for Federal income tax purposes and is not a
Consolidated Subsidiary."

            "EBIT" shall be amended by deleting the word "cash"
in the first sentence immediately following the words
"extraordinary nonrecurring."

            "Interest Expense" shall be amended by inserting at
the end of the definition, before the period, the following ";
and provided, further, that Interest Expense will include any
payment or accrual of interest on an obligation held by an
entity that is a pass-through entity for Federal income tax
purposes and is not a Consolidated Subsidiary."

            "Final Maturity Date" shall be amended by deleting
the definition thereof and replacing it with the following:

      "'Final Maturity Date' means January 31, 2000; provided,
      however, that the Company may extend the Final Maturity
      Date for an additional year by giving the Agent written
      notice no later than January 15, 1999 of its desire to
      extend the Final Maturity Date, which extension shall be
      subject to the consent of each Lender (other than a
      Defaulting Lender)".

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

            (a)  Section 2.1(a) shall be amended by deleting
"$150,000,000" immediately following the words "the Total
Revolving Loan Commitment is" and substituting "$300,000,000"
therefor.


 
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            (b)  Section 2.14(a) shall be amended by deleting
"$20,000,000" in clause (iii) immediately following the words
"all Letters of Credit would exceed" and substituting
"$200,000,000, of which $180,000,000 may be used solely in
connection with Authorized Acquisition No. 2" therefor.

            (c)  Section 2.14(f)(1)(i) shall be amended by
deleting it in its entirety and replacing it with the
following:

            "(i)  with respect to drawings made under any Letter
      of Credit, interest, payable on demand, on the amount paid
      by such Issuing Lender in respect of each such drawing
      from and including the drawing payment date through the
      date such amount is reimbursed by the Company (including
      any such reimbursement out of the proceeds of Revolving
      Loans pursuant to Section 2.14(d)) if the ratio of
      Consolidated Total Indebtedness to Consolidated EBITDA is
      (x) greater than 2.70 to 1.0, 1.125% per annum, (y) equal
      to or less than 2.70 to 1.0 but greater than 2.25 to 1.0,
      0.9375% per annum, (z) equal to or less than 2.25 to 1.0
      but greater than 1.75 to 1.0, .75% per annum, (xx) equal
      to or less than 1.75 to 1.0 but greater than 1.5 to 1.0,
      .50% per annum, (yy) equal to or less than 1.5 to 1.0 but
      greater than 1.25 to 1.0, .375% per annum and (zz) equal
      to or less than 1.25 to 1.0, .250% per annum; provided
      that amounts reimbursed after 1:00 p.m. (New York time) on
      any date shall be deemed to be reimbursed on the next
      succeeding Business Day).

                  (d)  Section 2.16 shall be amended by deleting
      the text thereof in its entirety and replacing it with the
      following:

            "All interest, fees and other amounts accruing under
            this Agreement on or prior to, or determined in
            respect of any day accruing on or prior to, the
            Amendment Effective Date shall be computed and
            determined as provided in this Agreement before
            giving effect to Amendment No. 2."

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

            (a)  Section 3.1 shall be amended by inserting "(a)"
before the first sentence and by inserting the following at the
end of such Section:

            "(b)  Mandatory Commitment Reduction.  Except to the
            extent previously reduced pursuant to the provisions


 
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            of Section 3.1 (a) or otherwise, the Total Revolving
            Loan Commitment will reduce on the following dates by
            the following amounts:

                        (i)  If Authorized Acquisition No. 2 has
                  not been consummated by April 15, 1996, the
                  Total Revolving Loan Commitments shall be
                  reduced by $150,000,000.

                       (ii)  On the second anniversary of the
                  Amendment Effective Date, if the Total Revolving
                  Loan Commitment exceeds $150,000,000 such Total
                  Revolving Loan Commitment shall be reduced
                  either by (x) $50,000,000 or (y) if the Total
                  Revolving Loan Commitment is less than
                  $200,000,000, an amount less than $50,000,000
                  such that the resulting Total Revolving Loan
                  Commitment is $150,000,000.

                      (iii)  On on the third anniversary of the
                  Amendment Effective Date, if the Total Revolving
                  Loan Commitment exceeds $150,000,000 such Total
                  Revolving Loan Commitment shall be reduced by
                  either (x) $50,000,000 or (y) if the Total
                  Revolving Loan Commitment is less than
                  $200,000,000, an amount less than $50,000,000
                  such that the resulting Total Revolving Loan
                  Commitment is $150,000,000."

            (b)  Section 3.3 shall be amended by inserting the
following at the end of Section 3.3(b):

            "(c)  On the date of receipt by the Company or any of
its Subsidiaries, directly or indirectly, of any cash proceeds
from the issuance and sale of debt securities or sale of
capital stock of the Company (or rights, warrants or options to
subscribe for such capital stock) (other than proceeds received
from the issuance of capital stock of the Company as a result
of the exercise of rights, warrants or options issued pursuant
to an employee benefit plan), an amount equal to such cash
proceeds (net of underwriting discounts and commissions, other
banking and investment fees, attorneys' and accountants' fees
and other customary fees and other costs associated therewith)
thereof shall be applied to repay then outstanding Loans as
provided in Section 3.3(a) and to reduce permanently the Total
Revolving Loan Commitment by an amount equal to such net cash
proceeds provided, however, that the Total Revolving Loan
Commitment need not be reduced below $150,000,000.




 
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            In the event that any amount would be required
pursuant to clause (c) above to reduce the Total Revolving Loan
Commitment on the second anniversary of the Amendment Effective
Date or the third anniversary of the Amendment Effective Date,
such amount shall be applied after giving effect to the
reduction required by Section 3.1(b) clause (ii) or clause
(iii), as the case may be."

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

            (a)  Section 5.1 shall be amended by inserting the
following at the end of clause (ii): "and the calculation, in
reasonable detail, of the ratio of Consolidated Total
Indebtedness to Consolidated EBITDA".

            (b)  Section 5.6 shall be amended to read as follows:

      "The Company shall maintain, at all times, Consolidated
      Tangible Net Worth of at least $210,000,000 plus an amount
      equal to 50% of Consolidated Net Income, with no reduction
      for losses, earned by the Company and its Subsidiaries
      from and after December 30, 1995 through the date of the
      most recent consolidated balance sheet furnished by the
      Company pursuant to Section 5.1(a) or 5.1(b) plus 100% of
      the net proceeds of any issuance of shares of capital
      stock of the Company (or rights, warrants or options to
      subscribe for such capital stock) on or after December 31,
      1995."

            (c)  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                          70.0%
      12/31/95 - 03/23/96                          68.5%
      03/24/96 - 06/16/96                          67.5%
      06/17/96 - 12/28/96                          65.0%
      12/29/96 - 06/14/97                          62.5%
      06/15/97 - 12/27/97                          60.0%
      12/28/97 - 06/13/98                          57.5%


 
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      06/14/98 - 12/26/98                          55.0%
      12/27/98 - 06/12/99                          52.5%
      06/13/99 and thereafter                      50.0%."

            (d)  A new Section 5.14 shall be added as follows:

      "5.14  Post Amendment Effective Date Requirements.  The
      Company will promptly, and in any event within 10 Business
      Days after the D-M-E Acquisition Date, provide the Agent
      with a pro forma Compliance Certificate of the Company, in
      form and substance reasonably satisfactory to the Agent,
      for the period ending October 7, 1995 calculating the
      ratio of Consolidated Total Indebtedness to Consolidated
      EBITDA."

            (e)  A new Section 5.15 shall be added as follows:

      "5.15  Use of Proceeds.  All Borrowings in excess of
      $150,000,000 and all Letters of Credit Usage in excess of
      $20,000,000 shall be used solely for Authorized
      Acquisition No. 2."

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

            (a)  Section 6.3 shall be amended to read as follows:

      "The Company shall not permit at any time during the
      period indicated the ratio of (i) EBIT of the Company to
      (ii) Interest Expense of the Company to be less than 2.50
      to 1.0.

            (b)  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); (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."


 
<PAGE>
            (c)  Section 6.13 shall be amended by inserting at
      the end thereof the following further proviso:  ";
      provided, further, that the Company and its Subsidiaries
      may make Authorized Acquisition No. 2 for an aggregate
      consideration not to exceed $240,000,000 subject to
      adjustment, no greater than 5%, upon and after
      consummation of such acquisition."

      1.6.  Amendments to the Schedules of the Credit Agreement

            The Lenders' Revolving Loan Commitments shall be
amended to be those set forth on Schedule 2.1 attached hereto
and, in this regard, Schedule 2.1 shall be amended by deleting
it in its entirety and replacing it with the new schedule
attached hereto.

               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
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



 
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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 conditions the
amendments contemplated by this Amendment No. 2 shall become
effective as of the Amendment Effective Date:

            (a)  The Company shall have delivered to the Lenders
a certificate of the Secretary of the Company, dated the
Amendment Effective Date and attaching resolutions of its Board
of Directors in form and substance satisfactory to the Agent
approving and authorizing the execution, delivery and
performance of this Amendment No. 2, signature and incumbency
certificates and such other documents, including, but not
limited to, those related to Authorized Acquisition No. 2, that
the Agent may reasonably request.

            (b)  The Lenders shall have received from the Company
new promissory notes (the "New Dollar Notes"), each duly
executed and delivered by the Company substantially in the form
of Exhibit A hereto, dated the Amendment Effective Date, with
blanks appropriately completed in conformity herewith and in
conformity with the Credit Agreement, such New Dollar Notes
representing the total Obligations of the Company pursuant to
the Credit Agreement as of the Amendment Effective Date.

                       SECTION FOUR - MISCELLANEOUS.

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

            (b)  The Applicable Borrowing Margin, as of the
Amendment Effective Date until receipt of the Compliance
Certificate required by Section 5.14 shall be as follows:

            (i)  with respect to Eurodollar Loans and Alternate
      Currency Loans, 1.125% per annum;


 
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           (ii)  with respect to Fixed CD Rate Loans, 1.375% per
      annum; and

          (iii)  with respect to Base Rate Loans, .25% per annum.

            (c)  The Applicable Fee Percentage, as of the
Amendment Effective Date until receipt of the Compliance
Certificate required by Section 5.14 shall be .25% per annum.

            (d)  The Company agrees to pay as of the Amendment
Effective Date until receipt of the Compliance Certificate
required by Section 5.14 with respect to drawings made under
any Letter of Credit, 1.125% per annum.

            (e)  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.

            (f)  All references to the Credit Agreement shall
mean the Credit Agreement as amended as of the Amendment
Effective Date, and as the same may at any time be amended,
amended and restated, supplemented or otherwise modified from
time to time and as in effect.

            (g)  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.

            (h)  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.

            (i)  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.










 
<PAGE>
            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/  Mary Ann Klemm       
                                       Name:   Mary Ann Klemm
                                       Title:  Vice President


                                 MIDLAND BANK PLC, NEW YORK BRANCH,
                                   as a Lender


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



 
<PAGE>
                                 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/  Edward C. Hathaway     
                                       Name:   Edward C. Hathaway
                                       Title:  First Vice President


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


                                 By:  /s/  David F. Knuth__________
                                       Name:   David F. 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