Exhibit 10.8



                    MILACRON INC.

        Plan for the Deferral of Directors' Compensation, As Amended


     1.    Purposes. The purposes of the Milacron Inc.
(the  "Company") Plan for the Deferral of Directors' Compensation
(the  "Plan") are to encourage the Company's Directors to  invest
in  the  future  of the Company through ownership of  its  common
stock  and  to  insure the availability to  the  Company  of  its
current and prospective Directors.

     2.    Eligibility. Any Director of the Company who is not an
officer or employee of the Company or a subsidiary of the Company
is eligible to participate in the Plan.

     3.    Participant Accounts.  A Participant Account shall  be
established for each participant which shall include  a  Deferred
Cash  Account  and a Deferred Stock Account.  A separate  Special
Deferred  Stock  Account shall be established  as  set  forth  in
Section 10.

          Each  Deferred Cash Account shall be credited with  the
amounts  deferred on behalf of a participant plus annual interest
as  described  in Section 7.  The total cumulative value  of  the
Deferred Cash Account shall be adjusted not less frequently  than
annually,  usually  on  the  31st day  of  December,  to  reflect
contributions  to  the  Account, payments  from  the  Account  as
hereinafter provided, and assumed interest.

          Each Deferred Stock Account shall be credited with  the
number  of  shares  as determined pursuant in Section  4  herein.
Additional shares shall be credited to the participant's Deferred
Stock  Account on the payment date for dividends on the Company's
common shares in an amount equal to the quotient of (1) dividends
attributable  to  the number of shares of stock credited  in  the
participant's Deferred Stock Account as of the record date set by
the  Company's Board of Director's for the payment  of  dividends
divided  by  (2)  the fair market value of the  Company's  common
stock  as of the close of business on the dividend payment  date.
Any  cash  amounts  remaining in a Deferred Stock  Account  after
shares  are credited to the account shall be held in the Deferred
Stock  Account  to  be  added  to future  cash  amounts  for  the
determination  of  the number of shares to  be  credited  to  the
account.   Cash  amounts held in a Deferred Stock  Account  shall
accrue interest as described in Section 7.

     4.    Amount of Deferral. A participant may elect  to  defer
receipt  of  all  or  a specified portion of the  fees  otherwise
payable to the participant for serving on the Company's Board  of
Directors  or any committee thereof.  Deferred compensation  will
be  credited to the participant's Participant Account on the date
such  compensation is otherwise payable.  A portion of  the  base
retainer, as determined by the Company's Board of Directors, that
is  payable to the participant for serving on the Company's Board
of  Directors  or  any committee thereof, shall automatically  be
deferred and credited to the participant's Deferred Stock Account
and  shall not be eligible to be transferred to the Deferred Cash
Account.   The number of shares to be credited to a participant's
Deferred Stock Account shall be the quotient of (1) the amount of
the  deferral  divided  by  (2) the  fair  market  value  of  the
Company's common stock on the date of deferral.  Any cash amounts
remaining  in a Deferred Stock Account after shares are  credited
to  the account shall be held in the Deferred Stock Account to be
added  to future cash amounts for the determination of the number
of shares to be credited to the account.  Cash amounts held in  a
Deferred  Stock  Account shall accrue interest  as  described  in
Section 7.

     5.    Fair  Market  Value. For purposes of this  Plan,  fair
market  value of the Company's common stock shall be the  average
of  the high and low prices at which the stock was traded on  the
New York Stock Exchange determined as of the (1) dividend payment
date for Section 3, or (ii) date of deferral for Section 4.

     6.   Time for Electing Deferral. Any election to:  (i) defer
Directors'   fees,  (ii)  alter  percentages   applied   to   the
participant's  Deferred Cash Account and Deferred Stock  Account,
or  (iii) revoke an election to defer, must be made no later than
the  time that such fees are to be earned by the participant  and
must  be  made  on  a  form designated by the Administrator.   An
election  to  commence a deferral may be  made  at  any  time  in
accordance with the procedures set forth in Section 9  and  shall
indicate the amount of fees deferred and the percentage  of  such
deferral  to  be  credited  to  the participant's  Deferred  Cash
Account  and Deferred Stock Account.  Any election so made  shall
remain  in  effect beginning from the date of election until  the
participant  ceases  to be a Director or  elects  in  writing  to
change  his or her election.  A change in election may alter  the
amount  of  total deferral or alter the percentage of  the  total
deferral  for  credit  to the Deferred Cash  and  Deferred  Stock
Accounts.  A change in election to defer shall be effective  only
with  regard  to fees subsequently earned.  Those  Directors  who
have  deferred fees pursuant to previous plans may, on or  before
May  10, 1991, elect what, if any, portion of previously deferred
fees  shall  be  transferred to the participant's Deferred  Stock
Account.  Absent such an election on or before May 10, 1991,  one
hundred  percent  (100%)  of previously deferred  fees  shall  be
credited to the participant's Deferred Cash Account.

          Funds  shall  be  transferred following  the  date  the
election  is  made  and  the number of  shares  credited  to  the
participant's account shall be based on the fair market value  of
the  Company's  common  stock on the  day  the  election  becomes
effective.

     7.   Interest. Interest will be credited to each Participant
Account  at  a  rate equal to that interest rate prescribed  from
time  to  time  by  the  Internal Revenue Service  under  Section
6621(b)  of the Internal Revenue Code of 1986, as amended.   This
assumed  interest  shall be compounded annually  and  treated  as
earned  from  the date deferred compensation is credited  to  the
date of withdrawal.

     8.    Payment  of Deferred Amounts. No payment may  be  made
from  any Participant Account except as provided in this  Section
8.

          Payments  from a Participant Account shall be  made  at
such  time  as  the  participant has elected in  accordance  with
Section 9.  Payments shall be made in the form of either  a  lump
sum  or  annual installments over a period of years not to exceed
ten.  Payments from a Deferred Cash Account shall be made only in
cash,  and payments from a Deferred Stock Account shall  be  made
only in the common stock of the Company.

          If annual installments are elected, such payments shall
be  made  on each January 15 in accordance with the participant's
election as provided for in Section 9.  The first installment may
be  in  the calendar year following termination of service  as  a
Director  or  in  a  subsequent year.  The amount  of  the  first
payment  shall  be  a fraction of the value of the  participant's
Deferred  Cash  Account  and a fraction  of  the  shares  in  the
participant's Deferred Stock Account.  The fraction shall have  a
numerator  of  one  and  a denominator of  the  total  number  of
installments  elected.   The amount of  each  subsequent  payment
shall  be  a  fraction of the value of the Deferred Cash  Account
(including  interest  earned) and a fraction  of  the  number  of
shares  credited  to  the  Deferred  Stock  Account  on  the  day
preceding  each subsequent payment.  The fraction for determining
subsequent  payments  shall  have  a  numerator  of  one  and   a
denominator of the total number of installments elected minus the
number of installments previously paid.

          In  the event of a participant's death before he or she
has  received all of the deferred payments to which he or she  is
entitled hereunder, the value of the participant's Deferred  Cash
Account  and  the number of shares in the participant's  Deferred
Stock  Account  shall  be determined as of  the  day  immediately
following  death  and such amount and number of shares  shall  be
paid  in a single payment to the participant's estate as soon  as
reasonably practical thereafter.

          Notwithstanding a participant's election of installment
payments, the Company, in its sole discretion, shall have a right
to accelerate any such payments or to make payment of the balance
in a Participant Account in a lump sum.

     9.    Manner of Electing Deferral. A participant shall elect
a  deferral  by  giving written notice to the  Administrator  (as
defined in Section 13) on a form designated by the Administrator.
The  notice shall include (1) the amount to be deferred; (2)  the
time  as of which deferral is to commence; (3) the percentage  of
the  deferral to be credited to the Deferred Cash Account and the
Deferred Stock Account; (4) an election of a lump sum payment  or
the  number  of annual installments (not to exceed  10)  for  the
payment of the deferred amounts; and (5) the date of the lump sum
payment  or  the first installment payment (not to be later  than
January  15th  of  the  year  following  the  participant's  72nd
birthday).

     10.   Special  Deferred Stock Account.  A  Special  Deferred
Stock  Account shall be established for each participant  in  the
Plan  who has elected to cease participation under the Cincinnati
Milacron  Inc.  Retirement  Plan for Non-Employee  Directors  and
shall  be credited with the number of shares of the common  stock
of  the  Company as determined by the Board of Directors  of  the
Company.   Any dividends on the Company's common shares shall  be
credited to the Special Deferred Stock Account in accordance with
the  provisions  of Section 3.  Amounts credited to  the  Special
Deferred Stock Account shall not be eligible to be transferred to
the Deferred Cash Account.

     The  entire Special Deferred Stock Account shall be paid  to
the participant in the form of common stock of the Company in the
month  following the date the participant ceases to be a Director
of the Company.

     In  the event of a participant's death before he or she  has
received  a distribution from the Special Deferred Stock Account,
the  number of shares in the participant's Special Deferred Stock
Account  shall be determined as of the day immediately  following
death  and the number of shares shall be paid in a single payment
to  the  participant's  estate as soon  as  reasonably  practical
thereafter.

     11.   Participant's  Rights  Unsecured.  The  right  of  any
participant  to  receive a distribution under the  provisions  of
this  Plan shall be an unsecured claim against the general assets
of  the  Company.  The maintenance of individual accounts is  for
bookkeeping  purposes  only.  The Company  is  not  obligated  to
acquire  or set aside any particular assets for the discharge  of
its  obligations,  nor is any participant to  have  any  property
rights  in any particular assets held by the Company, whether  or
not held for the purpose of funding the Company's obligations.

     12.   Statement of Account.  Statements will be sent  on  or
about  January 15th of each year to participants as to the  value
of their accounts.

     13.   Assignability. No right to receive payments  hereunder
shall  be transferable or assignable by a participant, except  by
will or by the laws of descent and distribution.

     14.   Plan  Administrator. The Administrator  of  this  Plan
shall  be  an  officer of the Company who is from  time  to  time
appointed  by  the chief executive officer of the  Company.   The
Administrator  shall  have  the  authority  to  adopt  rules  and
regulations for carrying out the Plan, and to interpret, construe
and implement the provisions of the Plan.

     15.  Amendment or Termination. This Plan may at any time  or
from time to time be amended, modified or terminated by the Board
of  Directors  of  the  Company.  No amendment,  modification  or
termination   shall,  without  the  consent  of  a   participant,
adversely  affect  such  participant's accruals  in  his  or  her
accounts.

     16.   Governing Law. This Plan and any participant elections
hereunder  shall  be interpreted and enforced in accordance  with
the laws of the State of Ohio.

     17.   Effective  Date. The effective date of  this  Plan  is
January 1, 1991.