UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   ___________


                                    FORM 10-K


[x]   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required).  For the fiscal year ended December 30, 1995.

[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required).  For the transition period from
__________ to __________

                          Commission file number 1-8485

                            CINCINNATI MILACRON INC.

             (Exact name of registrant as specified in its charter)

                  Delaware                                31-1062125
      (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                 Identification No.)

                               4701 Marburg Avenue
                             Cincinnati, Ohio 45209
                                  (513)841-8100
            (Address and phone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:
      Title of each class:          Name of each exchange on which registered:
  Common Shares - Par Value $1.00        New York Stock Exchange, Inc.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes [x]     No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [x]

The aggregate market value of voting stock held by non-affiliates of the
registrant is $679,686,805 at 2/28/96.

Voting stock held by officers, directors and principal holders is not included
in the computation.  The Company, however, has not made a determination that
such individuals are "affiliates" within the meaning of Rule 405 under the
Securities Act of 1933.

Number of shares of Common Stock, $1.00 par value, outstanding as of February
28, 1996: 34,265,117

Documents incorporated by reference:
PART III - Proxy statement, dated March 22, 1996
===============================================================================


                            CINCINNATI MILACRON INC.
                                 1995 FORM 10-K
                                Table of Contents

                                         PART I
                                         ------
                                                                        Page    
                                                                        ----

Item  1.     Business                                                     3
             Executive Officers of the Registrant                        20  
Item  2.     Properties                                                  22  
Item  3.     Legal Proceedings                                           22  
Item  4.     Submission of Matters to a Vote of Security-Holders         22  



                                                                                
                                         PART II
                                         -------
                                                                        

Item  5.     Market for the Registrant's Common Equity and
               Related Stockholder Matters                               22  
Item  6.     Selected Financial Data                                     23   
Item  7.     Management's Discussion and Analysis of
              Financial Condition and Results of Operations              25  
Item  8.     Financial Statements and Supplementary Data                 33  
Item  9.     Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure                        52  



                                                                                
                                         PART III
                                         --------

Item 10.     Directors and Executive Officers of the Registrant          52  
Item 11.     Executive Compensation                                      52  
Item 12.     Security Ownership of Certain Beneficial Owners
              and Management                                             52  
Item 13.     Certain Relationships and Related Transactions              52  


                                                                                
                                         PART IV
                                         -------                                
       Item 14.                                                         
Exhibits, Financial Statement Schedules and Reports
              on Form 8-K                                                53  
             Signatures                                                  57  
             Index to Certain Exhibits and Financial Statement
               Schedules                                                 58   
Exhibit 11 - Computation of Per-Share Earnings                           59  
Exhibit 21 - Subsidiaries of the Registrant                              60  
Exhibit 23 - Consent of Independent Auditors                             62  
Exhibit 27 - Financial Data Schedule                                     63 
Schedule II- Valuation and Qualifying Accounts and
               Reserves                                                  64  


                                         PART I
                                         ------    
Item 1.  BUSINESS 

GENERAL
-------

Cincinnati Milacron Inc. is a leading global manufacturer of products and
provider of services and technology used to process engineered materials. 
Incorporated in Delaware in 1983, the company is a successor to a business
established in 1884.

The company has three business segments:  plastics machinery, machine tools
and industrial products.  The company's plastics machinery business
includes injection molding machines, extrusion systems, blow molding
machines and auxiliary equipment.  The company's machine tool business
consists of turning and machining centers, grinding machines, flexible
manufacturing cells, and advanced systems primarily for the aerospace
industry.  The company's industrial products business includes metalcutting
tools, metalworking fluids, grinding wheels, carbide wear parts and
industrial magnets.

The company has gone through a major transformation over the last three
years, primarily through strategic acquisitions, accelerated new product
development, expanded distribution, and consolidation of its U.S. machine
tool operations.  As a result, the company has achieved a more equal
balance among its segments' sales, and between its U.S. and non-U.S. sales. 
From 1992 to 1995, the company's consolidated sales have grown at a
compound annual rate of 28% from $789 million to $1.6 billion.   

In 1995, more than 40% of sales came from the industrial products segment,
making it the company's largest business segment in that year.  The
plastics machinery segment was the second-largest business segment in 1995,
with approximately 35% of sales, while the machine tool segment contributed
about 25% of sales.  The company expects the growth in industrial products
and plastics machinery sales will make it less susceptible to the
historically severe business cycles and lower margins characteristic of the
machine tool business.

Today, the company sells products and provides services to industrial
customers throughout the world.  Sales to customers outside the U.S.
increased from $298 million in 1993, representing 29% of total sales, to
$784 million in 1995, representing 48% of total sales.  The company has
been successful in penetrating international markets through acquisitions,
expanded distribution, increased exports, and license and joint venture
agreements.  The company believes its current geographic sales balance
helps compensate for varying economic cycles around the world and that its
increased presence outside the U.S. will reduce its dependence upon the
U.S. economy.

The company has a long-standing reputation for quality and technological
leadership.  Virtually all of the company's plastics machinery products and
machine tools are computer controlled.  Many of these machines are sold
with advanced application software, like software to control machine tools
that fabricate aircraft parts from composite materials.  In plastics
machinery, the company believes its new all-electric machine is
revolutionizing the injection molding process by greatly improving quality
and productivity.  The company also believes it is a leader in providing
programs to manage all of the wet chemistry in customers' metalworking
plants.

STRATEGIC ACQUISITIONS AND DIVESTITURES
---------------------------------------

The company continually explores acquisition, divestiture and consolidation
opportunities when it believes such actions could expand markets, enhance
product synergies or improve earnings potential for the long term.  Over
the last three years, the company has completed several strategic
acquisitions and divestitures which the company believes will increase its
potential for further growth.  In its plastics machinery segment, the
company acquired FM Maschinenbau GmbH (Ferromatik), the injection molding
machine business of Kloeckner-Werke AG, in 1993 and the D-M-E business from
The Fairchild Corporation in 1996.

Ferromatik is one of Europe's leading manufacturers of plastics injection
molding machines.  With annual sales now in excess of $150 million,
Ferromatik expanded the company's plastics processing technology base and
product line and enabled the company to achieve its objective of
establishing a plastics machinery manufacturing and distribution base in
Germany to serve Europe and other markets.

D-M-E is the largest U.S. producer of mold bases, components and supplies
for the plastic injection moldmaking industry.  With 1995 sales of
approximately $175 million,  D-M-E serves customers throughout the world
with ten major manufacturing facilities, plus several international joint-
venture operations.  The company believes D-M-E will enhance its plastics
machinery business because it provides the mold bases, supplies and
components used in the mold apparatus inside an injection molding machine. 
D-M-E is the market leader with a well-established reputation for high
quality.  

In 1993, the company disposed of its Sano plastics machinery business, due
in part to continuing operating losses.  In addition, the Sano business did
not serve a major global market with good long-term growth potential.

In the past three years, the company has made three strategic acquisitions
in its industrial products segment:  GTE Valenite Corporation (Valenite),
Krupp Widia GmbH (Widia) and Talbot Holdings, Ltd. (Talbot), all of which
have metalcutting tools as their primary product line.  The company
believes that it is now the second-largest U.S. and third-largest worldwide
producer of carbide metalcutting tool systems.  

Valenite was acquired in February, 1993. With principal operations in the
U.S. and Canada, it is a leading U.S. producer of consumable industrial
metalcutting tools. Part of the industrial products segment, Valenite's
1995 sales approximated $235 million, excluding about $40 million of
European sales now managed by Widia.

Widia, acquired in February, 1995, is one of the world's leading producers
of industrial metalworking products, with 1995 sales approximating $300
million.  Widia's strong presence in Europe and India complements
Valenite's strengths in the U.S. and Japanese markets.  Widia also enhances
the company's technological base, diversifies its industrial consumable
product line and expands its worldwide sales and distribution network. 
During 1995, the company implemented an integration plan to maximize the
synergies between Valenite and Widia worldwide.  The plan will be
substantially completed in 1996, and it is expected to generate $19 million
of cost savings, some of which began to be realized in 1995.

The company acquired Talbot in July, 1995.  With 1995 sales of
approximately $40 million, Talbot is a major supplier of round high-speed
steel and carbide metalcutting tools, such as mills and taps, and is the
largest U.S. producer of end mills.  These cutting tools, which are not
produced by either Valenite or Widia, will be sold through their
independent distributors and a direct sales force.  The Talbot acquisition
enabled the company to increase its product coverage from approximately 40%
to 65% of the types of cutting tools consumed by the world market.

In 1995 the company sold American Mine Tool (AMT), a small business that
was purchased as part of the Valenite acquisition.  Like Sano, this
business did not serve a major global market with good long-term growth
potential.

In its machine tools segment, the company sold its Electronic Systems
Division (ESD)  in December, 1995 for $105 million.  ESD's 1995 sales to
unaffiliated customers were approximately $30 million.  ESD was sold to
redeploy assets to more strategic businesses.  To maintain control system
continuity and development, the company entered into a long-term supply and
services agreement with the purchaser of ESD to continue to provide the
company's machine tool and plastics machinery businesses with
technologically advanced control systems.  

In 1994, the company completed a major consolidation of its U.S. machine
tool operations, closing two plants in South Carolina and moving all of its
U.S. production to its main machine tool facilities in Cincinnati, Ohio.

PRODUCT DEVELOPMENT AND CAPITAL EXPENDITURES
--------------------------------------------

As part of its objective to enhance its growth potential and global
competitiveness, the company continues to invest in research and
development and in new capital equipment.  Research and development
investment in 1995 totaled $58 million, or 3.5% of sales.  In 1995, the
company invested $52 million for capital additions, primarily to install
highly advanced systems throughout its operations worldwide.  For 1996, the
company is budgeting an increase in capital expenditures to a total of $86
million.

To enhance its research and development effort, in recent years the company
has undertaken a major program for product development, process improvement
and modernization.  This program is named "Wolfpack" because of its
emphasis on teamwork and fierce competitiveness.  The objectives of
Wolfpack are to design and produce new products at world-competitive levels
of quality, performance, efficiency and cost.  Substantially all of the
company's current machine designs have been developed using the Wolfpack
methodology. 

SEGMENT INFORMATION
-------------------

Financial data for the past three years for the company's business segments
are shown in the following tables.  Increases in the amounts for the
plastics machinery segment are partially attributable to the acquisition of
Ferromatik on November 8, 1993, while the 1995 increases for industrial
products are partially attributable to the acquisitions of Widia on
February 1, 1995 and Talbot on July 20, 1995.

<TABLE>
<CAPTION>

(In millions)                                        Fiscal Year      
                                          --------------------------------
                                              1995        1994        1993 

                                          --------    --------    --------
<S>                                       <C>         <C>         <C>
Sales
-----
  Plastics machinery . . . . . . . .      $  570.1    $  503.8    $  357.2
  Machine tools. . . . . . . . . . .         409.0       338.5       355.0
  Industrial products. . . . . . . .         670.2       354.8       317.2
                                          --------    --------    --------
    Total sales. . . . . . . . . . .      $1,649.3    $1,197.1    $1,029.4
                                          ========    ========    ========

Backlog of Unfilled Orders
--------------------------
  Plastics machinery . . . . . . . .      $  108.1    $  122.3    $   85.5
  Machine tools. . . . . . . . . . .         118.1       117.4       123.9
  Industrial products. . . . . . . .         118.0        47.4        36.6
                                          --------    --------    --------
    Total backlog. . . . . . . . . .      $  344.2    $  287.1    $  246.0
                                          ========    ========    ========

Operating earnings (loss)(a)
----------------------------
  Plastics machinery . . . . . . . .      $   54.3    $   45.9    $   29.2
  Machine tools. . . . . . . . . . .           7.7         6.8         7.9
  Industrial products. . . . . . . .          62.1        36.3        29.0
  Disposition of businesses (b). . .          71.0          -        (22.8)
  Integration and 
    consolidation charges (c). . . .          (9.8)         -        (47.1)
  Corporate expenses . . . . . . . .         (15.7)      (18.0)      (15.8)
  Other unallocated expenses (d) . .         (10.5)       (6.8)       (4.2)
                                          --------    --------    --------
    Operating earnings (loss). . . .         159.1        64.2       (23.8)
  Interest expense - net . . . . . .         (24.8)      (15.3)      (13.4)
                                          --------    --------    --------
  Earnings (loss) before income
    taxes, extraordinary item and
    cumulative effect of changes
    in methods of accounting . . . .      $  134.3    $   48.9    $  (37.2)
                                          ========    ========    ========
Identifiable assets
-------------------
  Plastics machinery . . . . . . . .      $  342.9    $  295.0    $  289.0 
  Machine tools. . . . . . . . . . .         238.1       270.8       243.1
  Industrial products. . . . . . . .         478.6       195.0       174.4
  Unallocated corporate assets (e) .         137.5        26.8        23.1
                                          --------    --------    --------
    Total assets . . . . . . . . . .      $1,197.1    $  787.6    $  729.6
                                          ========    ========    ========
Capital expenditures
--------------------
  Plastics machinery . . . . . . . .      $   16.6    $   13.8    $    4.2 
  Machine tools. . . . . . . . . . .           8.6        11.6         8.8
  Industrial products. . . . . . . .          27.1        17.6        10.4
                                          --------    --------    --------
    Total capital expenditures . . .      $   52.3    $   43.0    $   23.4
                                          ========    ========    ========

Depreciation and amortization
-----------------------------
  Plastics machinery . . . . . . . .      $   11.8    $    9.2    $    6.2
  Machine tools. . . . . . . . . . .           7.4         7.2         9.4
  Industrial products. . . . . . . .          24.4        12.2        10.5
                                          --------    --------    --------
    Total depreciation
      and amortization . . . . . . .      $   43.6    $   28.6    $   26.1
                                          ========    ========    ========

</TABLE>

(a) In 1995, the company's method of allocating corporate costs to its
    business segments was refined to exclude costs for certain services not
    directly assignable to the segments.  This change results in additional
    costs being classified as corporate expenses.  Amounts for 1994 and
    1993 have been restated to conform to the 1995 presentation.

(b) In 1995, $66.0 million relates to the machine tools segment and
    $5.0 million relates to the industrial products segment.  The 1993
    amount relates to the plastics machinery segment. 

(c) The 1995 amount relates to the industrial products segment and the 1993
    amount relates to the machine tools segment.

(d) Includes financing costs related to the sale of accounts receivable
    and minority shareholders' interests in earnings of subsidiaries.

(e) Includes cash and cash equivalents and the assets of the company's
    insurance and utility subsidiaries.


GEOGRAPHIC INFORMATION
----------------------

The following table summarizes the company's U.S. and non-U.S. operations.

Sales of U.S. operations include export sales of $166.9 million in 1995,
$142.0 million in 1994, and $118.7 million in 1993.

Total sales of the company's U.S. and non-U.S. operations to unaffiliated
customers outside the U.S. were $784.2 million, $417.6 million, and $298.4
million in 1995, 1994 and 1993, respectively.


<TABLE>
<CAPTION>
                                                    Fiscal Year         
                                          --------------------------
(In millions)                               1995        1994        1993 
                                          ------      ------      ------
<S>                                       <C>         <C>         <C>

U.S. operations
---------------
  Sales. . . . . . . . . . . . . . .      $938.3      $873.9      $831.9
  Operating earnings (a) . . . . . .        71.8        67.9        58.1 
  Disposition of businesses. . . . .        62.1          -        (22.8)
  Integration and 
    consolidation charges. . . . . .        (2.9)         -        (47.1)
  Identifiable assets. . . . . . . .       507.5       471.4       420.6
  Capital expenditures . . . . . . .        31.4        33.2        21.3
  Depreciation and amortization. . .        21.6        19.2        19.1

Non-U.S. operations
-------------------
  Sales. . . . . . . . . . . . . . .       711.0       323.2       197.5
  Operating earnings (a) . . . . . .        52.3        21.1         8.0
  Disposition of businesses. . . . .         8.9          -           -
  Integration charge . . . . . . . .        (6.9)         -           -
  Identifiable assets. . . . . . . .       552.1       289.4       285.9
  Capital expenditures . . . . . . .        20.9         9.8         2.1
  Depreciation and amortization. . .        22.0         9.4         7.0

</TABLE>

(a) In 1995, the company's method of allocating corporate costs to its U.S.
    operations was refined to exclude costs not directly assignable to U.S.
    operations.  This change results in additional costs being classified
    as corporate expenses.  Amounts for 1994 and 1993 have been restated to
    conform to the 1995 presentation.  In addition, 1994 amounts have been
    restated to exclude the effects of forgiveness of certain intercompany
    obligations.


PLASTICS MACHINERY BUSINESS
---------------------------

The company believes it is the largest U.S. producer of plastics machinery
and one of the three largest in the world.  In 1995, the company's plastics
machinery segment sales were $570.1 million.  The company sells plastics
machinery to manufacturers in several key industries, including automotive,
construction, electronics, consumer goods and packaging.  The company
believes it offers more varieties of machinery to process plastic than any
other U.S. company.

One of the company's strengths in the plastics machinery business stems
from having complete lines of machines for three major plastics processing
technologies:  injection molding machines, systems for extrusion and blow
molding machinery.  The company also sells specialty equipment for plastics
processing and rebuilds and retrofits older injection molding equipment
manufactured by the company or others.

The company distributes all of its plastics machinery products through a
combination of a direct sales forces and independent agents who are
geographically spread throughout the key markets of the world.


PLASTICS MACHINERY INDUSTRY

The market for plastics machinery has grown steadily over the past four
decades, as plastics have continued to replace traditional materials such
as metal, wood, glass and paper in an increasing number of manufactured
products, particularly in the transportation, construction, housewares,
electrical, and medical industries.  Advancements in both the development
of materials, which make plastic products more functional, and the
capabilities of plastics processing equipment have been major contributors
to the steady growth in the plastics machinery market.  In addition,
consumer demand for safer, more convenient and recyclable products has
increased the general demand for plastic products.  Like other capital
goods markets, the plastics machinery market is subject to economic cycles,
but to a lesser degree than the machine tool market.  In particular, the
market for injection molding machines is driven by the consumer economy and
the automotive industry.  From 1992, plastics machinery orders have been
strong, although the company began to experience some softening of demand
in the last half of 1995, but the company expects continued growth.

Custom molders, which produce a wide variety of components for many
industries, are the single largest group of plastics machinery buyers. 
Other customer categories include the automotive industry, the electrical
and packaging industries, the construction industry, manufacturers of
housewares and appliances and producers of medical supplies.  Among the
factors that affect the plastics machinery market are the health of the
consumer economy, residential and commercial construction and automotive
production.  Because of intense competition from international plastics
machinery producers, currency exchange rates also have a significant
impact.  Fluctuations in the supply and prices of petrochemical feed stocks
for resin supply may affect the businesses of the customers for plastics
machinery and, in turn, the market for this equipment.

Environmental concerns about plastics may have the potential to slow the
growth of the plastics machinery market.  However, some plastics raw
materials suppliers, machinery makers and processors are developing methods
of recycling to address environmental issues.  The company believes that
environmental concerns have not had any discernible negative effect on the
market to date.  Nevertheless, the company, through its membership in The
Society of Plastics Industry (an industry trade association) and its
affiliate, The American Plastics Council, is working with other leading
companies within the plastics industry to address the role of plastics in
the environment.

THE COMPANY'S PLASTICS MACHINERY BUSINESS 

Until January of 1996, the company's plastics machinery segment consisted
of three major products lines: injection molding machines, extrusions
systems and blow molding machines, with injection molding machines
constituting over two-thirds of plastics machinery sales.  In January,
1996, the company acquired D-M-E, which manufactures standardized mold
bases, components, and supplies for the plastics injection moldmaking
industry.  See "Mold Bases and Components".

INJECTION MOLDING.  The company believes it is the largest U.S. producer of
injection molding machines.  Injection molding is the most common and
versatile method of processing plastic, and it is used to make a wide
variety of parts and products ranging from housewares and consumer goods to
medical supplies and industrial components.  The company manufactures many
types of injection molding machines, most all of which were developed using
Wolfpack principles.  The injection molding machine line includes machines
powered conventionally (with hydraulics) as well as ones that are driven by
servo motors (fully electric).    Product standardization (which
facilitates part commonality) and the modernization of the company's
manufacturing facilities and methods, as well as increased volumes, have
enabled the company to achieve significant economies of scale for the
production of injection molding machines.  The company believes these
factors have enabled it to become the lowest-cost U.S. producer of these
machines.  Additionally, the company believes its success in injection
molding machines has been due in large part to the development and
marketing of its Vista line.  Beginning in 1995, the Vista line is being
modernized even further through the internationally designed and
distributed "Magna" series of fully hydraulically-driven machines.  In
addition, the company has enhanced and expanded its product offerings in
1995 with the Elektra line of all electrically driven machines.

In November, 1993, the company acquired Ferromatik, one of Europe's leading
producers of injection molding machines.  Ferromatik is recognized for its
high-end technology, including multi-color machines, multi-component
systems and other specialty applications.  The acquisition included the
Ferromatik lines of hydraulic and electric injection molding machines and a
modern manufacturing facility in Malterdingen, Germany, as well as
Ferromatik's worldwide marketing, sales and service network.  The
Ferromatik acquisition expanded the company's plastics processing
technology base and product line and enabled the company to achieve its
objective of establishing a plastics machinery manufacturing and
distribution base in Germany to serve Europe and other markets.  Ferromatik
has provided a complementary fit with the company's other injection molding
machine businesses.

The company has completed a restructuring of Ferromatik to derive synergies
between Ferromatik and other company operations and to improve Ferromatik
operations through implementation of manufacturing techniques and methods
currently being used in the company's U.S. plastics machinery operations. 
The company believes that this restructuring has helped, and will continue
to help, it to achieve its cost reduction goals in both marketing and
manufacturing.

The company sells several of its successful U.S. and Ferromatik plastics
machinery lines to European customers through Ferromatik's sales and
distribution network.

In May, 1995, the company announced the startup of a joint venture with a
well-established plastics machinery maker in India.  This operation builds
entry-level injection molding machines for Asian and South American
markets.

EXTRUSION SYSTEMS.  The company's extrusion systems business consists of
the manufacture, sale and distribution of individual extruders and systems
comprised of multiple units which are tooled to extrude a specific product
in quantity.  Such systems take longer to manufacture than injection
molding machines.  Extrusion systems, which are manufactured in both the
U.S. and Austria, include twin-screw extruders and single-screw extruders. 
The company believes it has a strong competitive position in each of these
lines, and is the largest worldwide maker of twin-screw extruders.  Twin-
screw extruders are used to produce continuous-flow products such as pipe,
residential siding, sheet lines and window frames.  As a result, the
business is closely tied to construction market cycles.  Single-screw
extruders are used in a variety of applications and systems such as blow
molding, blown-film and cast-film systems, pipe and profiles and wire and
cable applications.

BLOW MOLDING MACHINES.  The company's blow molding machine business
consists of the manufacture, sale and distribution of extrusion blow
molding machines, which are used to make a wide variety of products,
including industrial parts, outdoor furniture, refuse containers, toys, and
packaging containers.

SPECIALTY EQUIPMENT.  The company sells a variety of specialty equipment
used in the processing of plastics products, including peripheral auxiliary
equipment such as material management systems, heat exchangers and product
handling systems, all of which are manufactured by third parties to the
company's specifications.  The company also sells a line of vertical
injection molding machines, which are manufactured to the company's
specifications by a third party.  The company also rebuilds and retrofits
older types of injection molding equipment sold by the company or others,
refitting them with new controls and software.

MOLD BASES AND COMPONENTS.  In January, 1996, the company completed the
acquisition of D-M-E, which the company believes is the largest U.S.
producer of mold bases, standard components and supplies for the moldmaking
industry, serving customers throughout the world with ten major
manufacturing facilities, plus several international joint venture
operations.  Its 1995 sales approximated $175 million.  Like most of the
company's plastics business, D-M-E serves the largest segment of the
market, the injection molding process.  D-M-E complements the company's
other businesses because D-M-E provides the mold bases, supplies and
components used in the mold apparatus inside the injection molding
machines.  The company expects to achieve synergies in a number of areas,
including manufacturing process, technology, marketing and distribution.


PRODUCTION FACILITIES.

For the plastics machinery segment, the company maintains the following
principal production facilities: 


FACILITY                                  PRODUCTS
--------                                  --------
Ahmedabad, India                          Injection molding machines.

Batavia, Ohio (a)                         Injection and blow molding
machines.
  
Cincinnati, Ohio                          Extrusion systems.
  
Malterdingen, Germany                     Injection molding machines.
  
Mt. Orab, Ohio (a)                        Plastics machinery parts.
  
Vienna, Austria                           Extrusion systems.

(a) The plant in Batavia, Ohio operates under a long-term lease, which was
    financed by the sale of Clermont County Industrial Development Revenue
    Bonds.  The plant in Mt. Orab, Ohio operates under a long-term lease,
    which was financed by the sale of State of Ohio Industrial Development
    Revenue Bonds.  At the expiration of the long-term leases, the company
    will acquire title to the leased properties at a nominal cost.

Not included are the ten production facilities of D-M-E, which was acquired
in January, 1996.


SALES, MARKETING AND CUSTOMER SERVICE     

The company maintains a large direct sales force in the U.S. for its
plastics machinery segment, which it supplements with independent agents. 
Internationally, the company uses both a direct sales force and independent
agents.  In the U.S., the plastics machinery business uses the company's
Cincinnati, Ohio, headquarters, as well as sales and service centers in
Allentown, Pennsylvania; Charlotte, North Carolina; Chicago, Illinois;
Dallas, Texas; Detroit, Michigan; and Los Angeles, California to market its
products and provide customer support and training.  Through its Austrian
and Ferromatik subsidiaries, the company has an extensive sales, marketing,
service and distribution system throughout Europe.


COMPETITION 

The markets for plastics machinery in North America and worldwide are
highly competitive and are made up of a number of U.S., European and Asian
competitors.  The company believes it has a significant share of the U.S.
market for the type of products it produces, and, with the D-M-E
acquisition, the company believes it is the broadest-line maker of
equipment, supplies and systems for plastics processing in the world.  The
company's competitors vary in size and resources; some are larger than the
company, many are smaller, and only a few compete in more than one product
category.  Principal competitive factors in the plastics machinery industry
are: product features, technology, quality, performance, reliability, speed
of delivery, price and customer service.  The Wolfpack program is designed
to maintain and enhance the company's competitive position worldwide with
respect to each of these competitive factors.


MACHINE TOOL BUSINESS
---------------------

The company is a leading U.S. producer of machine tools.  A machine tool is
a power-driven machine that is used to cut, form or shape metal.  Machine
tools are typically installed as capital equipment in metalworking
industries.  In 1995, the company's machine tool segment sales were $409.0
million.


MACHINE TOOL INDUSTRY

The primary customers for this $25-billion worldwide market for
metalcutting machine tools are the automotive industry; machine shops;
producers of farm, construction, off-road and power generation equipment;
manufacturers of bearings; the aerospace industry; the die and mold
industry; and a variety of other metalworking manufacturers.  The machine
tool industry has historically been cyclical with relatively long lead
times between orders and shipments.  Machine tool sales are affected by
capital spending levels, interest rates, tax and depreciation policies,
international competition, currency exchange rates and general economic
conditions.


THE COMPANY'S MACHINE TOOL BUSINESS 

The company designs, builds and sells a variety of standard and advanced
computer numerically controlled (CNC) metalcutting machine tools for
various industries, including industrial components, job shops, automotive
and aerospace.  The company's core machine tool operation, the standard
machine tool business, manufactures horizontal machining centers, vertical
machining centers, turning centers, centerless grinders and automated
flexible manufacturing cells for the metalworking industry.  The products
of the company's machine tool systems business include large, multi-axis
metalcutting and composites processing systems for the aerospace industry;
large, multi-axis machines for manufacturers of farm, construction, off-
road vehicles and power generation equipment and for the die and mold
industry.  ESD, which was formerly part of the company's machine tool
business, manufactures computer controls for the company's machine tools
and plastics machinery.  ESD was sold in December, 1995, and the company
entered into an extensive seven-year supply and services agreement with the
purchaser.


STANDARD MACHINE TOOL PRODUCTS

HORIZONTAL CNC MACHINING CENTERS.  The company produces CNC horizontal
machining centers for basic metalworking operations in a number of
industries.  These machines are suited to the manufacture of prismatic
components such as transmission and gear casings, pump bodies or other box-
like parts.  Machines are equipped with standard automatic parts and tool
changers, and precision rotary tables for multi-sided processing of a
single or several parts.  Typical operations involve highly precise
milling, drilling, boring, tapping, reaming and routing.

VERTICAL CNC MACHINING CENTERS.  Similar to the horizontal machining
centers in the basic types of metal removal operations performed, the
vertical machining centers are better suited to the manufacture of flat,
plate-like parts for a broad spectrum of industries including mold and die
machining.  All models utilize automatic tool interchange for efficient
processing.  Add-on features can further enhance productivity by automating
the loading and unloading of parts.

CNC TURNING CENTERS.  Also called CNC lathes, turning centers shape
cylindrical parts which are rotated at high speed against a stationary tool
to perform metal removal operations.  Typical examples of parts
manufactured with CNC lathes are shafts, pulleys, spindles or similar
rotating parts.  Though primarily designed to provide a symmetrical cross-
section, some models are capable of applying rotating tools such as milling
cutters or drills.  This expanded capability allows for more comprehensive
part processing while the part is still in the turning center, a feature
that can eliminate additional handling and processing on a separate
machine.

CNC GRINDING MACHINES.  CNC precision grinding machines are used to bring a
part surface into a more precise dimension or surface.  There are several
kinds of grinding processes.  The company specializes in centerless
grinding machines, which grind external diameters of cylindrical parts such
as compressor shafts and cam shafts.  The company believes that it has a
long-standing leadership position in the U.S. centerless grinding business
with an installed base of several thousand machines.

AUTOMATED FLEXIBLE MANUFACTURING CELLS.  Automated flexible manufacturing
cells consist of one or more processing machines (usually standard machine
tools), ancillary equipment for parts and tools handling and computer
hardware and software to automate and integrate all necessary functions,
allowing for lightly-manned or unattended operation.  These systems are
used widely throughout the metalworking industry and generally feature a
number of computer-driven functions, such as work and tool scheduling and
quality control.  Automated flexible manufacturing cells are a major focus
of a number of U.S. companies seeking to update plant and equipment to
enhance their productivity and international competitiveness.  The company
believes that its Wolfpack-developed cell control hardware and software
have enabled it to obtain a leadership position in the U.S. automated
flexible manufacturing cells market.

ADVANCED SYSTEMS

METALCUTTING AND COMPOSITES PROCESSING SYSTEMS FOR AEROSPACE.  The company
believes it is one of the world's leading producers of large five-axis
machining centers and profilers.  These machines are generally used to
create intricately contoured surfaces in components manufactured by the
aerospace industry.  Typical materials machined include aluminum and high-
strength alloys such as titanium.

The company is also a pioneer and world leader in the development of new
machines and systems to automate the manufacture of components made of
advanced composite materials, such as carbon or graphite fibers in
combination with epoxy or other resins.  These systems are used by the
aerospace industry to manufacture a variety of high strength-to-weight
ratio structural and air surface components.  The company's unique fiber-
placement machine was recently honored by R&D Magazine as one of the most
significant inventions in 1995.

LARGE MACHINE TOOLS.  The company makes large metalcutting machines and
systems for the manufacturers of heavy machinery such as farm and
construction implements and machinery, off-road vehicles and power
generation equipment.

APPLIED PRODUCTION TURNING CENTERS AND CENTERLESS GRINDING MACHINES.  The
company also specializes in the customized application of production
turning centers and centerless grinding machines designed to meet exacting
specifications and high volume parts production.  The company's applied CNC
turning centers are used by the automotive industry in a number of
applications, including those which require an extremely accurate finishing
process.  Other significant users of these machines are precision bearing
manufacturers where machining tolerances are measured in millionths of an
inch.

ELECTRONIC SYSTEMS.  In December, 1995, the company sold its Electronic
Systems Division.  To maintain control system continuity and development,
the company entered into an extensive seven-year supply contract with the
purchaser for electronic controls used on the company's machine tools and
plastics machinery.  The company continues to develop and maintain its own
applications software. The decision to sell ESD was made to redeploy assets
to more strategic businesses.  ESD's 1995 sales to unaffiliated customers
were approximately $30 million.

PRODUCTION FACILITIES. 

For the machine tools segment, the company maintains the following
principal production facilities: 


FACILITY                PRODUCTS
--------                --------
Birmingham, England     Standard vertical machining centers.
  
Cincinnati, Ohio        Standard machine tool products and advanced 
(4 plants)              systems.


SALES, MARKETING AND CUSTOMER SERVICE 

A strong distribution network is one of the cornerstones in the company's
strategy to improve its position in the global market for standard machine
tools.  The company markets machine tools in North America through a
comprehensive network of independent distributors assisted by the company's
factory support and direct sales force.  Through these distributors, the
company currently has approximately 275 sales people representing its
machine tool business in North America.  In the past year, the company has
upgraded its European distributor network by tripling the number of sales
people to over 150. 

The company believes that applications expertise, field-service engineering
and customer support are important for all its products, especially for
grinding machines, aerospace and special machines and automated flexible
manufacturing cells.  In addition to its marketing and service headquarters
in Cincinnati, Ohio, the company maintains regional offices in Detroit,
Michigan; Birmingham, England; Offenbach, Germany; and Singapore.

COMPETITION

The worldwide machine tool industry is made up of a number of competitors,
none of which has a dominant market share.  The markets for the company's
machine tool segment products are highly competitive in the U.S. and
internationally, with strong competition from U.S., European and Asian
companies in all markets.  The company's competitors vary in size and
resources; some are larger than the company, many are smaller, and only a
few compete in more than one product category.

Principal competitive factors for products in the machine tool business are
product features or capabilities (including controls and software),
quality, performance, reliability, technology, speed of delivery, price and
customer service.  The Wolfpack program is designed to enhance the
company's competitive position with respect to each of these factors.  In
certain aerospace and grinding machine lines, the company has significant
market positions and relatively few competitors.  However, in the case of
standard machine tool products and automated flexible manufacturing cells,
there are many competitors and no one company has market dominance.

INDUSTRIAL PRODUCTS BUSINESS
----------------------------

The company produces five basic types of industrial products: metalcutting
tools, metalworking fluids, precision grinding wheels, carbide wear parts
and industrial magnets, representing over 140,000 different products.  In
1995, sales of the company's industrial products segment were $670.2
million.  The company believes it is a leader in many new product
technologies, including synthetic lubricants, use of synthetic ceramic
abrasives, high-performance cutting tool coatings, and product designs
using computer modeling.  Over 75% of the company's industrial products
sales are of consumable products, which means they are depleted during the
process for which they are used, offering the company a continuous
opportunity to sell replacement products to its customers.  The company
believes that its industrial products business complements its plastics
machinery and machine tool businesses, because the industrial products
business is exposed to less pronounced business cycles and, therefore,
generates more consistent cash flows.

INDUSTRIAL PRODUCTS INDUSTRY

The company's industrial products business participates in a $35 billion
world market, which traditionally has grown at a rate approximating the
growth of the world GDP.  The company's products address approximately
$20 billion of the world market with heaviest market penetration in the
U.S. and Europe, and in the case of metalcutting tools, India.  The company
serves customers in the automotive, industrial components, and electrical
industries, as well as job shops.

THE COMPANY'S INDUSTRIAL PRODUCTS BUSINESS

METALCUTTING TOOLS.  Metalcutting tools are made of carbide, steel and
other materials and include systems to hold these tools used on machine
tools for use in a wide variety of metalcutting operations.  The company
believes that, through its subsidiaries, Valenite, Widia and Talbot, it is
the second-largest producer of carbide metalcutting tool systems in the
U.S. and the third-largest worldwide.  Valenite manufactures over 33,000
products, including an extensive line of cutting tool inserts in a wide
variety of materials and geometries for turning, boring, milling and
drilling, and standard and special steel insert holders. Valenite has an
excellent market position in the automotive, off-road vehicle and truck
industries and has strong market positions in carbide wear parts for
metalforming and in products requiring the wear and corrosion-resistant
properties of tungsten carbide.


In February, 1995, the company completed the acquisition of Widia, a major
European metal cutting tool maker with key production facilities in Germany
and other Western European countries.  Widia also owns a 51% interest in
Widia (India) Ltd., an Indian public company.  Widia's product lines
include tungsten carbide cutting tool inserts and steel insert holders
needed for metalcutting operations, carbide wear parts used in forming and
stamping metal, and both soft and permanent industrial magnets, used in
automotive and other applications.

In 1995, the company initiated a $28 million plan to integrate certain
Valenite and Widia operations, primarily in Europe and Japan.  This plan
involves the closing of two manufacturing plants, the downsizing of another
plant, a reduction in employment levels at another plant and the
headquarters facility, as well as the consolidation of numerous sales,
customer service and warehousing operations in Europe and Japan.  In total,
the execution of the plan is expected to result in the elimination of
approximately 290 production, sales and administrative personnel.  As a
result, the company expects to achieve annual cost reductions of
approximately $19 million, a portion of which has already been realized in
1995.  The majority of the expected cost reductions will be fully realized
in 1996.

In July, 1995, the company completed the acquisition of Talbot, a major
supplier of round high-speed steel and carbide metalcutting tools and the
largest U.S. producer of end mills, as well as a leading tap producer. 
Talbot, with annual sales of approximately $40 million, enables the company
to enter the market for round tools, including high-speed steel and carbide
end mills, taps, countersinks, counterbores and reamers.  These products
are highly complementary to the products made by Valenite and Widia.  The
company expects to expand Talbot products into non-U.S. markets.

METALWORKING FLUIDS.  Metalworking fluids are proprietary chemical
compounds and emulsions used as lubricants, coolants and corrosion
inhibitors in a wide variety of metalcutting and metalforming operations.
Major customers are producers of precision metal components for many
industries, including manufacturers of automotive power trains, aerospace
engines, and bearings as well as general metalworking shops.  The company
is a full-line supplier, offering water-based fluids (synthetics), water-
based oil-bearing fluids (semi-synthetics) and oil-based fluids. Over the
last four years, the company expanded its lines of soluble oils, base oils
and synthetic fluids.  In 1993, the company developed a brand of fluid
called Valcool designed to work with all metalcutting tools that is being
marketed through Valenite's market channels.  Valcool sales quadrupled in
1995.  In 1996, the company plans to introduce a Widacool line of fluid in
Europe.

The company also is the leader in providing certain customers with
comprehensive fluid management programs.  This involves the company's
engineers working full-time on site at the customer's plant to oversee and
optimize all wet chemistry, including metalworking fluids used in the
plant.

GRINDING WHEELS.  Grinding wheels are rotating tools made of granular
abrasive materials bonded together with vitreous or resin materials, which
are used by manufacturers in the metalworking industry.  The company
believes that it is now the second-largest U.S. producer of grinding
wheels.  Major customers are producers of precision metal components for
many industries, including manufacturers of automotive power trains,
aerospace engines and bearings as well as general metalworking machine
shops.  The company designs and manufactures a wide variety of precision
abrasive grinding wheels, including resin-bonded, vitrified, cubic boron
nitride (CBN), diamond and synthetic ceramic abrasive types.

The company believes, based on tests in its laboratories, as well as in
customer plants, that the company's proprietary formulae and modern
production equipment and techniques for the manufacture of precision
grinding wheels give it advantages in terms of product quality, lower
production costs and faster deliveries.  The company believes that it has
also benefitted from technologies common to both grinding wheels and
metalcutting fluids.  The company achieves lower production costs, in part,
by finishing its wheels on CNC machines designed and built by the company's
machine tool business.

CARBIDE WEAR PARTS.  Carbide wear parts are various components made from
sintered tungsten carbides having physical properties of very high
hardness, wear resistance and resistance to chemical activity.  Valenite
and Widia manufacture three types of carbide wear parts:  tooling
components for metalforming, carbide rod for use in round tools, and
metalforming and general wear parts to resist frictional wear and chemical
activity.

INDUSTRIAL MAGNETS.  Widia manufactures permanent industrial magnets and
magnetic circuits for automotive, electrical and other industrial
applications, as well as soft magnets for the telecommunications industry.


PRODUCTION FACILITIES

For its industrial products segment, the company maintains the following
principal production facilities:

FACILITY                              PRODUCTS
--------                              --------
Andrezieux, France                    Carbide inserts.
  
Bangalore, India                      Carbide inserts, steel insert holders,
                                      carbide wear parts and special machine
                                      tools.

Carlisle, Pennsylvania                Resin grinding wheels.
  
Cincinnati, Ohio                      Metalworking fluids and precision
                                      grinding wheels.

Detroit, Michigan
  (metro area) (3 plants)(a)          Carbide inserts, special steel
                                      products and gauging systems and
                                      ceramic inserts.
  
Essen, Germany (3 plants)             Carbide inserts, magnets and carbide
                                      rods.
  
Gainesville, Texas (a)                Turning tools, milling cutters and
                                      boring bars.
  
Hardenberg,
  The Netherlands                     Carbide wear parts.
  
Lichtenau, Germany                    Steel insert holders.
  
Millersburg, Pennsylvania
(2 plants)                            End mills, taps and counterbores.

Nogales, Mexico (a)                   Resin grinding wheels.
  
Patancheru, India                     Rock tools.
  
Sinsheim, Germany (a)                 Special steel tooling products.
  
Tokyo, Japan                          Carbide inserts and steel tools.

Valley View, Ohio (a)                 End mills.
  
Vitoria, Spain                        Special braised tools.
  
Vlaardingen,
  The Netherlands                     Metalworking fluids.
  
West Branch, Michigan
(2 plants)                            Powder production and carbide wear
                                      parts.

Westminster and Seneca,
South Carolina (5 plants)             Carbide and diamond inserts.


(a) The Gainesville, Texas plant, Nogales, Mexico plant, Tokyo, Japan
    plant, Sinsheim, Germany plant, Valley View, Ohio plants and three
    plants in the Detroit, Michigan (metro area) are leased from unrelated
    third parties.


SALES, MARKETING AND CUSTOMER SERVICE 

The company generally sells its industrial products under multiple brands
through parallel market channels, using direct sales, industrial
distributors, agents and manufacturers' representatives, as well as
industrial catalog sales.  Most of the company's sales are of products
manufactured by the company and sold under company-owned brands.  In
addition, the company sells its products under the brand names of other
companies through their market channels, as well as products under
Milacron's own brand names that are made by other companies.  For all its
industrial products, the company has 450 employees for direct sales and
service and approximately 4,000 industrial distributors.  Sales by
distribution channel are summarized as follows:

  Valenite and Widia cutting tools and                 80% Direct
     fluids                                            20% Distributor and  
                                                           Catalog

  Cincinnati Milacron fluids and grinding wheels       20% Direct
                                                       80% Distributor and  
                                                           Catalog

  Talbot tool brands                                   10% Direct
                                                       90% Distributor and 
                                                           Catalog


COMPETITION

The company's main global competitors in its metalworking fluids business
are large petrochemical companies and smaller companies specializing in
similar fluids.  There are a few large competitors in the U.S. grinding
wheel market, one of which is significantly larger than the company.  The
company has many competitors for metalcutting tools but only two have
higher worldwide sales.


PATENTS
-------

The company holds a number of patents, none of which is material to any
business segment.


EMPLOYEES
---------

During 1995, the company employed an average of 11,701 people, of whom
5,340 were employed outside the U.S.  As of year-end 1995, the company
employed 11,790 people.


BACKLOG
-------
The backlog of unfilled orders was $344.2 million at the end of 1995 and
$287.1 million at the end of 1994.  The backlog at year-end 1995 is
believed to be firm and, in general, is expected to be delivered in 1996
and early 1997.



EXECUTIVE OFFICERS OF THE REGISTRANT 
-------------------------------------
The following information is included in accordance with the provisions for
Part III, Item 10:

                                             Positions Held During
Name and Age            Position               Last Five Years    
------------            --------             ---------------------
Daniel J. Meyer         Chairman and Chief   Elected Chairman and Chief
      (59)               Executive Officer,  Executive Officer in
                         Director            November, 1991.  Prior
                                             thereto was Chairman, President
                                             and Chief Executive Officer
                                             from January, 1991; President
                                             and Chief Executive Officer
                                             from 1990. Has served as
                                             Director since 1985.  Also, is
                                             a member of the Nominating and
                                             Executive Committees.
  
Raymond E. Ross         President and Chief  Elected President and Chief
      (59)               Operating Officer,  Operating Officer in 
                         Director            November, 1991.  Prior thereto
                                             was Executive Vice President -
                                             Operations from February, 1991;
                                             Senior Vice President -
                                             Industrial Systems from 1989.
                                             Has served as Director since
                                             1991.


D. Michael Clabaugh     Group Vice President- Elected Group Vice
      (53)               Machine Tools       President - Machine Tools
                                             in 1993.  Prior thereto was
                                             Vice President - Advanced
                                             Systems from 1990.
    
Harold J. Faig          Group Vice President- Elected Group Vice
      (47)               Plastics Machinery  President - Plastics
                                             Machinery in February, 1994.
                                             Prior thereto was Vice
                                             President - Injection Molding
                                             from 1990.

Alan L. Shaffer          Group Vice President-Elected Group Vice
      (45)                Industrial Products President - Industrial
                                             Products in 1986.

Ronald D. Brown          Vice President-     Elected Vice President -
      (42)                Finance and        Finance and Chief Financial
                          Chief Financial    Officer in 1993. Prior
                          Officer            thereto was Treasurer and
                                             Assistant Secretary from 1989.

William J. Gruber        Vice President -    Elected Vice President -
      (42)                U.S. Plastics      U.S. Plastics Machinery in 
                          Machinery          1996. Prior thereto was 
                                             Manager of U.S. 
                                             Plastics Machinery from 
                                             1995; General Manager, Products
                                             Division from 1984.

Richard L. Kegg         Vice President -     Elected Vice President -
      (60)               Technology and      Technology and
                         Manufacturing       Manufacturing Development
                         Development         in 1993.  Prior thereto was
                                             Director, Corporate Research
                                             and Manufacturing Development
                                             from 1990.

Theodore Mauser         Vice President-      Elected Vice President -
      (56)               Human Resources     Human Resources in 1984.


James M. Stergiopoulos  Vice President-      Elected Vice President -
      (57)                Plastics Machinery Plastics Machinery Europe
                          Europe             in 1995.  Prior thereto was
                                             Director, Plastics 
                                             Machinery Europe from 1994 and
                                             General Manager, Cincinnati
                                             Milacron
                                             Austria from 1987.

Wayne F. Taylor         Vice President-      Elected Vice President -
      (52)               General Counsel     General Counsel and
                         and Secretary       Secretary in 1990.

Robert P. Lienesch      Controller           Elected Controller in 1989.
      (50)

Kenneth W. Mueller      Treasurer and        Elected Treasurer and
      (62)               Assistant Secretary Assistant Secretary in 1993.
                                             Prior thereto was Acting
                                             Director of Standard Machine
                                             Tools from 1992; Machine Tool
                                             Group Controller from 1989.

Note:
  Parenthetical figure below name of individual indicates age at most
recent birthday prior to December 31, 1995.

  There are no family relationships among the executive officers of the
  Registrant.

  Officers of the company are elected each year by the Board of Directors.


Item 2.   PROPERTIES


The information required by Item 2 is included in Part I on pages 11, 14
and 18 of this Form 10-K.
       


Item 3.   LEGAL PROCEEDINGS


In the opinion of management and counsel, there are no material pending
legal proceedings to which the company or any of its subsidiaries is a
party or of which any of its property is the subject.


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS


There were no matters submitted to a vote of stockholders during the fourth
quarter of 1995.


                                         PART II
                                         -------

Item. 5   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS


The company's common shares are listed on the New York Stock Exchange. Such
shares are also traded on the Cincinnati Stock Exchange, Boston Stock
Exchange, Pacific Stock Exchange, Philadelphia Stock Exchange and Midwest
Stock Exchange, with options traded on the Philadelphia Stock Exchange.  As
of February 28, 1996, there were approximately  6,000 holders of record of
the company's common shares.  The company's preferred shares are not
actively traded.

The table below shows the price range of the common shares for 1994 and
1995, as reported by the New York Stock Exchange.  Cash dividends of $.09
per common share and $1.00 per preferred share were paid in each quarter of
1994 and 1995.


                                                  Common Stock
                                                   Price Range      
                                               ---------------------
  Fiscal 1994, quarter ended                    High           Low
                                               ------         ------
    March 26 . . . . . . . . . . . . . . .     $25.63         $21.75 
    June 18. . . . . . . . . . . . . . . .      24.25          19.50
    October 8. . . . . . . . . . . . . . .      27.00          18.63
    December 31. . . . . . . . . . . . . .      27.63          22.25

  Fiscal 1995, quarter ended                    
    March 25 . . . . . . . . . . . . . . .     $25.00         $19.88
    June 17. . . . . . . . . . . . . . . .      28.00          20.75
    October 7. . . . . . . . . . . . . . .      33.63          26.75
    December 30. . . . . . . . . . . . . .      27.63          23.00



Item 6.  SELECTED FINANCIAL DATA

(Dollars in millions, except per-share amounts)

<TABLE>
<CAPTION>

                                                       1995              1994           1993          1992          1991 
                                                    -------          --------       --------       -------        ------
<S>                                                <C>               <C>            <C>            <C>            <C>
Summary of Operations                              
---------------------
Sales    . . . . . . . . . . . . . . . . . .       $1,649.3          $1,197.1       $1,029.4       $ 789.2         $754.0
Cost of products sold. . . . . . . . . . . .        1,238.3             904.8          791.3         612.6          603.2
                                                   --------          --------       --------       -------        -------
   Manufacturing margins . . . . . . . . . .          411.0             292.3          238.1         176.6          150.8

Other costs and expenses
   Selling and administrative. . . . . . . .          301.4             222.2          191.3         133.6          132.2
  (Gain) loss on disposition . . . . . . . . 
     of businesses . . . . . . . . . . . . .          (71.0)(a)           -             22.8(c)         -              -
   Integration, consolidation and
     closing and relocation             
    charges. . . . . . . . . . . . . . . . .            9.8 (b)           -             47.1(d)         -            75.1(e)
   Minority shareholders' 
     interests . . . . . . . . . . . . . . .            2.3               -             -               -              -    
   Other- net. . . . . . . . . . . . . . . .            9.4               5.9             .7           (.2)           1.8
                                                   --------          --------       --------       -------        -------
     Total other costs
        and expenses . . . . . . . . . . . .          251.9             228.1          261.9         133.4          209.1
                                                   --------          --------       --------       -------        -------
Operating earnings (loss). . . . . . . . . .          159.1              64.2          (23.8)         43.2          (58.3)
Interest - net . . . . . . . . . . . . . . .          (24.8)            (15.3)         (13.4)        (16.2)         (15.1)
                                                   --------          --------       --------       -------        -------
Earnings (loss) from 
   continuing operations before
   income taxes, extraordinary 
   items and cumulative 
   effect of changes in methods
   of accounting . . . . . . . . . . . . . .          134.3              48.9          (37.2)         27.0          (73.4)
Provision for income taxes . . . . . . . . .           28.7              11.2            8.2          10.9            9.7
                                                   --------          --------       --------       -------        -------
Earnings (loss) from
   continuing operations before
   extraordinary items and 
   cumulative effect of changes
   in methods of accounting. . . . . . . . .          105.6              37.7          (45.4)         16.1          (83.1)
Extraordinary items
   Loss on early extinguishment
     of debt . . . . . . . . . . . . . . . .            -                  -            (4.4)           -              -
   Tax benefit from 
     loss carryforward . . . . . . . . . . .            -                  -             -             5.4             -  
Cumulative effect of changes
   in methods of accounting. . . . . . . . .            -                  -           (52.1)           -              -
Discontinued operations 
   net of income taxes . . . . . . . . . . .            -                  -             -              -           (17.1)(f)
                                                   --------          --------       --------       -------        -------
     Net earnings (loss) . . . . . . . . . .       $  105.6          $   37.7       $ (101.9)      $  21.5        $(100.2)
                                                   ========          ========       ========       =======        =======
Earnings (loss) per common share
   Earnings (loss) from 
     continuing operations 
     before extraordinary
     items and cumulative
     effect of changes in
     methods of accounting . . . . . . . . .       $   3.04          $   1.10       $  (1.41)      $   .58         $(3.04)
   Extraordinary items
     Loss on early 
        extinguishment of debt . . . . . . .            -                  -            (.14)           -             -
     Tax benefit from 
        loss carryforward. . . . . . . . . .            -                  -             -             .19            - 
   Cumulative effect of changes
     in methods of accounting. . . . . . . .            -                  -           (1.61)           -             -
   Discontinued operations
     net of income taxes . . . . . . . . . .            -                  -              -             -           (.63)(f)
                                                   --------          --------       --------       -------        ------
          Net earnings (loss). . . . . . . .       $   3.04          $   1.10       $  (3.16)      $   .77        $(3.67)
                                                   ========          ========       ========       =======        ======
</TABLE>

See notes on page 24.    



(Dollars in millions, except employees and per-share amounts)

<TABLE>
<CAPTION>
                                                      1995             1994           1993            1992          1991
                                                    ------           ------         ------          ------        ------
<S>                                                 <C>              <C>            <C>            <C>            <C>
Financial Position at Year End
------------------------------
Working capital. . . . . . . . . . . . . . .        $392.7           $151.4         $114.3          $191.8        $188.0
Property, plant and equipment-
   net   . . . . . . . . . . . . . . . . . .         265.5            198.8          184.0           121.1         129.7
Total assets . . . . . . . . . . . . . . . .       1,197.1            787.6          729.6           578.9         598.4 
Long-term debt and lease 
   obligations . . . . . . . . . . . . . . .         332.2            143.0          107.6           154.4         155.9
Total debt . . . . . . . . . . . . . . . . .         355.8            226.9          185.2           175.6         162.8
Shareholders' equity . . . . . . . . . . . .         270.7            157.8          124.1           134.4         129.0
   Per common share. . . . . . . . . . . . .          7.72             4.50           3.53            4.67          4.49 


Other Data
----------

Dividends paid to common
   shareholders. . . . . . . . . . . . . . .          12.3             12.2           11.6            10.0          17.3
     Per common share. . . . . . . . . . . .           .36              .36            .36             .36           .63
Capital expenditures . . . . . . . . . . . .          52.3             43.0           23.4            17.6          15.5
Depreciation and amortization. . . . . . . .          43.6             28.6           26.1            20.9          24.0
Backlog of unfilled orders at  
   year-end. . . . . . . . . . . . . . . . .         344.2            287.1          246.0           249.6         277.3
Employees (average). . . . . . . . . . . . .        11,701            8,395          7,885           6,135         6,903

</TABLE>

(a)  Represents a gain of $66.0 million ($52.4 million after tax) on
     the sale of the company's Electronic Systems Division and a gain
     of $5.0 million ($4.0 million after tax) on the sale of the
     company's American Mine Tool business.

(b)  Represents a charge of $9.8 million ($7.8 million after tax) for the
     integration of certain Widia and Valenite operations.

(c)  Represents charges (with no current tax effect) for the disposition of
     a plastics machinery subsidiary.

(d)  Represents a charge (with no current tax effect) for the consolidation
     of U.S. machine tool manufacturing operations.

(e)  Represents a charge (with no current tax effect) for plant closing and
     relocation of certain machine tool manufacturing operations.

(f)  Includes a charge of $14.9 million (with no current tax effect),
     or $.54 per share, related to the revaluation for sale of the
     company's coordinate measurement and inspection machine business.


Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
               CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS 

   The company operates in three principal business segments: plastics
machinery, machine tools and industrial products. In the last year, all
three segments experienced internal growth. Machine tools' sales increased
largely because of growth in sales of Wolfpack designed standard products.
In the last three years, the plastics machinery and industrial products
segments have experienced more rapid growth, primarily as a result of four
major acquisitions. 

   On July 20, 1995, the company acquired Talbot Holdings, Ltd. (Talbot) for
approximately $38 million in cash and assumed debt. Talbot operates
primarily in the U.S. and is a major supplier of round metalcutting tools.
With 1995 sales of about $40 million, it is included in the industrial
products segment. The company's consolidated 1995 sales includes five
months of Talbot's sales. 

   On February 1, 1995, the company acquired Krupp Widia GmbH (Widia) for
approximately $88 million of cash and assumed debt. Headquartered in
Germany, Widia is one of the world's leading producers of metalcutting
products and industrial magnets and is also being operated as part of the
industrial products segment. Widia's 1995 sales approximated $300 million,
although the company's consolidated 1995 sales include only the eleven
months in which the company owned Widia.     

   On November 8, 1993, the company acquired Ferromatik, the plastics
injection molding machine business of Kloeckner-Werke AG, for approximately
$50 million in cash and assumed debt. Ferromatik is also headquartered in
Germany, and is one of the world's leading producers of injection molding
machines; it is part of the company's plastics machinery segment. Its 1995
annual sales approximated $150 million. All twelve months' sales were
included in 1995 and 1994 results, while only two months' sales were
included in consolidated 1993 results. 

   On February 1, 1993, the company acquired GTE Valenite Corporation
(Valenite) for $77 million of cash and assumed debt. Valenite, with its
principal operations in the U.S. and Canada, is a leading U.S. producer of
consumable industrial metalcutting tools. Part of the industrial products
segment, Valenite's 1995 sales approximated $235 million, excluding about
$40 million of European sales now managed by Widia. Except for one month in
1993, Valenite's results are included for all of the years shown in the
accompanying Consolidated Statement of Earnings. 

   Also in the last three years, the company has completed three
divestitures. The 1995 divestitures of Electronic Systems Division (ESD)
and American Mine Tool (AMT) resulted in gains, while the 1993 disposition
of Sano resulted in a loss, as described below. Except for these gains and
the loss, these divestitures did not otherwise have a material effect on
the comparability of the Consolidated Statement of Earnings.         

   Because of the company's recent acquisitions, as well as the company's
internal growth in non-U.S. markets, close to half of the company's 1995
sales and operating earnings were generated outside the U.S. Foreign
currency exchange rate fluctuations affect the translation of non-U.S.
sales and earnings, as well as consolidated shareholders' equity. However,
the company's major foreign operations are in European countries which have
not experienced significant currency exchange rate fluctuations in recent
years. In 1995, the generally stronger European currencies had the
translation effect of increasing 1995 new orders and sales by approximately
$40 million and net earnings by $1.9 million. In addition, in 1995 there
was an increase in shareholders' equity due to a $9 million reduction in
the cumulative foreign currency translation adjustment.  

1995 COMPARED TO 1994 
----------------------

NEW ORDERS AND BACKLOG 

   New orders for 1995 were $1,635 million, which represented a $397
million, or 32%, increase over 1994. Of the $397 million increase, $271
million resulted from the Widia and Talbot acquisitions. Orders for
plastics machinery increased $16 million, or 3%, primarily due to increased
orders for German-built injection molding machines. Although the segment
experienced increased orders for the year, new business in the fourth
quarter decreased compared to the exceptionally strong order level in the
fourth quarter of 1994. Machine tool orders increased in 1995 by $84
million, or 25%, as all major U.K. and U.S. product lines, including
aerospace products, showed increases. Machine tool orders in the fourth
quarter of 1995 were $85 million, up 14% over the fourth quarter of 1994;
however, the $85 million was not as strong as earlier 1995 quarters. This
decline is expected to affect sales in the first quarter of 1996. Orders
for industrial products, excluding the acquisitions, increased by $26
million, or 7%, primarily as a result of increased industrial activity in
the U.S. and Europe. 

   U.S. export orders approximated $171 million in 1995 compared to $124
million in 1994. This represents a 38% increase, which was primarily
attributable to increased machine tool orders from European customers. 

   At December 30, 1995, the backlog of unfilled orders was $344 million.
This figure has been reduced by ESD's backlog of unfilled orders from
non-Milacron customers as a result of the ESD sale in December, 1995.
Despite this reduction, the backlog increased in 1995 by $57 million,
primarily as a result of the Widia acquisition.  


SALES 

   Sales in 1995 were $1,649 million, which represented a $452 million, or
38%, increase over 1994. Of the $452 million increase, $276 million
represented sales from the 1995 acquisitions, Widia and Talbot. The rest of
the increase was attributable to: (i) a $66 million, or 13%, increase in
sales of plastics machinery resulting primarily from growth in the
company's European injection molding and extrusion businesses; (ii) a $71
million, or 21%, increase in sales of machine tools resulting primarily
from increased sales of U.K.-built vertical machining centers; and (iii)
excluding the acquisitions, a $39 million, or 11%, increase in industrial
products' sales due to increased sales in all businesses: cutting fluids,
grinding wheels and Valenite cutting tools.  

   Sales of all segments to non-U.S. markets totaled $784 million, an
increase in 1995 of $367 million primarily due to the Widia acquisition.
Export sales totaled $167 million, an increase of $25 million, or 18%,
primarily due to increased sales of machine tools in Europe. In 1995,
products manufactured outside the U.S. constituted 43% of consolidated
sales as compared to 27% in 1994, while products sold outside the U.S. were
48% of consolidated sales as compared to 35% in 1994.  

MARGINS, COSTS AND EXPENSES 

   Manufacturing margins increased to 24.9% in 1995 compared to 24.4% in
1994, due primarily to the increased proportion of industrial products'
sales which have higher margins than the machinery businesses. Plastics
machinery margins were unchanged for the year although they were lower in
the last half of 1995, largely due to increased exports and reduced
automotive sales. Machine tools experienced a slight decline largely due to
phasing out some older product lines. Industrial products' margins declined
slightly because of the mix of product sales. 

   Selling and administrative expense increased due to the acquisitions and
increased sales. As a percent to sales, selling expense increased from
16.1% to 16.3% due to the higher proportion of industrial products' sales
which have higher selling costs. Administrative expense increased because
the administrative costs of the newly acquired subsidiaries exceeded a
reduction in corporate overhead expenses, although the 1995 total was less
than 2% of sales. 

   The $71.0 million gain on disposition of businesses resulted from the
$66.0 million before tax gain on the sale of ESD, which was sold in the
fourth quarter of 1995, and the $5.0 million before tax gain on the sale of
AMT, which was sold in the first quarter of 1995. These transactions had
the effect of increasing 1995 net earnings by $56.4 million, or $1.63 per
share. The ESD sale is expected to have a material effect on the company's
future operating results; its 1995 sales to non-Milacron customers
approximated $30 million and its before tax operating profit totaled
approximately $14 million. However, the proceeds from the sale were used in
January, 1996, to repay bank borrowings and to partially fund the D-M-E
acquisition which is expected to increase 1996 earnings (see Subsequent
Events). 

   The $9.8 million pretax integration charge ($7.8 million after tax)
relates to the company's February, 1995, acquisition of Widia. The Widia
acquisition allows the company to capitalize on synergistic opportunities
with Valenite, an existing subsidiary which manufactures similar products.
Accordingly, in May, 1995, management formally approved a plan to integrate
certain operations of these businesses at an expected cost of $17.1 million
which was increased to $28.1 million ($21.0 million in cash) in December,
1995, to include additional actions at Widia. That portion of the cost
directly related to Widia, totaling $18.3 million, has been recorded as a
purchase accounting adjustment, while the remaining $9.8 million, which is
directly related to Valenite, was recorded as a charge to earnings. The
$28.1 million plan involves the closing or downsizing of three
manufacturing plants and the consolidation of numerous sales, service and
warehouse operations in Europe and Asia. The $9.8 million integration
charge includes $5.8 million for severance and other termination benefits
and $4.0 million for facility exit costs and asset write downs. As a result
of the actions included in the $28.1 million plan, which were started in
1995 and all of which are expected to be substantially completed in the
first half of 1996 except for certain personnel reductions at Widia, the
company expects annual cost savings of approximately $19 million. The total
cash cost of $21.0 million will be funded by operations and bank
borrowings.                                  

   Other-net increased by $3.5 million due to a $1.5 million increase in
financing fees on the sale of receivables, as well as the effects of the
acquisitions. 

   Minority shareholders' interests in earnings of subsidiaries relates
principally to Widia's 51% interest in a public company in India. 

   Interest expense, net of interest income, was $24.8 million in 1995
compared to $15.3 million in 1994. The primary cause of the increase was
higher borrowing levels to support the Widia and Talbot acquisitions.  

INCOME TAXES 

   The provision for income taxes in both 1995 and 1994 consists primarily
of U.S. state and local income taxes and non-U.S. income taxes in certain
profitable jurisdictions. The company entered 1995 and 1994 with U.S. net
operating loss carryforwards of $38 million and $17 million, respectively.
The company also had net operating loss carryforwards in certain non-U.S.
jurisdictions. As a result, U.S. federal income taxes and taxes in certain
non-U.S. jurisdictions are minimal in both years due to the realization of
certain fully reserved deferred tax assets, particularly the aforementioned
net operating loss carryforwards.  

EARNINGS                                     

   Net earnings in 1995 were $105.6 million, or $3.04 per share, compared to
$37.7 million, or $1.10 per share in 1994. The net earnings in 1995
included $48.6 million, or $1.40 per share, resulting from the combined
effects of the gain on the disposition of two businesses, offset by the
integration charge. Excluding these items, net earnings increased from 1994
by $19.3 million, or $.54 per share.  


1994 COMPARED TO 1993 
----------------------

NEW ORDERS AND BACKLOG                       

   New orders for 1994 were $1,238 million, which represented a $268
million, or 28%, increase over 1993. Orders for plastics machinery
increased $174 million, or 48%. Approximately $100 million of the increase
resulted from the acquisition of Ferromatik late in 1993. Other
contributing factors included higher demand for U.S.-built injection
molding machines and a single $17 million European order. Machine tool new
orders increased $47 million, or 16%, due to a greater demand for
Wolfpack-designed products, primarily vertical machining centers. Orders
for industrial products increased $48 million, or 15%, due primarily to the
timing of the Valenite acquisition and strengthening demand in the U.S. 

   U.S. export orders approximated $124 million in 1994 compared to $100
million in 1993. The increase in export orders was primarily attributable
to the plastics machinery segment. 

   At December 31, 1994, the backlog of unfilled orders was $287 million
compared with $246 million at the beginning of 1994. The increase in
backlog was primarily attributable to greater demand for Ferromatik
plastics machinery and vertical machining centers.  

SALES   

   Sales in 1994 were $1,197 million, which represented a $168 million, or
16%, increase over 1993. The sales increase was primarily attributable to:
(i) a $147 million, or 41%, increase in plastics machinery sales, which
included an approximate $80 million increase resulting from the acquisition
of Ferromatik in late 1993, with the rest of the plastics machinery
increase coming from injection molding machines and (ii) a $38 million
increase in industrial products sales, of which about half resulted from
the inclusion of Valenite's sales for twelve months in 1994 versus eleven
months in 1993. Machine tool sales declined by $17 million, or 5%,
resulting primarily from a decline in demand from the aerospace market.  

   Sales of all segments to non-U.S. markets increased in 1994 by $119
million, or 40%, primarily due to the effect of the Ferromatik acquisition.
Export shipments increased by $23 million, or 20%, primarily due to
increases in exports of injection molding machines to Mexico. In 1994,
products manufactured outside the U.S. were 27% of consolidated sales as
compared to 19% in 1993, while products sold outside the U.S. were 35% of
consolidated sales as compared to 29% in 1993. 

MARGINS, COSTS AND EXPENSES 


   Manufacturing margins increased to 24.4% in 1994 from 23.1% in 1993.
Margins for all three segments improved. Plastics machinery benefited from
increased volume and more stable pricing; machine tool reduced its costs
due to the consolidation (see Consolidation Charge); and industrial
products achieved benefits from increased U.S. sales of grinding wheels,
metalworking fluids and cutting tools. 

   Selling and administrative expense as a percent of sales was 19% in both
1994 and 1993.                               

   The $22.8 million disposition of a business in 1993 resulted from the
decision to sell Sano, due in part to continuing operating losses. Sano was
included in the plastics machinery segment. 

   Other-net increased by $5.2 million due to: (i) a $2.8 million increase
in financing fees, principally attributed to the sale of receivables and
(ii) the inclusion in 1993 of a $2.5 million gain on the sale of surplus
land.   

   Interest expense, net of interest income, was $15.3 million in 1994
compared to $13.4 million in 1993. The increase was due to higher borrowing
levels as well as higher interest rates.   

CONSOLIDATION CHARGE 

   In December, 1993, management adopted a plan to reduce machine tool
manufacturing capacity by consolidating U.S. machine tool manufacturing
into facilities in Cincinnati and accordingly recorded a charge of $47.1
million in the fourth quarter of 1993. Production at the company's two
machine tool facilities in Fountain Inn and Greenwood, South Carolina, was
phased out during 1994 and the plants were closed in the fourth quarter of
1994. 

   The consolidation plan included a provision for the phase out of
production in South Carolina offset by a simultaneous ramp up of production
in Cincinnati to minimize the effect of the consolidation on 1994 sales.
However, two important factors necessitated adjustments to the original
plan. First, the favorable job market in South Carolina resulted in an
unexpectedly high early attrition rate affecting both production employees
and certain other employees who were key to the execution of the production
phase-out plan.  The early attrition was particularly acute in parts
manufacturing and resulted in an earlier than expected loss of capability
in this area, slowing the phase out of production in South Carolina and
hampering the ramp up of production in Cincinnati. To offset some of the
lost capability, the company had to temporarily utilize more costly
subcontract sources. Second, market demand for machine tool products,
including products previously manufactured in  South Carolina, was strong
in 1994. This temporarily strained key suppliers, causing parts shortages
and further slowing the ramp up of production in Cincinnati. These
production delays and inefficiencies during the consolidation process
contributed to lower than expected operating earnings in the machine tools
segment and resulted in an estimated $20 million to $30 million reduction
in 1994 sales of products previously manufactured in South Carolina. 

   Completion of the consolidation was originally expected to result in a
net employee reduction of 235 in U.S. machine tool operations. However,
increased customer demand for machine tool products, including the products
being transferred from South Carolina, resulted in a net employee reduction
of 150. As a result of the larger than expected number of voluntary
terminations and transfers to Cincinnati, the cost for severance and other
fringe benefits was approximately $6 million less than anticipated.
Simultaneously, the delay in the phase out of production in South Carolina
resulted  in additional operating losses of approximately $2 million
through the closure date of the two plants. The net $4 million reduction in
the cost of the consolidation was utilized to absorb incremental costs
arising from the 1990 and 1991 machine tool restructurings, including the
lower estimated net proceeds from the sale of the Heald facility, the
closure of certain overseas sales offices and the restructuring of U.S.
machine tool operations. 

   The consolidation was originally expected to result in annual cost
savings of approximately $16 million. Approximately $12 million of the $16
million in anticipated savings related to the planned net employee
reduction of 235 people. As a result of the lower than expected reduction,
the actual annual cost savings were $4 million less than originally
anticipated. However, higher margins associated with increased sales offset
this reduction.                              

   The consolidation plan was essentially completed by year-end, 1994,
although the company experienced some production difficulties in early 1995
which were related to the consolidation and a simultaneous increase in
customer demand.  

INCOME TAXES 

   The provision for income taxes in both 1994 and 1993 consists primarily
of U.S. state and local income taxes and non-U.S. income taxes in certain
profitable jurisdictions. 

   Income taxes were minimal in 1994 because benefits from the utilization
of the company's U.S. and non-U.S. net operating loss carryforwards were
applied as a reduction of the provision for income taxes.            

   Current tax benefits were not offset against the U.S. loss in 1993 in
accordance with the income tax accounting rules that became effective
January 3, 1993. In addition, current tax benefits could not be recognized
for losses in certain non-U.S. jurisdictions.  

EARNINGS                                     

   Earnings before extraordinary item and cumulative effect of changes in
methods of accounting improved to $37.7 million, or $1.10 per share, in
1994 compared to a loss of $45.4 million, or $1.41 per share, in 1993. The
1993 loss was caused by the $47.1 million consolidation charge described
above and the $22.8 million charge for the disposition of a business
described above.                             

   The net loss for 1993 included the effect of an extraordinary charge of
$4.4 million, or $.14 per share, related to the early extinguishment of $60
million of 12% debentures. 

   The net loss for 1993 also included the effect of adopting SFAS No. 109,
"Accounting for Income Taxes," and SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," effective January 3, 1993,
resulting in charges to earnings totaling $52.1 million, or $1.61 per
share. Except for the cumulative effect, the new rules regarding
postretirement medical benefits did not significantly affect the company's
earnings in any of the years presented, while the new rules regarding
income taxes had the effect of reducing the company's effective tax rate in
all the years presented due to the realization of net operating loss
carryforwards.                               

   Net earnings were $37.7 million, or $1.10 per share, in 1994, compared to
a net loss of $101.9 million, or $3.16 per share, in 1993. The 1993 net
loss was caused by the aforementioned charges, the extraordinary item and
the cumulative effect of changes in methods of accounting that totaled
$126.4 million.  

LIQUIDITY AND SOURCES OF CAPITAL 
---------------------------------

     At December 30, 1995, the company had cash and cash equivalents of
$133 million, an increase of $112 million during the year. The increase
resulted primarily from the sale of ESD near the end of 1995.  

     Operating activities provided $41 million of cash in 1995 after
deducting incremental cash costs of the industrial products integration and
the U.S. machine tool consolidation of $11 million. Operating activities
provided $8 million in 1994. Working capital improved by $241 million in
1995 and the current ratio improved to 2.0. These improvements resulted
primarily from the acquisitions and divestitures. 

     Expenditures for new property, plant and equipment in 1995 were $52
million, compared to $43 million in 1994. Proceeds from the disposal of
property, plant and equipment for 1995 were $10 million compared to $4
million in 1994. Proceeds during both years included amounts related to the
sale of surplus assets and the sale and operating leaseback of certain
manufacturing equipment. The 1996 capital budget is $86 million, some of
which may be financed through operating leases. 


     In 1995, the acquisitions of Widia and Talbot resulted in cash
payments of $114 million, including the related professional fees. Also in
1995, the company realized proceeds of $120 million on the disposition of
ESD and AMT. While a portion of the proceeds from the ESD sale were used to
partially repay existing bank borrowings before year-end 1995, the majority
is included in cash and cash equivalents in the accompanying Consolidated
Balance Sheet. 

     The Widia acquisition was financed by borrowing $87 million under the
company's revolving credit facility, that portion of which is classified as
long-term debt. Also in 1995, the company issued $100 million of 7 7/8%
notes. The proceeds were used principally to pay down other long-term debt
and to reduce amounts payable to banks. The subsequent acquisition of
Talbot was financed by available cash and increasing amounts payable to
banks.    

     The company had a number of short-term intercompany loans and advances
denominated in various currencies totaling approximately $61 million at
December 30, 1995, that were subject to foreign currency exchange risk. The
company also enters into various transactions, in the ordinary course of
business, for the purchase and sale of goods and services in various
currencies. The company hedges its exposure to currency fluctuations
related to short-term intercompany loans and advances and the purchase and
sale of goods under firm commitments by entering into foreign exchange
contracts to minimize the effect of foreign currency exchange rate
fluctuations related to significant transactions. The company is currently
not involved with any additional derivative financial instruments. 

     At year-end 1995, the company had lines of credit with various U.S.
and non-U.S. banks of approximately $370 million, including a $150 million
committed revolving credit facility. These credit facilities support
letters of credit and leases in addition to providing borrowings under
varying terms. The revolving credit facility was amended in May, 1995, to
allow for the purchase of Talbot, to extend the debt maturity to 1998, and,
at the company's request, to reduce the amount of the facility to $150
million to reduce facility fees. The facility imposes a number of
restrictions, including restrictions on total indebtedness in relation to
total capital. The company has remained in compliance with the restrictions
imposed by the facility since its inception. Under the provisions of the
amended facility, the company's additional borrowing capacity totaled
approximately $192 million at year-end 1995. 

     The interest rates on the lines of credit and the financing fees on
the receivables purchase agreement fluctuate based on changes in prevailing
interest rates in the countries in which amounts are borrowed or
receivables are sold. At December 30, 1995, approximately $180 million was
subject to the effects of fluctuations in interest rates under these
arrangements. Future changes in interest rates will affect the company's
interest expense and other financing costs. 

     Total debt was $356 million at December 30, 1995, an increase of $129
million over 1994. The ratio of total debt to total capital (debt plus
equity) was 57% at December 30, 1995, down from 59% at year-end 1994. The
company believes that its cash flow from operations and available credit
lines will be sufficient to meet its debt service, capital expenditures and
other operating requirements, including those associated with the
acquisition of D-M-E (see Subsequent Events).  

SUBSEQUENT EVENTS 
-----------------

     On January 26, 1996, the company completed the acquisition of D-M-E.
With 1995 sales of approximately $175 million, D-M-E is the largest U.S.
producer of mold bases, standard components and supplies for the plastics
injection mold-making industry. The acquisition was financed initially
through the execution of $183 million of notes payable to the seller along
with $62 million of cash. One promissory note of $12 million was
subsequently paid. The other notes mature on January 26, 1997, but are
subject to  prepayment at the option of either the buyer or the seller at
any time after July 26, 1996. To finance the acquisition, the company
completed an amendment to its revolving credit facility that increased the
facility to $300 million and extended the debt maturity to January 31,
2000. After giving effect to the acquisition on a pro forma basis, as if
the transaction had been completed by year-end 1995, the company's unused
borrowing capacity would be approximately $30 million and its debt to
capital ratio would be 66%. Longer-term financing for the acquisition will
be completed at a later date and may include the issuance of some form of
equity.  

OUTLOOK 
--------

     As for the future, the slowdown in the North American and European
economies, which began in mid-1995, is likely to persist and the company is
planning on only modest economic growth in the second half of the year.
Even in this environment, however, due to new product introductions and
productivity improvements, the company expects good improvements in sales
and earnings in 1996, compared with 1995 results after excluding the effect
of dispositions and the integration charge. These forward-looking
statements by their nature involve risks and uncertainties that could
significantly impact expected results, as described more fully in the
Cautionary Statement below.

==========================================================================  
                 

CAUTIONARY STATEMENT 
---------------------

The company wishes to caution readers that all its forward-looking
statements in the "Outlook" section above and elsewhere, which include all
statements which, at the time made, speak about the future, or are based
upon the company's interpretation of what it believes are significant
factors affecting its businesses. The company believes the following
important factors, among others, in some cases have affected, and, in the
future, could affect, the company's actual results and could cause the
company's actual consolidated results for 1996, and beyond, to differ
materially from those expressed in any forward-looking statements made by,
or on behalf of, the company:

     *    global economic conditions, consumer spending and
          industrial production in the United States and Europe,
          particularly in segments related to the level of
          automotive production and spending in the aerospace and
          construction industries;

     *    fluctuations in the exchange rates of U.S. and foreign
          currencies, particularly those of countries in Europe
          where the company has several principal manufacturing
          facilities;

     *    production and pricing levels of important raw
          materials, including plastic resins, which are a key
          raw material used by purchasers of the company's
          plastics machinery products, and steel, cobalt,
          tungsten and industrial grains used in the production
          of metalworking products;

     *    lower than anticipated levels of plant utilization
          resulting in production inefficiencies and higher
          costs, whether related to the delay of new product
          introductions, improved production processes or
          equipment, or labor relation issues;

     *    any major disruption in production at key customer or
          supplier facilities;

     *    alterations in trade conditions in and between the U.S.
          and non-U.S. countries where the company does business,
          including export duties, import controls, quotas and
          other trade barriers;

     *    changes in tax, environmental and other laws and
          regulations in the U.S. and non-U.S. countries where
          the company does business.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Beginning on page 34 and continuing through page 51 are the consolidated
financial statements with applicable notes and the related Report of
Independent Auditors, and the supplementary financial information specified
by Item 302 of Regulation S-K.

CONSOLIDATED STATEMENT OF EARNINGS
CINCINNATI MILACRON INC. AND SUBSIDIARIES
FISCAL YEAR ENDS ON SATURDAY CLOSEST TO DECEMBER 31.

(In millions, except per-share amounts)

<TABLE>
<CAPTION>
                                                                              1995        1994        1993 
                                                                          --------    --------    --------
<S>                                                                       <C>         <C>         <C>
Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $1,649.3    $1,197.1    $1,029.4 
Cost of products sold. . . . . . . . . . . . . . . . . . . . . . . .       1,238.3       904.8       791.3 
                                                                          ---------   --------    --------
  Manufacturing margins. . . . . . . . . . . . . . . . . . . . . . .         411.0       292.3       238.1 
Other costs and expenses 
  Selling and administrative . . . . . . . . . . . . . . . . . . . .         301.4       222.2       191.3 
  (Gain) loss on disposition of businesses . . . . . . . . . . . . .         (71.0)        -          22.8 
  Integration and consolidation charges. . . . . . . . . . . . . . .           9.8         -          47.1 
  Minority shareholders interests in earnings of subsidiaries. . . .           2.3         -           - 
  Other - net  . . . . . . . . . . . . . . . . . . . . . . . . . . .           9.4         5.9          .7 
                                                                          --------    --------    --------
    Total other costs and expenses . . . . . . . . . . . . . . . . .         251.9       228.1       261.9
                                                                          --------    --------    -------- 
Operating earnings (loss)  . . . . . . . . . . . . . . . . . . . . .         159.1        64.2       (23.8) 
Interest 
  Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           3.2         2.6         2.3 
  Expense  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (28.0)      (17.9)      (15.7) 
                                                                          --------    --------    --------
    Interest - net . . . . . . . . . . . . . . . . . . . . . . . . .         (24.8)      (15.3)      (13.4)
                                                                          --------    --------    --------  
Earnings (loss) before income taxes, extraordinary item and 
  cumulative effect of changes in methods of accounting. . . . . . .         134.3        48.9       (37.2) 
Provision for income taxes . . . . . . . . . . . . . . . . . . . . .          28.7        11.2         8.2  
                                                                          --------    --------    --------
Earnings (loss) before extraordinary item and
  cumulative effect of changes in methods of accounting. . . . . . .         105.6        37.7       (45.4)  
Extraordinary loss on early extinguishment of debt . . . . . . . . .           -           -          (4.4) 
Cumulative effect of changes in methods of accounting                          -           -         (52.1) 
                                                                          --------    --------    --------
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . .      $  105.6    $   37.7    $ (101.9)  
                                                                          ========    ========    ========
Earnings (loss) per common share 
  Earnings (loss) before extraordinary item and cumulative 
    effect of changes in methods of accounting . . . . . . . . . . .      $   3.04    $   1.10    $  (1.41) 
  Extraordinary loss on early extinguishment of debt . . . . . . . .           -           -          (.14) 
  Cumulative effect of changes in methods of accounting. . . . . . .           -           -         (1.61) 
                                                                          --------    --------    --------
  Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . .      $   3.04    $   1.10    $  (3.16)
                                                                          ========    ========    ======== 
</TABLE>

See notes to consolidated financial statements.

CONSOLIDATED BALANCE SHEET
CINCINNATI MILACRON INC. AND SUBSIDIARIES
FISCAL YEAR ENDS ON SATURDAY CLOSEST TO DECEMBER 31.

<TABLE>
<CAPTION>

(In millions)                                     1995      1994 
                                              --------   -------
<S>                                          <C>         <C>
Assets 
  Current assets 
    Cash and cash equivalents. . . . . . .    $  133.1    $ 21.5 
    Notes and accounts receivable (less 
      allowances of $12.9 in 1995 and 
      $8.7 in 1994). . . . . . . . . . . .       242.8     188.0 
    Inventories 
      Raw materials  . . . . . . . . . . .        34.7      25.4 
      Work-in-process and finished parts .       188.2     162.8 
      Finished products  . . . . . . . . .       128.8      79.0 
                                              --------    ------
        Total inventories  . . . . . . . .       351.7     267.2 
    Other current assets . . . . . . . . .        54.7      38.0 
                                              --------    ------
      Total current assets . . . . . . . .       782.3     514.7 
  Property, plant and equipment - net  . .       265.5     198.8 
  Other noncurrent assets  . . . . . . . .       149.3      74.1
                                              --------    ------ 
  Total assets . . . . . . . . . . . . . .    $1,197.1    $787.6
                                              --------    ------  


Liabilities and Shareholders' Equity 
  Current liabilities 
    Amounts payable to banks . . . . . . .    $   20.3    $ 62.8 
    Long-term debt and lease obligations 
      due within one year. . . . . . . . .         3.3      21.1 
    Trade accounts payable . . . . . . . .       109.9      99.2 
    Advance billings and deposits. . . . .        42.7      39.6 
    Accrued and other current 
      liabilities. . . . . . . . . . . . .       213.4     140.6
                                              --------    ------
      Total current liabilities. . . . . .       389.6     363.3      
Long-term accrued liabilities. . . . . . .       204.6     123.5 
  Long-term debt and lease obligations . .       332.2     143.0
                                              --------    ------ 
    Total liabilities. . . . . . . . . . .       926.4     629.8
                                              --------    ------ 
  Commitments and contingencies. . . . . .         -         -         
  Shareholders' equity 
    4% Cumulative Preferred shares . . . .         6.0       6.0 
    Common shares, $1 par value 
    (outstanding: 34.3 in 1995 
     and 33.7 in 1994) . . . . . . . . . .        34.3      33.7
    Capital in excess of par value . . . .       266.0     255.5 
    Accumulated deficit. . . . . . . . . .       (32.8)   (125.9) 
    Cumulative foreign currency 
      translation adjustments. . . . . . .        (2.8)    (11.5) 
                                              --------    ------
      Total shareholders' equity . . . . .       270.7     157.8
                                              --------    ------ 
  Total liabilities and 
    shareholders' equity . . . . . . . . .    $1,197.1    $787.6
                                              ========    ====== 

</TABLE>

See notes to consolidated financial statements.


CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
CINCINNATI MILACRON INC.
FISCAL YEAR ENDS ON SATURDAY CLOSEST TO DECEMBER 31.

<TABLE>
<CAPTION>

                                                                                                 Cumulative 
                                                  4%                                                Foreign  
                                          Cumulative        Common    Capital in                   Currency         Total 
                                           Preferred        Shares,    Excess of   Accumulated  Translation  Shareholders'
In millions, except share amounts)            Shares   $1 Par Value    Par Value       Deficit  Adjustments        Equity 
                                          ----------   ------------   ----------   -----------  -----------  ------------

<S>                                         <C>          <C>            <C>          <C>          <C>             <C>
Balance at year-end 1992 . . . . . . . .        $6.0          $27.5       $143.3        $(37.5)       $(4.9)       $134.4 

Issuance of 5,175,000 common shares in 
  public offering. . . . . . . . . . . .                        5.2         95.4                                    100.6 
Stock options exercised and restricted 
  stock awarded for 854,918 
  common shares. . . . . . . . . . . . .                         .8         12.8                                     13.6 
Net purchase of 3,967 treasury shares. .                                     (.2)                                     (.2)

Net loss for the year. . . . . . . . . .                                                (101.9)                    (101.9)

Cash dividends 
  Preferred shares ($4.00 per share) . .                                                   (.2)                       (.2)

  Common shares ($.36 per share) . . . .                                                 (11.6)                     (11.6)

Foreign currency translation 
  adjustments. . . . . . . . . . . . . .                                                              (10.6)        (10.6)


--------------------------------------------------------------------------------------------------------------------------
Balance at year-end 1993 . . . . . . . .         6.0           33.5        251.3        (151.2)       (15.5)        124.1 

Stock options exercised and restricted 
  stock awarded for 203,404 
  common shares. . . . . . . . . . . . .                         .2          4.1                                      4.3 
Sale of 6,998 treasury shares                                                 .1                                       .1 
Net earnings for the year                                                                 37.7                       37.7 
Cash dividends 
  Preferred shares ($4.00 per share) . .                                                   (.2)                       (.2)

  Common shares ($.36 per share) . . . .                                                 (12.2)                     (12.2)

Foreign currency translation 
  adjustments. . . . . . . . . . . . . .                                                                4.0           4.0 

--------------------------------------------------------------------------------------------------------------------------
Balance at year-end 1994 . . . . . . . .         6.0           33.7        255.5        (125.9)       (11.5)        157.8 

Contribution of 118,180 common shares  
  to pension plan. . . . . . . . . . . .                         .1          3.3                                      3.4 
Stock options exercised and restricted 
  stock awarded for 418,755 
  common shares. . . . . . . . . . . . .                         .5          7.4                                      7.9 
Net purchase of 8,756 treasury shares. .                                     (.2)                                     (.2)
Net earnings for the year. . . . . . . .                                                 105.6                      105.6 
Cash dividends 
  Preferred shares ($4.00 per share) . .                                                   (.2)                       (.2)

  Common shares ($.36 per share) . . . .                                                 (12.3)                     (12.3)

Foreign currency translation 
  adjustments. . . . . . . . . . . . . .                                                                8.7           8.7 

--------------------------------------------------------------------------------------------------------------------------
Balance at year-end 1995 . . . . . . . .        $6.0          $34.3       $266.0        $(32.8)       $(2.8)       $270.7 
==========================================================================================================================

</TABLE>

See notes to consolidated financial statements. 

CONSOLIDATED STATEMENT OF CASH FLOWS
CINCINNATI MILACRON INC. AND SUBSIDIARIES
FISCAL YEAR ENDS ON SATURDAY CLOSEST TO DECEMBER 31.

<TABLE>
<CAPTION>

(In millions)                                                          1995       1994          1993 
                                                                    -------     ------      --------
<S>                                                                 <C>         <C>         <C>
Increase (Decrease) in Cash and Cash Equivalents 
  Operating Activities Cash Flows 
    Net earnings (loss). . . . . . . . . . . . . . . . . . . . .    $ 105.6     $ 37.7      $ (101.9)
    Extraordinary loss on early extinguishment of debt . . . . .        -          -             4.4 
    Cumulative effect of changes in methods of accounting. . . .        -          -            52.1 
    Other operating activities providing (using) cash 
      Depreciation  and amortization . . . . . . . . . . . . . .       43.6       28.6          26.1
      Disposition of businesses. . . . . . . . . . . . . . . . .      (71.0)       -            22.8
      Integration and consolidation charges. . . . . . . . . . .        9.8        -            47.1 
      Deferred income taxes. . . . . . . . . . . . . . . . . . .      (25.3)        .5           1.5 
      Working capital changes 
        Notes and accounts receivable. . . . . . . . . . . . . .        3.9        4.8          31.6
        Inventories. . . . . . . . . . . . . . . . . . . . . . .      (27.3)     (19.8)         24.2 
        Other current assets . . . . . . . . . . . . . . . . . .       (1.4)       (.4)          5.1 
        Trade accounts payable . . . . . . . . . . . . . . . . .        4.2       13.3          (8.3)
        Other current liabilities. . . . . . . . . . . . . . . .       (1.3)     (42.5)        (61.5)
      Increase in other noncurrent assets. . . . . . . . . . . .       (2.0)      (3.6)         (2.1)
      Increase (decrease) in long-term accrued liabilities . . .        9.6       (6.2)        (10.1) 
      Other - net. . . . . . . . . . . . . . . . . . . . . . . .       (7.5)      (4.4)         (8.8)
                                                                    -------     ------      --------  
        Net cash provided by operating activities. . . . . . . .       40.9        8.0          22.2
                                                                    -------     ------      --------
  Investing Activities Cash Flows 
    Capital expenditures . . . . . . . . . . . . . . . . . . . .      (52.3)     (43.0)        (23.4) 
    Net disposals of property, plant and equipment . . . . . . .       10.3        4.3          22.2
    Acquisitions . . . . . . . . . . . . . . . . . . . . . . . .     (113.5)      (1.9)       (112.5) 
    Disposition of businesses. . . . . . . . . . . . . . . . . .      120.4        3.2           5.0
                                                                    -------     ------      -------- 
      Net cash used by investing activities. . . . . . . . . . .      (35.1)     (37.4)       (108.7)
                                                                    -------     ------      --------
  Financing Activities Cash Flows 
    Dividends paid . . . . . . . . . . . . . . . . . . . . . . .      (12.5)     (12.4)        (11.8) 
    Increase in long-term debt . . . . . . . . . . . . . . . . .      190.0      115.4           - 
    Repayments of long-term debt and lease obligations . . . . .      (33.0)     (62.8)        (61.9)
    Increase (decrease) in amounts payable to banks. . . . . . .      (49.8)     (12.5)         54.8
    Net issuance of common shares. . . . . . . . . . . . . . . .       11.1        4.4         114.0
    Redemption premium on early extinguishment of debt . . . . .        -          -            (4.7)
                                                                    -------     ------      -------- 
      Net cash provided by financing activities. . . . . . . . .      105.8       32.1          90.4
                                                                    -------     ------      -------- 
Increase in cash and cash equivalents. . . . . . . . . . . . . .      111.6        2.7           3.9 
Cash and cash equivalents at beginning of year . . . . . . . . .       21.5       18.8          14.9
                                                                    -------     ------      -------- 
Cash and cash equivalents at end of year . . . . . . . . . . . .    $ 133.1     $ 21.5      $   18.8
                                                                    =======     ======      ======== 

</TABLE>

See notes to consolidated financial statements.


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

FISCAL YEAR END

  The company's fiscal year ends on the Saturday closest to December 31 of
each year.  Fiscal year ends are as follows: 
  1995:     December 30, 1995 
  1994:     December 31, 1994 
  1993:     January 1, 1994  

USE OF ESTIMATES

  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.  

CONSOLIDATION 

  The consolidated financial statements include the accounts of the company
and its subsidiaries. All significant intercompany transactions are
eliminated.  

FOREIGN CURRENCY TRANSLATION 

  Assets and liabilities of the company's non-U.S. operations are
translated into U.S. dollars at period-end exchange rates and income and
expense accounts are translated at weighted-average exchange rates for the
period. Net exchange gains or losses resulting from such translation are
excluded from net earnings (loss) and accumulated in a separate component
of shareholders' equity. Gains and losses from foreign currency
transactions are included in other costs and expenses - net in the
Consolidated Statement of Earnings. Gains and losses on forward exchange
contracts that are designated as hedges of foreign currency commitments are
recognized as part of the specific transactions hedged.  

CASH AND CASH EQUIVALENTS  

  The company considers all highly liquid investments with a maturity of
three months or less to be cash equivalents.  

INVENTORY VALUATION 

  Inventories are stated at the lower of cost or market, including
provisions for obsolescence commensurate with known or estimated exposures.
The principal methods of determining costs are last-in, first-out (LIFO)
for most U.S. inventories and average or standard cost, which approximates
first-in, first-out (FIFO), for other inventories.  

PROPERTY, PLANT AND EQUIPMENT 


  Property, plant and equipment, including capital leases, are stated at
cost or, for assets acquired through business combinations, at fair value
at the dates of the respective acquisitions. Equipment leased to customers
is accounted for under the operating lease method. For financial reporting
purposes, depreciation is generally determined on the straight-line method
using estimated useful lives of the assets.     

  Property, plant and equipment currently idle and held for sale or
identified for sale in the future are valued at the lower of historical
cost less accumulated depreciation or estimated net realizable value.
Carrying costs through the expected disposal dates of such assets are
accrued at the time expected losses are recognized or, in the case of
assets to be sold at a gain, charged to expense as incurred.  

GOODWILL 

  Goodwill, which represents the excess of acquisition cost over the net
assets acquired in business combinations, is amortized on the straight-line
method over periods ranging from 25 to 40 years and is included in other
noncurrent assets in the Consolidated Balance Sheet. Amortization charged
to earnings amounted to $1.5 million and $.4 million in 1995 and 1994,
respectively. The amount for 1993 was not significant.  

RETIREMENT BENEFIT PLANS 

  The company maintains various defined contribution and defined benefit
pension plans covering substantially all U.S. employees and certain
non-U.S. employees. For defined benefit plans, pension benefits are based
primarily on length of service and compensation. The company's policy is to
fund the plans in accordance with applicable laws and regulations.  

INCOME TAXES 

  The company provides deferred income taxes for cumulative temporary
differences between the financial reporting basis and income tax basis of
its assets and liabilities. Provisions are made for all currently payable
federal and state and local income taxes at applicable tax rates.
Provisions are also made for any additional taxes on anticipated
distributions from subsidiaries.  

EARNINGS PER SHARE 

  Earnings per common share are based on the weighted-average number of
common shares and common share equivalents outstanding.  

RECENTLY ISSUED PRONOUNCEMENTS 

  Statement of Financial Accounting Standards No. 121, "Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of," requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that their carrying values may not be recoverable.
The adoption of this standard in 1996 is not expected to have a significant
effect on the company's financial condition or results of operations.   

  Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," requires the company to either adopt the fair
value method of accounting for stock options in its financial statements or
to retain its existing method and disclose the pro forma effects of using
the fair value method beginning in 1996.  The company intends to retain its
existing method of accounting for stock options and to include pro forma
disclosures in the notes to its consolidated financial statements.
Accordingly, the standard will have no effect on the company's financial
condition or results of operations.  

CUMULATIVE EFFECT OF CHANGES IN METHODS OF ACCOUNTING 

  Effective January 3, 1993, the company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." This standard
requires the use of the liability method, under which deferred income tax
assets and liabilities related to cumulative differences between an
entity's financial reporting and tax basis balance sheets are recognized
using expected future tax rates. 

  The company's U.S. operations also adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," effective January 3, 1993. This standard
requires that the expected cost of postretirement benefits other than
pensions, such as health care benefits, that are provided to retirees be
recognized on the accrual method during the years that employees render
service.    The company recorded the cumulative effect (to January 2, 1993)
of adopting these standards as a charge to earnings in the first quarter of
1993, as follows:  

CUMULATIVE EFFECT OF CHANGES IN METHODS OF ACCOUNTING 

(In millions, except per share amounts)               1993   
                                          -----------------------------
                                           Charge to         Per Common 
                                           Earnings            Share  
                                          ----------         ----------

Income taxes . . . . . . . . . . . . . . .   $  (4.2)           $  (.13) 
Retiree health care benefits 
  (with no current tax effect) . . . . . .     (47.9)             (1.48) 
                                             -------            -------
                                             $ (52.1)           $ (1.61)
                                             =======            =======  

      The standard for accounting for income taxes imposes significant
limitations on the recognition and valuation of deferred tax assets related
to future tax deductions previously recognized for financial reporting
purposes and to net operating loss carryforwards. Because of these
limitations, and because the company entered 1993 with a U.S. net operating
loss carryforward of approximately $36 million, no income tax benefit could
be recognized on a net basis for the cumulative effect of adopting the
accounting rules for postretirement health care benefits.  

DISPOSITION OF BUSINESSES 

      In December, 1995, the company completed the sale of its Electronic
Systems Division (ESD) for approximately $105 million in cash (subject to
post-closing adjustments) and recorded a fourth quarter pretax gain of
$66.0 million ($52.4 million after tax). The company also entered into a
seven year supply contract with the purchaser for electronic controls used
on the company's machine tools and plastics machinery. The decision to sell
ESD was made to redeploy assets to more strategic businesses. ESD's 1995
sales to unaffiliated customers were approximately $30 million. 

      In January, 1995, the company completed the sale of  its American Mine
Tool business for $15.0 million resulting in a pretax gain of $5.0 million
($4.0 million after tax). The sale did not have a significant effect on the
company's ongoing sales or operating earnings. 

      In 1993, the company announced its decision to sell its Sano business.
Accordingly, the company recorded charges totaling $22.8 million (with no
current tax effect) to adjust its investment in Sano to net realizable
value. The decision to sell Sano was due in part to its continuing
operating losses. In addition, the Sano business did not serve a major
global market with good long-term growth and profit potential and, as a
result, did not meet the company's criteria for a core business. The
company completed the sale early in 1994.  

INTEGRATION CHARGE 

      In the second quarter of 1995, the company recorded a pretax charge of
$9.8 million ($7.8 million after tax) to eliminate or downsize certain
operations of Valenite in connection with the acquisition of Widia earlier
in the year. The charge was recorded as a result of a plan formally
approved by management in May, 1995, and later revised in December, 1995,
which also involves the integration of certain Widia operations with
Valenite. The total cost of the plan will be $28.1 million (approximately 
$21.0 million in cash). That portion of the overall plan that relates
directly to Widia has been recorded through purchase accounting adjustments
totaling $18.3 million.  As it relates to Valenite, the plan involves the
closure of one manufacturing plant, the downsizing of another and the
consolidation of numerous sales, customer service and warehousing
operations in Europe and Japan. The $9.8 million charge includes reserves
for the cash costs of the integration of $7.0 million, including $5.8
million for severance and other termination benefits related to
approximately eighty production and sales personnel and $1.2 million for
facility exit costs. The charge also includes $2.8 million to adjust the
basis of various assets to net realizable value. Charges against the $7.0
million reserve for severance and other cash costs totaled $4.6 million in
1995. The total cash cost of the $28.1 million plan will be approximately
$21.0 million and is being funded by operations and bank borrowings. As a
result of the actions that are included in the integration plan, the
company expects to achieve annual cost reductions of approximately $19
million, a portion of which has already been realized in 1995. A majority
of the expected cost reductions will be fully realized in 1996.  

CONSOLIDATION CHARGE 

      In December, 1993, management adopted a plan to reduce machine tool
manufacturing capacity by consolidating U.S. machine tool manufacturing
into facilities in Cincinnati and, accordingly, recorded a charge of $47.1
million (with no current tax effect). Production at the company's two
machine tool facilities in Fountain Inn and Greenwood, South Carolina was
phased out during 1994 and the plants were closed by year-end 1994. The
consolidation addressed excess manufacturing capacity created by two
factors:  the companys successful Wolfpack program, which significantly
reduced the hours and floorspace required to manufacture and assemble
machine tool products, and the unusually steep recession in the aerospace
industry, which had dramatically lowered demand for the company's advanced
machine tool systems. 

      Major components of the charge are reflected in the following table.  

CONSOLIDATION CHARGE 

(In millions)                                            1993 
                                                        -----

Severance and other fringe benefits. . . . . . . . .    $ 9.1 
Costs to relocate key employees and production . . .     10.0 
Write-downs of inventory of discontinued products  .      6.1 
Loss on disposal of plant and equipment. . . . . . .      4.9 
Accrual for operating losses through plant  
 closing dates . . . . . . . . . . . . . . . . . . .     13.6 
Other. . . . . . . . . . . . . . . . . . . . . . . .      3.4 
                                                        -----
                                                        $47.1
                                                        ===== 

  The entire remaining reserve balance at year-end 1994 of $2.6 million was
fully utilized in 1995. 

  Completion of the consolidation was originally expected to result in a
net employee reduction of 235 in U.S. machine tool operations. However,
increased customer demand for machine tool products, including the products
being transferred from South Carolina, resulted in a net employee reduction
of 150. In addition, the favorable job market in South Carolina resulted in
an unexpectedly high early attrition rate at the facilities to be closed.
As a result of these factors, the cost for severance and other fringe
benefits was approximately $6 million less than the original estimate
reflected above. Simultaneously, the higher than expected number of
voluntary terminations slowed the phase out of production in South
Carolina, and as a result, operating losses through the closure date of the
two plants were approximately $2 million higher than originally expected.
The net $4 million reduction in the cost of the consolidation was utilized
to absorb incremental costs arising from the 1990 and 1991 machine tool
restructurings, including lower estimated net proceeds from the sale of the
Heald facility, the closure of certain overseas sales offices and the
restructuring of domestic machine tool operations.  

ACQUISITIONS 

  On February 1, 1993, the company completed the acquisition of GTE
Valenite Corporation (Valenite) for $66 million in cash and $11 million of
assumed debt. Valenite is a leading producer of consumable industrial
metalcutting products. The acquisition was financed principally through the
sale of $50 million of accounts receivable and borrowings under the
company's committed revolving credit facility. 

  On November 8, 1993, the company completed the acquisition of Ferromatik,
the plastics injection molding machine business of Kloeckner-Werke AG, for
DM 74.8 million (approximately $44 million) in cash and DM 10.6 million
(approximately $6 million) of assumed debt. The acquisition was financed
primarily through borrowings under the company's existing lines of credit.
Ferromatik, which is headquartered in Germany, is one of the world's
leading producers of injection molding machines. 

  On February 1, 1995, the company completed the acquisition of Krupp Widia
GmbH (Widia) for DM 120.8 million in cash (approximately $79 million),
which included DM 7.1 million (approximately $4 million) for the settlement
of all intercompany liabilities to the seller as of the closing date, and
$13 million of assumed debt.  Headquartered in Germany, Widia is one of the
world's leading producers of industrial metalcutting products.  The company
financed the acquisition by borrowing German marks under its revolving
credit facility. 

  On July 20, 1995, the company completed the acquisition of Talbot
Holdings, Ltd. (Talbot) for approximately $33 million in cash and $5
million of assumed debt. Talbot is a major supplier of round high-speed
steel and carbide metalcutting tools. The transaction was financed through
available cash and existing credit lines. 

  All of the acquisitions discussed above were accounted for under the
purchase method. The aggregate cost of the acquisitions, including
professional fees and other costs related thereto, was approximately $111.8
million in 1995 and $115.5 million in 1993. The following table presents
the allocation of the aggregate acquisition cost to the assets acquired and
liabilities assumed. Goodwill, which is included in other noncurrent
assets, totaled $51.4 million and $15.6 million for the 1995 and 1993
acquisitions, respectively. 

ALLOCATION OF ACQUISITION COST 

(In millions)                                             1995       1993 
                                                        ------     ------

Cash and cash equivalents. . . . . . . . . . . . . .    $  3.1     $  1.1 
Accounts receivable. . . . . . . . . . . . . . . . .      51.7       54.6 
Inventories. . . . . . . . . . . . . . . . . . . . .      69.3       74.2 
Other current assets . . . . . . . . . . . . . . . .       1.3       19.5 
Property, plant and equipment. . . . . . . . . . . .      61.1       91.1 
Other noncurrent assets. . . . . . . . . . . . . . .      65.7       28.6 
                                                        ------     ------
 Total assets. . . . . . . . . . . . . . . . . . . .     252.2      269.1
                                                        ------     ------ 
Amounts payable to banks and 
 long-term debt due within one year. . . . . . . . .       9.3       13.1 
Other current liabilities. . . . . . . . . . . . . .      71.2      103.7 
Long-term accrued liabilities. . . . . . . . . . . .      50.5       31.6 
Long-term debt and lease obligations . . . . . . . .       9.4        5.2
                                                        ------     ------ 
 Total liabilities . . . . . . . . . . . . . . . . .     140.4      153.6
                                                        ------     ------ 
Total acquisition cost . . . . . . . . . . . . . . .    $111.8     $115.5
                                                        ======     ======  

  In the 1993 allocation, other current liabilities includes a reserve of
$44.0 million for the restructuring of Valenite for future profitability.
The restructuring plan included the consolidation of production through the
closing of eleven production facilities, the downsizing of two production
facilities and a net employee reduction in excess of 500. The total cost of
the restructuring, to the extent reflected in the allocation of acquisition
cost, was  $53.7 million ($25.8 million in cash) and included amounts for
severance, relocation and losses on the sale of surplus inventory,
machinery and equipment and production facilities. Additional costs in 1993
and 1994 related to the overall restructuring plan that were not reserved
for in the allocation of acquisition cost totaled $11.4 million, of which
$7.9 million was recorded as capital expenditures with the remaining $3.5
million being charged to expense as incurred. The restructuring, which
began March 2, 1993, was completed in 1994. 

  Other current liabilities for 1993 also includes a reserve of $6.5
million for the restructuring of Ferromatik.  Due to general economic
conditions in Europe, the operations of Ferromatik's manufacturing plant
were restructured during 1992 and 1993 to improve efficiency and reduce
personnel levels. Subsequent to the acquisition, additional restructuring
actions, including further personnel reductions, were undertaken for the
purpose of improving Ferromatik's future profitability. These actions,
which complemented the actions taken prior to the acquisition, were
substantially completed during 1994. 

  In the 1995 allocation, other current liabilities includes a reserve of
$16.9 million for the further restructuring of Widia and its integration
with Valenite. Certain of Widias worldwide operations, including its
principal plant in Essen, Germany, had already been restructured by the
seller during 1993 and 1994. Prior to the acquisition, the companys
management began to develop a plan for the integration of certain
operations of Widia and Valenite and for additional restructuring actions
to further improve Widia's profitability. In May, 1995, the companys
management formally approved this integration plan at an expected total
cost of $17.1 million. The portion directly related to Valenite was
recorded as a $9.8 million pretax charge to earnings in the second quarter
of 1995. 

  Immediately following the approval of the original plan, the management
of Widia began to develop a plan to further reduce personnel levels at its
plant and corporate headquarters in Essen. This revision of the original
plan was formally approved by the managements of the company and Widia
early in December, 1995. As a result, the total cost of the integration
plan is now expected to be $28.1 million. As it relates to Widia, the
revised plan involves the closure of one manufacturing plant, the reduction
of employment levels at the Essen plant and headquarters, and the
consolidation of numerous sales, customer service and warehouse operations
in Europe and Asia for $18.3 million, including write downs of certain
assets to net realizable value totaling $1.4 million. The $16.9 million
reserve that is included in other current liabilities includes $14.6
million for severance and other termination benefits related to the
expected elimination of approximately 290 production, sales and
administrative personnel and $2.3 million for facility exit costs. 

  At year-end 1995, the balance of the $16.9 million reserve was $13.7
million, which includes $12.0 million for severance and other termination
benefits that are expected to be paid to approximately 180 employees during
1996, and $1.7 million for additional cash costs related to the integration
plan. 

  Unaudited pro forma sales and earnings information for 1995 and 1994
prepared under the assumption that the acquisitions of Widia and Talbot had
been completed at the beginning of those years is as follows:  

PRO FORMA INFORMATION 

<TABLE>
<CAPTION>
(In millions, except per-share amounts)                     1995            1994 
                                                        --------        --------
<S>                                                     <C>             <C>
Sales. . . . . . . . . . . . . . . . . . . . . . . .    $1,694.5        $1,457.4 
                                                        ========        ========
Net earnings . . . . . . . . . . . . . . . . . . . .    $  105.7        $   31.8
                                                        ========        ======== 
Earnings per common share. . . . . . . . . . . . . .    $   3.05        $    .93
                                                        ========        ========  
</TABLE>



  Based on a comprehensive analysis, the company estimates that the annual
cost savings in relation to Widia's historical 1994 operations that have
resulted from the restructuring actions completed in 1994 and early 1995
prior to the acquisition is approximately $3 million. The additional
actions described above that are being completed subsequent to the
acquisition in connection with the company's $28.1 million integration plan
are expected to generate additional annual savings of approximately $13
million. These amounts are based principally on the savings that will be
realized from the reductions in Widia's employment levels that occurred
during 1995 and that will occur in 1996. 

  The pro forma net earnings amount for 1994 reflected above includes $9.0
million of estimated cost savings from the actions completed or
substantially completed through year-end 1995. In addition, restructuring
charges of $6.8 million that were incurred by Widia prior to the
acquisition have been eliminated. 

  The pro forma net earnings amount for 1995 reflected above does not
include adjustments for cost savings because many of the restructuring
actions were taken early in 1995 and, accordingly, a majority of the
savings are already included in historical results. No adjustment has been
made in either year for approximately $7 million of incremental savings
that are expected to result from the additional actions to be completed in
1996 because they cannot be precisely quantified at this time. In addition,
no adjustment has been made for approximately $6 million of annual cost
savings that are expected to result from the $9.8 million integration
charge for Valenite.  


RESEARCH AND DEVELOPMENT 

  Charges to operations for research and development activities are
summarized below. The amounts include expenses related to the company's
Wolfpack product development and process improvement program.   

RESEARCH AND DEVELOPMENT 

(In millions)                        1995        1994        1993 
                                    -----       -----       -----
Research and development . . . .    $57.8       $46.8       $41.9  
                                    =====       =====       =====

RETIREMENT BENEFIT PLANS 

  Pension costs for all defined benefit plans are summarized in the
following table. For all years presented, the table includes amounts for
plans for certain U.S. and United Kingdom (U.K.) employees. The 1995 column
also includes amounts for two plans for certain employees in Germany. These
amounts are included as a result of acquisitions.  

PENSION COST (INCOME) 

(In millions)                         1995        1994        1993 
                                    ------      ------      ------
Service cost (benefits earned  
 during the period). . . . . . .    $  7.6      $  7.6      $  6.3 
Interest cost on projected 
 benefit obligation. . . . . . .      37.0        32.2        31.5 
Actual (return) loss on  
 plan assets . . . . . . . . . .     (87.9)        4.8       (54.8) 
Net amortization and deferral. .      46.3       (47.0)       14.3
                                    ------      ------      ------ 
Pension cost (income). . . . . .    $  3.0      $ (2.4)     $ (2.7)
                                    ======      ======      ======  

  The following table sets forth the funded status of the defined benefit
pension plans that cover certain U.S. and U.K. employees.  

FUNDED STATUS AT YEAR-END 

(In millions)                                      1995        1994 
                                                -------     -------
Vested benefit obligation. . . . . . . . . .    $(373.7)    $(316.6) 
                                                =======     =======
Accumulated benefit obligation . . . . . . .    $(392.0)    $(331.9)
                                                =======     ======= 
Projected benefit obligation . . . . . . . .    $(462.4)    $(383.7)
Plan assets at fair value. . . . . . . . . .      429.3       366.1 
                                                -------     -------
Projected benefit obligation in 
 excess of plan assets . . . . . . . . . . .      (33.1)      (17.6) 
Unrecognized net loss. . . . . . . . . . . .       55.5        41.6 
Unrecognized net transition asset. . . . . .      (19.2)      (24.8)
                                                -------     ------- 
Prepaid (accrued) pension cost . . . . . . .    $   3.2     $   (.8)
                                                =======     =======  

  The plans' assets consist principally of stocks, debt securities and
mutual funds. The U.S. plan also includes common shares of the company with
a market value of $19.8 million in 1995 and $14.9 million in 1994.
Contributions of $3.4 million and $.1 million were made to the U.S. plan in
1995 and 1994, respectively. Because of the funded status of the U.K. plan,
no contributions were required in the three year period ended December 30,
1995. At year-end 1995, the U.S. plan's assets exceeded the accumulated
benefit obligation by $14.5 million, although the projected benefit
obligation exceeded the related assets by $49.8 million. 

  The following table sets forth the status of the company's defined
benefit pension plans for certain employees in Germany. Consistent with
customary practice in Germany, these plans have not been funded. Benefit
payments are funded from current operations. 

STATUS AT YEAR-END 

(In millions)                                    1995 
                                              -------
Vested benefit obligation. . . . . . . . . .  $ (36.3)
                                              ======= 
Accumulated benefit obligation . . . . . . .  $ (39.2)
                                              ======= 
Projected benefit obligation . . . . . . . .  $ (43.2) 
Unrecognized net gain. . . . . . . . . . . .     (1.0)
                                              ------- 
Accrued pension cost . . . . . . . . . . . .  $ (44.2)
                                              =======  

  The following table presents the weighted average actuarial assumptions
used for all defined benefit plans in 1995, 1994 and 1993.  

ACTUARIAL ASSUMPTIONS 
                                                1995        1994       1993 
                                                ----        ----       ----

Discount rate. . . . . . . . . . . . . . . .    7.5%        9.0%        7.6% 
Expected long-term rate  
 of return on plan assets. . . . . . . . . .    9.6%        9.6%        9.6% 
Rate of increase in future  
 compensation levels . . . . . . . . . . . .    4.3%        5.1%        4.7%  
                                                ====        ====        ====

  The company also sponsors certain defined contribution and 401(k) plans.
Participation in these plans is available to certain U.S. employees. Costs
for these plans were $6.4 million and $5.7 million in 1995 and 1994,
respectively, and were not significant in 1993. 

  In addition to pension benefits, the company also provides varying levels
of postretirement health care benefits to most U.S. employees who retire
from active service after having attained age 55 and ten years of service.
The plan is contributory in nature. For employees retiring prior to 1980,
such contributions are based on varying percentages of the current
per-contract cost of benefits, with the company funding any excess over
these amounts. For employees retiring after 1979, the dollar amount of the
company's current and future contributions is frozen based on specified
percentages of the 1993 per-contract cost. 

  The following table presents the components of the company's liability
for future retiree health care benefits.  

ACCRUED POSTRETIREMENT HEALTH CARE BENEFITS 

(In millions)                                     1995        1994 
                                                ------      ------

Accumulated postretirement benefit obligation 
 Retirees. . . . . . . . . . . . . . . . . .    $(31.5)     $(35.2) 
 Fully-eligible active participants. . . . .      (5.4)       (5.4) 
 Other active participants . . . . . . . . .      (7.4)       (7.5) 
                                                ------      ------
                                                 (44.3)      (48.1) 
Unrecognized net (gain) loss . . . . . . . .       (.1)        2.6
                                                ------      ------ 
Accrued postretirement health care benefits.    $(44.4)     $(45.5)
                                                ======      ====== 

  In the Consolidated Balance Sheet, accrued and other current liabilities
includes $1.4 million of the total liability for postretirement health care
benefits at year-end 1995 and $1.5 million at year-end 1994.  

POSTRETIREMENT HEALTH CARE COST 

(In millions)                                    1995       1994        1993 
                                                 ----       ----        ---
-
Service cost (benefits earned  
 during the period). . . . . . . . . . . . .     $ .3       $ .5        $.3 
Interest cost on accumulated 
 postretirement benefit  
 obligation. . . . . . . . . . . . . . . . .      3.9        4.0        4.2 
Net amortization and deferral. . . . . . . .      -           .3         - 
                                                 ----       ----        ----
Postretirement health care cost. . . . . . .     $4.2       $4.8        $4.5  
                                                 ====       ====        ====

  The discount rates used in calculating the accumulated postretirement
benefit obligation were 71/2% for 1995 and 81/2% for 1994. For 1996, the
assumed rate of increase in health care costs used to calculate the
accumulated postretirement benefit obligation is 9.4%. This rate is assumed
to decrease to varying degrees annually to 5.0% for years 2005 and
thereafter. Because the dollar amount of the company's contributions for
most employees is frozen, a one percent change in each year in relation to
the above assumptions would not significantly change the accumulated
postretirement benefit obligation or the total cost of the plan.   

INCOME TAXES 
  Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
The significant components of the company's deferred tax assets and
liabilities as of year-end 1995 and 1994 are as follows:  

COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES 

(In millions)                                      1995       1994 
                                                -------     ------

Deferred tax assets 
 Net operating loss and tax credit 
  carryforwards. . . . . . . . . . . . . . .    $  62.8     $ 56.8 
 Accrued postretirement health 
  care benefits. . . . . . . . . . . . . . .       15.3       15.4 
 Inventories, principally due to 
  obsolescence reserves and additional 
  costs inventoried for tax purposes . . . .        9.5        7.1 
 Accrued employee benefits other 
  than pensions and retiree 
  health care benefits . . . . . . . . . . .        9.4        5.2 
 Accrued pension costs . . . . . . . . . . .        5.8        4.6 
 Accrued warranty costs. . . . . . . . . . .        3.8        3.2 
 Accrued taxes . . . . . . . . . . . . . . .        3.1        2.7 
 Accounts receivable, principally 
  due to allowances for doubtful 
  accounts . . . . . . . . . . . . . . . . .        2.2        1.8 
 Accrued liabilities and other . . . . . . .       19.9       16.5 
                                                -------     ------
  Total deferred tax assets  . . . . . . . .      131.8      113.3 
  Less valuation allowance . . . . . . . . .      (66.1)     (85.7)
                                                -------     ------ 
   Net deferred tax assets . . . . . . . . .    $  65.7     $ 27.6
                                                =======     ====== 

Deferred tax liabilities 
 Property, plant and equipment,  
  principally due to differences in  
  depreciation methods . . . . . . . . . . .    $  27.4     $ 18.5 
 Accounts receivable and inventories . . . .        5.2        1.1 
 Pension assets. . . . . . . . . . . . . . .        3.7        3.5 
 Undistributed earnings of non-U.S.  
  subsidiaries . . . . . . . . . . . . . . .        1.0
 Other . . . . . . . . . . . . . . . . . . .        7.8        6.5
                                                -------     ------ 
  Total deferred tax liabilities . . . . . .    $  45.1     $ 29.6
                                                -------     ------ 
Net deferred tax asset (liability) . . . . .    $  20.6     $ (2.0)
                                                =======     ======  

  Summarized in the following tables are the company's earnings (loss)
before income taxes, extraordinary item and cumulative effect of changes in
methods of accounting, its provision for income taxes, the components of
the provision for deferred income taxes, and a reconciliation of the U.S.
statutory rate to the tax provision rate.  

EARNINGS (LOSS) BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND CUMULATIVE
EFFECT OF CHANGES IN METHODS OF ACCOUNTING 

<TABLE>
<CAPTION>
(In millions)                                     1995       1994         1993 
                                                ------      -----       ------
<S>                                             <C>         <C>         <C>
United States. . . . . . . . . . . . . . . .    $ 87.8      $32.7       $(41.5) 
Non-U.S. . . . . . . . . . . . . . . . . . .      46.5       16.2          4.3 
                                                ------      -----       ------
                                                $134.3      $48.9       $(37.2)
                                                ======      =====       ======  

PROVISION FOR INCOME TAXES 

(In millions)                                     1995       1994        1993 
                                                ------      -----       -----
Current provision 
 United States . . . . . . . . . . . . . . .    $ 32.6      $ 4.1       $ -  
 State and local . . . . . . . . . . . . . .       8.9        3.4         2.4 
 Non-U.S.. . . . . . . . . . . . . . . . . .      12.5        3.2         4.3 
                                                ------      -----       -----
                                                  54.0       10.7         6.7 
                                                ------      -----       -----
Deferred provision 
 United States . . . . . . . . . . . . . . .     (23.0)       -           -
 Non-U.S.. . . . . . . . . . . . . . . . . .      (2.3)        .5         1.5
                                                ------      -----       ----- 
                                                 (25.3)        .5         1.5
                                                ------      -----       ----- 
                                                $ 28.7      $11.2       $ 8.2  
                                                ======      =====       =====
</TABLE>


COMPONENTS OF THE PROVISION FOR DEFERRED INCOME TAXES 

<TABLE>
<CAPTION>
(In millions)                                      1995       1994        1993 
                                                -------     ------      ------

<S>                                             <C>         <C>         <C>             
Tax effects of consolidation, 
 restructuring and other reserves. . . . . .    $   1.6     $ 32.8      $ (9.2) 
Change in deferred revenue . . . . . . . . .        (.1)       (.2)      (16.3) 
Depreciation . . . . . . . . . . . . . . . .        8.9       (7.6)        1.3 
Change in valuation allowance. . . . . . . .      (19.6)     (10.0)       25.5 
Change in deferred taxes related to  
 operating loss carryforwards. . . . . . . .       (6.0)     (16.0)       (1.3) 
Accrued pension and other  
 employee costs. . . . . . . . . . . . . . .       (5.3)      (1.5)         .6 
Other. . . . . . . . . . . . . . . . . . . .       (4.8)       3.0          .9 
                                                -------     ------      ------
                                                $ (25.3)    $   .5      $  1.5
                                                =======     ======      ======  
</TABLE>

RECONCILIATION OF THE U.S. STATUTORY RATE TO THE TAX PROVISION RATE 

<TABLE>
<CAPTION>
(In percent)                                     1995        1994        1993
                                                -----       -----       ----- 
<S>                                              <C>         <C>        <C>
U.S. statutory tax rate. . . . . . . . . . .     35.0%       35.0%      (35.0)% 
Increase (decrease) resulting from 
 Losses without current tax  
  benefits . . . . . . . . . . . . . . . . .      3.0         5.6        56.1 
 Tax benefits from net reversal 
  of U.S. temporary differences. . . . . . .    (15.8)      (15.1)        -
 Effect of operations outside  
  the U.S. . . . . . . . . . . . . . . . . .     (7.3)       (9.5)       (5.5) 
 State and local taxes, net of  
  federal benefit. . . . . . . . . . . . . .      6.6         7.0         6.5 
 Other . . . . . . . . . . . . . . . . . . .      (.1)        (.1)        (.1) 
                                                -----       -----       -----
                                                 21.4%       22.9%       22.0%
                                                =====       =====       =====  

</TABLE>

  At year-end 1995, certain of the company's non-U.S. subsidiaries had net
operating loss carryforwards aggregating approximately $144 million,
substantially all of which have no expiration dates. The U.S. net operating
loss carryforward at year-end 1994 was fully utilized in 1995. 

  Undistributed earnings of foreign subsidiaries which are intended to be
indefinitely reinvested aggregated $72 million at the end of 1995. 

  Income taxes of $21.0 million, $10.4 million and $16.1 million were paid
in 1995, 1994 and 1993, respectively. 

RECEIVABLES 

  The acquisition of Valenite was financed in part through the sale of
$50.0 million of the company's U.S. accounts receivable. The sale
transaction occurred under a three year receivables purchase agreement with
an independent issuer of receivables-backed commercial paper, pursuant to
which the company agreed to sell on an ongoing basis and without recourse,
an undivided percentage ownership interest in designated pools of accounts
receivable. To maintain the balance in the designated pools of accounts
receivable sold, the company is obligated to sell undivided percentage
interests in new receivables as existing receivables are collected. 

  In 1994, the agreement was amended to provide for the sale of up to $65.0
million of interests in accounts receivable through January, 1996. The
agreement was further amended in March, 1995, to increase the amount to
$75.0 million. At December 30, 1995, and December 31, 1994, the undivided
interest in the company's gross accounts receivable that had been sold
aggregated $69.0 million and $65.0 million, respectively. Increases in the
amount sold are reported as providing operating cash flow in the
Consolidated Statement of Cash Flows. Costs related to the sales are
included in other costs and expenses - net in the Consolidated Statement of
Earnings. 

  In January, 1996, the original agreement expired and the company entered
into a similar agreement with a different purchaser that permits the sale
of up to $75.0 million of undivided interests in accounts receivable
through January, 1999.  

INVENTORIES

  Inventories amounting to $130.6 million for 1995 and $136.1 million for
1994 are stated at LIFO cost. If stated at FIFO cost, such inventories
would be greater by approximately $69.5 million in 1995 and $59.5 million
in 1994. 

  As presented in the Consolidated Balance Sheet, inventories are net of
reserves for obsolescence of $53.5 million and $38.6 million in 1995 and
1994, respectively.  

PROPERTY, PLANT AND EQUIPMENT 

  The components of property, plant and equipment are shown in the
following table.  


PROPERTY, PLANT AND EQUIPMENT - NET 

(In millions)                                     1995        1994 
                                                ------      ------

Land . . . . . . . . . . . . . . . . . . . .    $  8.8      $  8.1 
Buildings. . . . . . . . . . . . . . . . . .     165.2       139.4 
Machinery and equipment. . . . . . . . . . .     353.0       301.8 
                                                ------      ------
                                                 527.0       449.3
 
Less accumulated amortization and 
 allowances for depreciation . . . . . . . .     261.5       250.5 
                                                ------      ------
                                                $265.5      $198.8
                                                ======      ====== 

OTHER ASSETS 

  At year-end 1995 and 1994, other current assets includes $2.0 million and
$2.8 million, respectively, representing the carrying value of certain idle
production facilities that are expected to be sold within one year. The
$7.5 million net book value of the American Mine Tool business that was
sold in January, 1995, is also included in other current assets at year-end
1994. 

  Other noncurrent assets includes goodwill of $73.6 million at year-end
1995 and $19.8 million at year-end 1994. Other noncurrent assets also
includes the carrying value of certain assets held for sale, including idle
production facilities, totaling $4.0 million at year-end 1995, and $5.9
million at year-end 1994.  

LIABILITIES 

  The components of accrued and other current liabilities and long-term
accrued liabilities are shown in the following tables.  

ACCRUED AND OTHER CURRENT LIABILITIES 

(In millions)                                     1995        1994 
                                                ------      ------

Accrued salaries, wages and 
 other compensation. . . . . . . . . . . . .    $ 37.8      $ 29.9 
Restructuring and integration reserves . . .      18.3         3.1 
Accrued and deferred income taxes. . . . . .      33.5        21.5 
Other accrued expenses . . . . . . . . . . .     123.8        86.1 
                                                ------      ------
                                                $213.4      $140.6
                                                ======      ======  


LONG-TERM ACCRUED LIABILITIES 

(In millions)                                     1995        1994 
                                                ------      ------
Accrued pension and other compensation . . .    $ 65.3      $ 27.3 
Accrued postretirement health 
  care benefits. . . . . . . . . . . . . . .      43.0        44.0 
Accrued and deferred income taxes. . . . . .      52.8        25.8 
Minority shareholders' interests . . . . . .       8.7         -
Other. . . . . . . . . . . . . . . . . . . .      34.8        26.4 
                                                ------      ------
                                                $204.6      $123.5
                                                ======      ======   


LONG-TERM DEBT AND LEASE OBLIGATIONS 

  Long-term debt and lease obligations are shown in the following table.  





LONG-TERM DEBT AND LEASE OBLIGATIONS 

(In millions)                                      1995       1994 
                                                 ------     ------
                                            
Long-term debt 
 7 7/8 % Notes due 2000. . . . . . . . . . .     $100.0     $  - 
 8 3/8 % Notes due 2004. . . . . . . . . . .      115.0      115.0 
 12% Sinking Fund Debentures due 2010. . . .       10.8       10.8 
 Revolving credit facility . . . . . . . . .       87.1       10.0 
 Industrial Development Revenue 
  Bonds due 2008 . . . . . . . . . . . . . .        -         10.0 
 Other . . . . . . . . . . . . . . . . . . .       20.8        8.1 
                                                 ------     ------
                                                  333.7      153.9
                                                 ------     ------ 
Capital lease obligations 
 6 3/8 % Bonds due 1996 - 1997 . . . . . . .        1.8         2.6
 6 3/4 % Bonds due 2004. . . . . . . . . . .        -           7.6 
                                                 ------      ------
                                                    1.8        10.2
                                                 ------      ------ 
                                                  335.5       164.1 

Current maturities . . . . . . . . . . . . .       (3.3)      (21.1) 
                                                 ------      ------
                                                 $332.2      $143.0
                                                 ======      ======



  Except for the 7 7/8% Notes due 2000 and the 8 3/8% Notes due 2004, the
carrying amount of the company's long-term debt approximates fair value,
which is determined using discounted cash flow analysis based on the
company's incremental borrowing rate for similar types of financing
arrangements. The fair value of the 7 7/8% Notes due 2000 is $102.4 million
and the fair value of the 8 3/8% Notes due 2004 is $119.5 million. Such
amounts are  based on recent trade prices through registered securities
brokers. 

  In 1995, the company completed a public offering involving the placement
of $100.0 million of 7 7/8% Notes due 2000. The proceeds were used
principally to repay outstanding indebtedness. 

  The 12% Sinking Fund Debentures due 2010 have annual sinking fund
requirements commencing in 1996.  The 1996 requirement has been satisfied
through redemptions of these debentures in prior years. The debentures are
redeemable at any time at the company's option subject to possible premiums
and other restrictions. 

  During 1995, the Industrial Development Revenue Bonds due 2008 and the 6
3/4 % Bonds due 2004 were repaid due to the closure of the company's
machine tool facilities in South Carolina. 

  Certain of the above long-term debt obligations contain various
restrictions and financial covenants relating principally to additional
secured indebtedness. 

  At year-end 1995 and 1994, $87.1 million and $10.0 million, respectively,
of borrowings under the company's revolving credit facility are included in
long-term debt based on the expectation that such amounts will remain
outstanding for more than one year. 

  Interest paid was $27.7 million in 1995, $17.1 million in 1994 and $19.0
million in 1993. 

  Maturities of long-term debt for the five years after 1995 are: 
            1996:                 $  2.4 million 
            1997:                    4.0 million 
            1998:                   89.4 million 
            1999:                    3.1 million 
            2000:                 $101.7 million 

  The capitalized lease assets are included in property, plant and
equipment. Amortization of leased properties is included in depreciation
and interest on lease obligations is included in interest expense. 

  Future minimum payments for principal and interest on capitalized leases
are: 
            1996:                 $1.0 million 
            1997:                  1.0 million 

  The company also leases certain equipment under operating leases, some of
which include varying renewal and purchase options. Future minimum rental
payments applicable to noncancelable operating leases during the next five
years and in the aggregate thereafter are: 
            1996:                 $17.1 million 
            1997:                  13.6 million 
            1998:                   7.9 million 
            1999:                   6.0 million 
            2000:                   6.0 million 
  After     2000:                  15.4 million 

  Rent expense was $19.8 million, $17.4 million and $14.7 million in 1995,
1994 and 1993, respectively.  

LINES OF CREDIT 

  At year-end 1995, the company had lines of credit with various U.S. and
non-U.S. banks of approximately $370 million, including a $150 million
committed revolving credit facility. These credit facilities support
letters of credit and leases in addition to providing borrowings under
varying terms. In May, 1995, the term of the revolving credit facility was
extended from July, 1996, to June, 1998, and, at the company's request, the
amount of credit available thereunder was reduced from $200 million to $150
million in order to reduce the amount of commitment fees payable by the
company. As amended, the facility required a facility fee of 1/2% per annum
on the total $150 million revolving loan commitment and imposed
restrictions on total indebtedness in relation to total capital. Based on
these restrictions, the companys additional borrowing capacity totaled
approximately $192 million at year-end 1995. In January, 1996, the facility
was further amended in connection with the acquisition of D-M-E (see
Subsequent Events). 

  The weighted average interest rate on short-term borrowings outstanding
as of year-end 1995 and 1994 was 6.5% and 7.3%, respectively.  

SHAREHOLDERS EQUITY 

  In 1993, the company completed the issuance of an additional 5.175
million common shares through a public offering, resulting in net proceeds
(after deducting issuance costs) of $100.6 million. The proceeds of the
offering were used to redeem $60.0 million of the company's 12% Sinking
Fund Debentures due 2010 and to repay borrowings under revolving lines of
credit and other bank debt. The redemption of the 12% Sinking Fund
Debentures due 2010 resulted in a pretax extraordinary loss on early
extinguishment of debt of $5.2 million ($4.4 million after tax) which
included a cash call premium of $4.7 million and the write-off of deferred
financing fees of $.5 million.  

SHAREHOLDERS EQUITY - PREFERRED AND COMMON SHARES 

(Dollars in millions, except per-share amounts)      1995      1994 
                                                   ------     -----

4% Cumulative Preferred shares authorized, 
 issued and outstanding, 60,000 shares at  
 $100 par value, redeemable at $105 a share. . .    $ 6.0     $ 6.0 
Common shares, $1 par value authorized  
 50,000,000 shares, issued and outstanding, 
 1995: 34,270,304 shares, 1994: 33,742,125 . . .     34.3      33.7  
                                                    =====     =====

  The company has authorized ten million serial preference shares with $1
par value. None of these shares has been issued. 

  Holders of company common stock have one vote per share until they have
held their shares for at least 36 consecutive months, after which they are
entitled to ten votes per share.  

CONTINGENCIES 

  The company is involved in remedial investigations and actions at various
locations, including former plant facilities, and EPA Superfund sites where
the company and other companies have been designated as potentially
responsible parties. The company accrues remediation costs when it is
probable that a liability has been incurred and the amount of the liability
can be reasonably estimated. Environmental costs have not been material in
the past. 

  Various lawsuits arising during the normal course of business are pending
against the company and its consolidated subsidiaries. 

  In the opinion of management, the ultimate liability, if any, resulting
from these matters will have no significant effect on the company's
consolidated financial position or results of operations.  

FORWARD EXCHANGE CONTRACTS 

  The company enters into forward exchange contracts to hedge foreign
currency commitments on an ongoing basis for periods commensurate with
known exposures. The purpose of this practice is to minimize the effect of
foreign currency exchange rate fluctuations on the company's operating
results. The company does not engage in speculation. 

  At December 30, 1995, the company had outstanding forward exchange
contracts totaling $31.5 million, which generally mature in periods of six
months or less. These contracts require the company and its subsidiaries to
exchange currencies at the maturity dates at exchange rates agreed upon at
inception.  

LONG-TERM INCENTIVE PLANS 

  The 1994 Long-Term Incentive Plan (1994 Plan) permits the company to
grant its common shares in the form of non-qualified stock options,
incentive stock options, restricted stock and performance awards. A summary
of amounts issued under the 1994 Plan and prior plans is presented in the
following table.  

STOCK OPTIONS AND RESTRICTED STOCK AWARDS 
                                                             Price 
                                             Shares          Range 
------------------------------------------------------------------
Outstanding at year-end 1992 . . . . .    2,590,915      $  9 - 29 
  Activity            - Granted. . . .      118,025        17 - 24 
  during 1993         - Exercised. . .     (854,918)        9 - 25 
                      - Canceled . . .     (136,947)       13 - 29 
------------------------------------------------------------------
Outstanding at year-end 1993 . . . . .    1,717,075         9 - 25 
  Activity            - Granted. . . .      481,547             23 
  during 1994         - Exercised. . .     (203,404)        9 - 25 
                      - Canceled . . .      (25,782)       16 - 25
------------------------------------------------------------------ 

Outstanding at year-end 1994 . . . . .    1,969,436         9 - 25 
  Activity            - Granted. . . .      601,477             21 
  during 1995         - Exercised. . .     (418,755)       13 - 25 
                      - Canceled . . .      (30,595)       18 - 25 
------------------------------------------------------------------
Outstanding at year-end 1995 . . . . .    2,121,563      $  9 - 25  
==================================================================


EXERCISABLE STOCK OPTIONS AT YEAR-END 

                                       Stock Options 
                                       -------------
1993 . . . . . . . . . . . . . . . .       1,474,262 
1994 . . . . . . . . . . . . . . . .       1,437,636 
1995 . . . . . . . . . . . . . . . .       1,054,663  



  The non-qualified stock options and incentive stock options are issued at
market value, become exercisable under varying terms and expire in ten
years. Shares of restricted stock are subject to three-year restrictions
against selling, encumbering or otherwise disposing of these shares.
Performance awards may be earned based on achievement of specified annual
earnings objectives. 

  The maximum number of shares that may be granted under the 1994 Plan is
2,000,000. Of that amount, 871,150 and 1,481,950 shares were available for
grant at year-end 1995 and 1994, respectively.  

ORGANIZATION 

  Cincinnati Milacron Inc. is a worldwide manufacturer of plastics
machinery, machine tools and industrial products for metalworking. The
company has operations in the United States and in other countries, which
are located principally in Western Europe. 

  The plastics machinery segment includes the production of injection
molding machines, systems for extrusion and blow molding and various other
specialty equipment. The market is driven by the consumer economy and the
automotive industries. The machine tools segment serves a broad range of
markets, including the automotive industry, job shops and the aerospace
industry. The industrial products segment serves a variety of metalworking
industries, including the automotive industry. It produces five basic types
of industrial products:  metalcutting tools, metalworking fluids, precision
grinding wheels, carbide wear parts and industrial magnets. The markets for
all three business segments are highly competitive and can be cyclical in
nature. 

  Financial data for the past three years for the company's business
segments are shown in the following tables. Increases in the amounts for
the plastics machinery segment are partially attributable to the
acquisition of Ferromatik on November 8, 1993, while the 1995 increases for
industrial products are partially attributable to the acquisitions of Widia
on February 1, 1995 and Talbot on July 20, 1995.  

SALES BY SEGMENT 

(In millions)                              1995         1994         1993 
                                       --------     --------     --------

Plastics machinery . . . . . . . . .   $  570.1     $  503.8     $  357.2 
Machine tools. . . . . . . . . . . .      409.0        338.5        355.0 
Industrial products. . . . . . . . .      670.2        354.8        317.2 
                                       --------     --------     --------
                                       $1,649.3     $1,197.1     $1,029.4
                                       ========     ========     ========  



OPERATING INFORMATION BY SEGMENT 

(In millions)                              1995         1994         1993 
                                       --------     --------     --------

Operating earnings (loss) (a) 
  Plastics machinery . . . . . . . .   $   54.3     $   45.9     $   29.2 
  Machine tools. . . . . . . . . . .        7.7          6.8          7.9 
  Industrial products. . . . . . . .       62.1         36.3         29.0 
  Disposition of businesses (b). . .       71.0          -          (22.8) 
  Integration and  
    consolidation charges (c). . . .       (9.8)         -          (47.1) 
  Corporate expenses . . . . . . . .      (15.7)       (18.0)       (15.8) 
  Other unallocated expenses (d) . .      (10.5)        (6.8)        (4.2) 
                                       --------     --------     --------
  Operating earnings (loss). . . . .      159.1         64.2        (23.8)
  Interest expense-net . . . . . . .      (24.8)       (15.3)       (13.4) 
                                       --------     --------     --------
  Earnings (loss) before income  
    taxes, extraordinary item and 
    cumulative effect of changes  
    in methods of accounting . . . .   $  134.3     $   48.9     $  (37.2)
                                       ========     ========     ========  

Identifiable assets 
  Plastics machinery . . . . . . . .   $  342.9     $  295.0     $  289.0 
  Machine tools. . . . . . . . . . .      238.1        270.8        243.1 
  Industrial products. . . . . . . .      478.6        195.0        174.4 
  Unallocated corporate 
    assets (e) . . . . . . . . . . .      137.5         26.8         23.1
                                       --------     --------     -------- 
  Total assets . . . . . . . . . . .   $1,197.1     $  787.6     $  729.6
                                       ========     ========     ======== 

Capital expenditures 
  Plastics machinery . . . . . . . .    $  16.6     $   13.8     $    4.2 
  Machine tools. . . . . . . . . . .        8.6         11.6          8.8 
  Industrial products. . . . . . . .       27.1         17.6         10.4
                                       --------     --------     -------- 
  Total capital expenditures . . . .   $   52.3     $   43.0     $   23.4
                                       ========     ========     ======== 

Depreciation and amortization 
  Plastics machinery . . . . . . . .   $   11.8     $    9.2     $    6.2 
  Machine tools. . . . . . . . . . .        7.4          7.2          9.4 
  Industrial products. . . . . . . .       24.4         12.2         10.5
                                       --------     --------     -------- 
  Total depreciation and  
  amortization . . . . . . . . . . .   $   43.6     $   28.6     $   26.1
                                       ========     ========     ========  



(a)  In 1995, the companys method of allocating corporate costs to its
     business segments was refined to exclude costs for certain services
     not directly assignable to the segments. This change results in
     additional costs being classified as corporate expenses. Amounts for
     1994 and 1993 have been restated to conform to the 1995 presentation. 

(b)  In 1995, $66.0 million relates to the machine tools segment and $5.0
     million relates to the industrial products segment. The 1993 amount
     relates to the plastics machinery segment. 

(c)  The 1995 amount relates to the industrial products segment and the
     1993 amount relates to the machine tools segment. 

(d)  Includes financing costs related to the sale of accounts receivable
     and  minority shareholders interests in earnings of subsidiaries. 

(e)  Includes cash and cash equivalents and the assets of the companys 
     insurance and utility subsidiaries.  


  The following table summarizes the company's U.S. and non-U.S.
operations. 

  Sales of U.S. operations include export sales of $166.9 million in 1995,
$142.0 million in 1994, and $118.7 million in 1993.  


  Total sales of the company's U.S. and non-U.S. operations to unaffiliated
customers outside the U.S. were  $784.2 million, $417.6 million, and $298.4
million in 1995, 1994 and 1993, respectively.  

U.S. AND NON-U.S. OPERATIONS 

<TABLE>
<CAPTION>
(In millions)                                     1995        1994        1993 
                                                ------      ------      ------
<S>                                             <C>         <C>         <C>
U.S. operations 
  Sales. . . . . . . . . . . . . . . . . . .    $938.3      $873.9      $831.9 
  Operating earnings  (a). . . . . . . . . .      71.8        67.9        58.1 
  Disposition of businesses. . . . . . . . .      62.1         -         (22.8) 
  Integration and  
  consolidation charges. . . . . . . . . . .      (2.9)        -         (47.1) 
  Identifiable assets. . . . . . . . . . . .     507.5       471.4       420.6 
  Capital expenditures . . . . . . . . . . .      31.4        33.2        21.3 
  Depreciation  and amortization . . . . . .      21.6        19.2        19.1 

Non-U.S. operations 
  Sales. . . . . . . . . . . . . . . . . . .     711.0       323.2       197.5 
  Operating earnings  (a). . . . . . . . . .      52.3        21.1         8.0 
  Disposition of businesses. . . . . . . . .       8.9         -           -
  Integration charge . . . . . . . . . . . .      (6.9)        -           -
  Identifiable assets. . . . . . . . . . . .     552.1       289.4       285.9 
  Capital expenditures . . . . . . . . . . .      20.9         9.8         2.1 
  Depreciation  and amortization . . . . . .      22.0         9.4         7.0  
------------------------------------------------------------------------------
</TABLE>

(a)  In 1995, the company's method of allocating corporate costs to
     its U.S. operations was refined to exclude certain costs not
     directly assignable to U.S. operations. This change results in
     additional costs being classified as corporate expenses. Amounts
     for 1994 and 1993 have been restated to conform to the 1995
     presentation. In addition, 1994 amounts have been restated to
     exclude the effects of the forgiveness of certain intercompany
     obligations. 

SUBSEQUENT EVENTS 
  
  In January, 1996, the company executed an agreement to purchase the
assets of The Fairchild Corporation's D-M-E business for approximately $245
million. With annual sales of approximately $175 million, D-M-E is the
largest U.S. producer of mold bases, standard components and supplies for
the plastics injection mold-making industry. The acquisition, which will be
accounted for under the purchase method, was financed initially through the
execution of promissory notes to the seller of $183 million and cash of $62
million. One promissory note of $12 million was subsequently paid. The
other notes mature on January 26, 1997, but are subject to prepayment at
the option of either the buyer or the seller at any time after July 26,
1996.  

  In January, 1996, to finance the acquisition of D-M-E, the company
amended its revolving credit facility to increase the amount of credit
available from $150 million to $300 million and extend the term to January,
2000. The facility requires a facility fee of 1/4 % per annum on the total
$300 million revolving loan commitment. The amended facility continues to
impose restrictions on total indebtedness in relation to total capital. 
The company anticipates that it will be able to continue to comply with
these restrictions throughout the extended term of the facility. Longer
term financing will be completed at a later date and may include the
issuance of some form of equity.  

 





REPORT OF INDEPENDENT AUDITORS




Board of Directors
Cincinnati Milacron Inc.





We have audited the accompanying Consolidated Balance Sheet of Cincinnati
Milacron Inc. and subsidiaries as of December 30, 1995 and December 31,
1994, and the related Consolidated Statements of Earnings, Changes in
Shareholders' Equity, and Cash Flows for each of the three years in the
period ended December 30, 1995.  Our audits also included the financial
statement schedule listed in the Index at Item 14(a).  These financial
statements and schedule are the responsibility of the company's management. 
Our responsibility is to express an opinion on these financial statements
and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Cincinnati
Milacron Inc. and subsidiaries at December 30, 1995 and December 31, 1994,
and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 30, 1995, in
conformity with generally accepted accounting principles.  Also, in our
opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.

As discussed in the Note to Consolidated Financial Statements, Cumulative
Effect of Changes in Methods of Accounting, in 1993 the company changed its
method of accounting for postretirement benefits other than pensions and
its method of accounting for income taxes.



                                                /s/ ERNST & YOUNG LLP

Cincinnati, Ohio
February 23, 1996



SUPPLEMENTARY FINANCIAL INFORMATION

OPERATING RESULTS BY QUARTER (UNAUDITED) 

<TABLE>
<CAPTION>

(In millions, except per-share amounts)         

                                                1995 (a) 
                              ------------------------------------------
                               Qtr 1       Qtr 2       Qtr 3       Qtr 4 
                              ------------------------------------------
<S>                           <C>         <C>         <C>         <C>
Sales. . . . . . . . . . . .  $331.4      $413.5      $486.5      $417.9 
Manufacturing margins. . . .    81.2       103.5       121.7       104.6 
  Percent of sales . . . . .    24.5%       25.0%       25.0%       25.0% 
Net earnings . . . . . . . .    13.0 (b)     8.4 (c)    16.0        68.2(d) 
Per common share . . . . . .     .38         .24         .46        1.96  


                                                1994 (a) 
                              ------------------------------------------
Sales. . . . . . . . . . . .  $245.5      $269.3      $361.2      $321.1
Manufacturing margins. . . .    58.9        65.4        89.8        78.2 
  Percent of sales . . . . .    24.0%       24.3%       24.9%       24.4% 
Net earnings . . . . . . . .     5.0         7.9        11.9        12.9 
Per common share . . . . . .     .14         .23         .35         .38  

</TABLE>


(a)  The fiscal year consists of thirteen four-week periods. The first,
     second and fourth quarters consist of twelve weeks each, and the third
     quarter, sixteen weeks. 

(b)  Includes a gain of $5.0 million ($4.0 million after tax, or $.12 per
     share) on the sale of the company's American Mine Tool business. 

(c)  Includes a charge of $9.8 million ($7.8 million after tax, or $.23 per
     share) for the integration of certain Widia and Valenite operations. 

(d)  Includes a gain of $66.0 million ($52.4 million after tax, or $1.51
     per share) on the sale of the companys Electronic Systems Division.  

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.


 PART III
                                   --------

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by Item 10 is (i) incorporated herein by reference
to the "Election of Directors" section of the company's proxy statement
dated March 22, 1996 and (ii) included in Part I on pages 20 through 21 of
this Form 10-K.



Item 11.   EXECUTIVE COMPENSATION

The "Components of Compensation" section of the company's proxy statement
dated March 22, 1996 is incorporated herein by reference.



Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The "Principal Holders of Voting Securities" section of the company's proxy
statement dated March 22, 1996 is incorporated herein by reference.



Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The paragraph captioned "Stock Loan Programs" of the company's proxy
statement dated March 22, 1996 is incorporated herein by reference.


                                         PART IV
                                         -------

Item 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
   

Item 14(a)(1)&(2)-- LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT    
                    SCHEDULES

The following consolidated financial statements of Cincinnati Milacron Inc.
and subsidiaries are included in Item 8:

                                                                  Page No.
                                                                  --------
Consolidated Statement of Earnings- 1995, 
  1994 and 1993                                                      34
Consolidated Balance Sheet- 1995 and 1994                            35
Consolidated Statement of Changes in 
  Shareholders' Equity- 1995, 1994 and 1993                          36
Consolidated Statement of Cash Flows- 
  1995, 1994 and 1993                                                37
Notes to Consolidated Financial Statements                           38
Report of Independent Auditors                                       50
Supplementary Financial Information                                  51


The following consolidated financial statement schedule of Cincinnati
Milacron Inc. and subsidiaries is included in Item 14(d) for the years
ended 1995, 1994 and 1993:


                                                                  Page No.
                                                                  --------
Schedule II- Valuation and Qualifying Accounts 
  and Reserves                                                       64


All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore
have been omitted. 

Item 14 (a)(3) - LIST OF EXHIBITS

  (2)   Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
        Succession - not applicable

  (3)   Articles of Incorporation and By-Laws

        3.1 Restated Certificate of Incorporation filed with the Secretary
            of State of the State of Delaware on June 16, 1983
            - Incorporated herein by reference to the company's Form 10-K
              for the fiscal year ended December 28, 1985, as amended by
              Amendment No. 1 thereto on Form 8 dated June 30, 1986, and
              Amendment No. 2 thereto on Form 8 dated July 17, 1986 (File
              No. 1-8485)

        3.2 Certificate of Amendment of the Restated Certificate of
            Incorporation dated April 22, 1986, and filed with the
            Secretary of State of the State of Delaware on April 22, 1986
            - Incorporated herein by reference to the company's Form 10-Q
              for the quarter ended March 22, 1986 (File No. 1-8485)

        3.3 Certificate of Amendment of the Restated Certificate of
            Incorporation dated June 11, 1987, and filed with the Secretary
            of State of the State of Delaware on June 15, 1987
            - Incorporated herein by reference to the company's Form 10-Q
              for the quarter ended March 28, 1987 (File No. 1-8485)

        3.4 By-laws, as amended
            - Incorporated herein by reference to the company's
              Registration Statement on Form S-8 (Registration No. 33-
              33623)


  (4)   Instruments Defining the Rights of Security Holders, Including
Indentures:

        4.1 12% Sinking Fund Debentures due July 15, 2010
            - Incorporated herein by reference to the company's
              Registration Statement on Form S-3 (Registration No. 2-98653)

        4.2 8-3/8% Notes due 2004
            - Incorporated herein by reference to the company's Form S-4
              dated July 7, 1994 (File No. 33-53009)
      
        4.3 7-7/8% Notes due 2000
            - Incorporated by reference to the company's Form
              S-4 dated July 21, 1995 (File No. 33-60081)

        4.4 Cincinnati Milacron Inc. hereby agrees to furnish to the
            Securities and Exchange Commission, upon its request, the
            instruments with respect to long-term debt for securities
            authorized thereunder which do not exceed 10% of the
            registrant's total consolidated assets

  (9)   Voting Trust Agreement- not applicable

  (10)  Material Contracts:
 
        10.1  Cincinnati Milacron 1984 Long-Term Incentive
              Plan
              - Incorporated herein by reference to the company's Proxy
                Statement         dated March 23, 1984.

        10.2  Cincinnati Milacron 1987 Long-Term Incentive Plan
              - Incorporated herein by reference to the company's Proxy
                Statement dated March 27, 1987.

        10.3  Cincinnati Milacron 1991 Long-Term Incentive
              Plan
              - Incorporated herein by reference to the company's Proxy
                Statement         dated March 22, 1991.  

        10.4  Cincinnati Milacron 1994 Long-Term Incentive Plan
              - Incorporated herein by reference to the company's Proxy
                Statement         dated March 24, 1994.

        10.5  Cincinnati Milacron Inc. Short-Term Management Incentive
              Program
              - Incorporated herein by reference to the company's Form 10-K
                for the       fiscal year ended January 3, 1987.

        10.6  Cincinnati Milacron Inc. Supplemental Pension Plan
              - Incorporated herein by reference to the company's Form 10-K
                for the       fiscal year December 31, 1988.

        10.7  Cincinnati Milacron Inc. Supplemental Retirement Plan #2
              - Incorporated herein by reference to the company's Form 10-K
                for the       fiscal year ended December 31, 1988.

        10.8  Cincinnati Milacron Retirement Savings Plan
              - Incorporated herein by reference to the company's
                Registration Statement on Form S-8 (Registration No.-
                33623).

        10.9  Cincinnati Milacron Inc. Plan for the Deferral of Directors'
              Compensation
              - Incorporated herein by reference to the company's Proxy
                Statement dated March 22, 1991.

        10.10 Underwriting Agreement between Cincinnati Milacron Inc. and
              theFirst Boston Corporation
              - Incorporated herein by reference to the company's
                Registration Statement on Form S-3 (Registration No.-
                35097).
  
        10.11 Cincinnati Milacron Inc. 1988 Restricted Stock Plan for Non-
              Employee Directors
              - Incorporated herein by reference to the company's Form 10-K
                for the fiscal year ended December 29, 1990.


        10.12 Cincinnati Milacron Inc. Retirement Plan for Non-Employee
              Directors
              - Incorporated herein by reference to the company's Form 10-K
                for the fiscal year ended December 29, 1990.
        
        10.13 Cincinnati Milacron Inc. 1991 Restricted Stock Plan for Non-
              Employee Directors
              - Incorporated herein by reference to the company's Form 10-K
                for the fiscal year ended December 29, 1990.
       
        10.14 Purchase Agreement between Kloeckner Ferromatik Desma GmbH,
              Kloeckner Werke Aktiengesellschaft and Cincinnati Milacron
              Inc.
              - Incorporated herein by reference to the company's Form 8-K
                dated November 8, 1993.

        10.15 Cincinnati Milacron Supplemental Executive Retirement Plan
              - Incorporated herein by reference to the company's form 10-K
                for the fiscal year ended January 1, 1994.
 
        10.16 Amended and Restated Revolving Credit Agreement dated as of
              December 31, 1994 among Cincinnati Milacron Inc., Cincinnati
              Milacron Kunststoffmaschinen Europe GmbH, the lenders listed
              therein and Bankers Trust Company, as agent.
              - Incorporated herein by reference to the company's Form 8-K
                dated February 1, 1995.

        10.17 Stock Purchase Agreement between Fried Krupp AG Hoesch-Krupp
              and Cincinnati Milacron Kunstoffmaschinen Europa GmbH and
              Cincinnati Milacron B.V.
              - Incorporated herein by reference to the company's Form 8-K
                dated February 1, 1995.

        10.18 Amendment Number One, dated as of May 31, 1995
              to the Amended and Restated Revolving Credit
              Agreement dated as of December 31, 1994, among
              Cincinnati Milacron Inc., Cincinnati Milacron
              Kunststoffmaschinen Europe GmbH, the lenders
              listed therein, and Bankers Trust Company, as
              agent.
              - Incorporated herein by reference to the
                company's Form 8-K dated May 31, 1995.

        10.19 U.S. Asset Purchase Agreement dated as of
              December 15, 1995 between Cincinnati Milacron
              Inc. and TRINOVA Corporation.
              - Incorporated herein by reference to the
                company's Form 8-K dated December 30, 1995.

        10.20 U.K. Asset Purchase Agreement dated as of
              December 15, 1995, between Cincinnati Milacron
              U.K. Limited and TRINOVA Limited.
              - Incorporated herein by reference to the
                company's Form 8-K dated December 30, 1995.

        10.21 Amendment Number Two, dated as of January 23,
              1996 to the Amended and Restated Revolving
              Credit Agreement dated as of December 31, 1994
              among Cincinnati Milacron Inc, Cincinnati
              Milacron Kunststoffmaschinen Europe GmbH, the
              lenders listed therein, and Bankers Trust
              Company, as agent.

              -  Filed herewith.              

  (11)  Statement Regarding Computation of Per-Share Earnings 

  (12)  Statement Regarding Computation of Ratios - not applicable

  (13)  Annual report to security holders, Form 10-Q or quarterly report to
        security holders - not applicable

  (16)  Letter re Change in Certifying Accountant - not applicable
  
  (18)  Letter Regarding Change in Accounting Principles - not applicable

  (21)  Subsidiaries of the Registrant 

  (22)  Published Report Regarding Matters Submitted to Vote of  Security
        Holders 
        - Incorporated by reference to the company's Proxy Statement dated
          March 22, 1996.

  (23)  Consent of Independent Auditors

  (24)  Power of Attorney - not applicable

  (27)  Financial Data Schedule

  (28)  Information from Reports Furnished to State Insurance Regulatory
        Authorities - not applicable

  (99)  Additional Exhibits - not applicable

Item 14(b)-- REPORTS ON FORM 8-K

    No reports on Form 8-K were filed during the fourth quarter of 1995.

    Item 14(c)&(d)-- EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

    The responses to these portions of Item 14 are submitted as a separate
    section of this report.


SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                 CINCINNATI MILACRON INC.


                                 BY:  /s/ Daniel J. Meyer                   
                                 ------------------------                   
                                 Daniel J. Meyer; Chairman                  
                                 and Chief Executive                        
                                 Officer, Director
                                 (Chief Executive Officer)


                                 BY:  /s/ Raymond E. Ross                   
                                 ------------------------
                                 Raymond E. Ross;                           
                                 President and Chief
                                 Operating Officer,                         
                                 Director                                   
                                 (Chief Operating Officer)


                                 BY:  /s/ Ronald D. Brown                   
                                 ------------------------                   
                                 Ronald D. Brown; Vice                      
                                 President- Finance
                                 (Chief Financial Officer)


                                 BY:  /s/ Robert P. Lienesch                
                                 ---------------------------
                                 Robert P. Lienesch;                        
                                 Controller
                                 (Chief Accounting Officer)


Date:  March 13, 1996



Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.


/s/ Neil A. Armstrong               /s/ Darryl F. Allen 
---------------------               -------------------------
Neil A. Armstrong;                  Darryl F. Allen; 
March 13, 1996                      March 13, 1996
(Director)                          (Director)


/s/ Harry A. Hammerly
---------------------                 
Harry A. Hammerly; 
March 13, 1996                
(Director)                                  


Item 14(c) and (d)-- INDEX TO CERTAIN EXHIBITS AND FINANCIAL STATEMENT
                     SCHEDULES


                                                                  Page No.

Exhibit 11  Computation of Per-Share Earnings                        59

Exhibit 21  Subsidiaries of the Registrant                           60

Exhibit 23  Consent of Independent Auditors                          62

Exhibit 27  Financial Data Schedule                                  63

Schedule II Valuation and Qualifying Accounts and Reserves           64




                                   CINCINNATI MILACRON INC. AND SUBSIDIARIES

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                      Years Ended 1995, 1994 and 1993

                                                        (In Thousands)
<TABLE>
<CAPTION>

COL. A                             COL. B        COL.C           COL. D          COL. E           Additions    
-----------------------------------------------------------------------------------------------------------
                                   Balance at    Charged to                                       Balance
                                   Beginning     Costs and        Other          Deductions       at End
Description                        of Period     Expenses        -Describe       -Describe        of Period
-----------------------------------------------------------------------------------------------------------
<S>                                <C>           <C>             <C>             <C>              <C>
YEAR ENDED 1995

  Allowances for
    doubtful accounts              $ 8,718       $ 4,963         $   781 (b)     $ 7,382 (a)      $12,935
                                                                   5,855 (c)                
  Restructuring and
    integration and
    consolidation charge
    reserves                       $ 6,164       $ 7,006         $    45 (b)     $11,762 (a)      $18,336
                                                                  16,883 (c)
                                                                                                         
  Allowances for inventory
    obsolescence                   $38,567       $18,402         $ 2,028 (b)     $18,147 (a)      $53,458
                                                                  13,058 (c)         450 (d)
                                                                                        
YEAR ENDED 1994

  Allowances for
    doubtful accounts              $ 7,884       $ 4,944         $   207 (b)     $ 4,317 (a)      $ 8,718
                                                                                            
  Restructuring and
    consolidation, closing
    and relocation and    
    special charge reserves        $58,265       $  (726)        $   443 (b)     $54,478 (a)      $ 6,164
                                                                   2,660 (e)

  Allowances for inventory
    obsolescence                   $33,764       $10,066         $ 1,507 (b)     $10,334 (a)      $38,567
                                                                   3,564 (e)

YEAR ENDED 1993

  Allowances for
    doubtful accounts              $ 5,913       $ 4,535         $ 3,205 (c)     $ 4,781 (a)      $ 7,884
                                                                                     988 (b)      
  Restructuring and     
    consolidation, closing
    and relocation and
    special charge reserves        $10,568       $40,200         $52,749 (c)     $45,252 (a)      $58,265 (f)

  Allowances for inventory
    obsolescence                   $17,312       $ 9,639         $18,708 (c)     $11,534 (a)      $33,764
                                                                                     361 (b)

</TABLE>


(a) Represents amounts charged against the reserves during the year.
(b) Represents foreign currency translation adjustments during the year
    and in 1993 includes reserves of subsidiaries sold during the year.
(c) Consists of reserves of subsidiaries purchased during the year.
(d) Consists of reserves of businesses sold during the year.
(e) Finalization of purchase price allocation for Ferromatik which was
    purchased in November, 1993.
(f) Includes $1,500 in long-term accrued liabilities.