MILACRON INC, DEF 14A, 1999-03-25

MILACRON INC
DEF 14A, 1999-03-25
MACHINE TOOLS, METAL CUTTING TYPES

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MILACRON

Cincinnati, Ohio 45209

______________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held April 27, 1999

The Annual Meeting of the Shareholders of Milacron Inc. (the
"Company") will be held at the Queen City Club, 331 East 4th
Street, Cincinnati, Ohio, 45202 on Tuesday, April 27, 1999, at
9:00 A.M., E.D.T., for the following purposes:

1. To elect four directors.

2. To confirm the appointment of Ernst & Young LLP as
independent auditors of the Company for the fiscal year 1999.

3. To approve the Milacron Inc. 1999 Employee Stock Purchase
Plan.

4. To transact such other business as may properly come before
the meeting.

The Board of Directors has fixed the close of business on March
12, 1999, as the record date for determining the shareholders
entitled to notice of and to vote with respect to this
solicitation.

The Annual Report of the Company for the year 1998, containing
financial statements, is enclosed.

PLEASE MARK, SIGN AND RETURN THE ENCLOSED
PROXY IN THE ENVELOPE PROVIDED.

By order of the Board of Directors,

Hugh C. O'Donnell, Vice President,
General Counsel and Secretary

The date of this Proxy Statement is March 26, 1999.

Milacron Inc.

4701 Marburg Avenue

Cincinnati, OH 45209

_______________________

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 27, 1999

The Proxy Statement is furnished to shareholders on or about
March 26,1999, in connection with the solicitation by the Board
of Directors of Milacron Inc., a Delaware corporation (the
"Company"), 4701 Marburg Avenue, Cincinnati, Ohio 45209 of
proxies in the accompanying form to be used at the Annual Meeting
of Shareholders to be held on April 27, 1999, and any adjournment
thereof. The shares represented by the proxies received pursuant
to this solicitation and not revoked will be voted at the Annual
Meeting. A shareholder who has given a proxy may revoke it by
voting in person at the meeting, by giving a written notice of
revocation to the Secretary of the Company at the address
indicated above or by giving a later dated proxy at any time
before voting.

If a choice has been specified by a shareholder with respect to
any matter by means of the ballot on the proxy, the shares
represented by such proxy will be voted or withheld from voting
accordingly. If no choice is so specified, the shares will be
voted FOR the election of the nominees for Director set forth on
the proxy, FOR confirmation of Ernst & Young LLP as independent
auditors of the Company for the fiscal year 1999 and FOR approval
of the Milacron Inc. 1999 Employee Stock Purchase Plan.

It is important that your shares be represented at the meeting.
Whether or not you plan to attend the meeting, please sign and
date the enclosed proxy and return it promptly in the
accompanying envelope in order that your shares may be voted at
the meeting.

Shareholders of record of the Company's Common Stock, par value
$1.00 per share ("Common Stock"), and of its 4% Cumulative
Preferred Stock, par value $100 per share ("Preferred Stock"), at
the close of business on March 12, 1999, are entitled to notice
of and to vote at the Annual Meeting and any adjournment thereof.
On that date, there were outstanding 60,000 shares of Preferred
Stock and 37,292,033 shares of Common Stock.

Each share of Preferred Stock is entitled to 24 votes. The
Company's Amended Certificate of Incorporation, subject to
certain exceptions, provides that each share of Common Stock
entitles the holder thereof to ten votes on each matter to be
considered at the meeting, except that no holder shall be
entitled to exercise more than one vote on any such matter in
respect of any share of Common Stock with respect to which there
has been a change of beneficial ownership after February 1, 1996.
Based on the information with respect to beneficial ownership
possessed by the Company at the date of this Proxy Statement, the
holders of more than half of the shares of Common Stock will be
entitled to exercise ten votes per share at the meeting and the
holders of the remainder of the outstanding shares of Common
Stock will be entitled to one vote per share. The actual voting
power of each holder of Common Stock will be based on information
possessed by the Company at the time of the meeting.

Proxy cards, with text printed in black on white stock, are
being furnished to individuals with this Proxy Statement to cover
shares of Common Stock with respect to which the Company's
records show beneficial ownership as of February 1, 1996, or
thereafter. Each of these cards has at the upper center area of
the signature side an indication of the total vote to which the
respective individual holder is entitled.

Shares of Common Stock held of record in the names of banks,
brokers, nominees and certain other entities are covered by Proxy
cards on white stock with a blue stripe. A shareholder who has
been a continuous beneficial owner since February 1, 1996, is
entitled to ten votes for each share of Common Stock PROVIDED the
certification form on the Proxy card with the blue stripe is
completed. If this certification is not completed, a change of
beneficial ownership will, for purposes of this Annual Meeting,
be deemed to have occurred after February 1, 1996, with respect
to all the shares of Common Stock covered thereby, so that the
holder will be entitled to only one vote per share for all such
shares.

For purposes of exercising the pass through voting rights for
participants in the Company's employee benefit plans, and
Aeroquip - Vickers' Savings and Profit Sharing Plan, each
participant having shares of Common Stock credited to his or her
account will receive a voting direction card on white stock with
a pink stripe (the Company's plan) or a green stripe (the
Aeroquip - Vickers' Plan) to be returned to the Trustee of the
respective benefit plan with voting instructions.

The holders of shares of Common Stock and Preferred Stock
entitling them to exercise a majority of the total voting power
of the Company's stock, present in person or by proxy, at the
Annual Meeting shall constitute a quorum.

Proxy Solicitation
The expense of printing and mailing proxy material will be
borne by the Company. In addition to the solicitation of proxies
by mail, solicitation may be made by certain Directors, officers
and other employees of the Company in person, by telephone or
fax. No additional compensation to such persons will be paid for
such solicitation.

Arrangements will also be made with brokerage firms and other
custodians, nominees and fiduciaries to forward proxy
solicitation material to certain beneficial owners of the Common
Stock and Preferred Stock, and the Company will reimburse such
brokerage firms, custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred by them in connection
therewith. In addition, the Company has retained D.F. King & Co.,
Inc. to aid in the solicitation of proxies for a fee estimated at
$15,000, plus reasonable out-of-pocket expenses.

ELECTION OF DIRECTORS

The shares of the Preferred Stock and the shares of the Common
Stock vote together as a single class for the election of
Directors. The candidates receiving the greatest number of votes
up to the number of Directors to be elected will be elected.
Votes withheld on Directors as well as broker non-votes will be
counted toward the establishment of quorum, but will have no
effect on the election of Directors.

Under the Company's By-Laws, the Board of Directors is to
consist of a number fixed by the Board, and is not to be less
than nine nor more than fifteen members. Currently, the number of
Board members is set at ten, divided among three classes.

The persons named as proxies on the enclosed Proxy card (the
"Proxy Committee") intend to vote (unless authority to do so is
withheld) for the re-election for a three-year term of four
Directors: Neil A. Armstrong, David L. Burner, Barbara Hackman
Franklin and Joseph A. Pichler. Mr. Armstrong will reach
retirement age under the Board's retirement policy during said
three-year term. The four nominees have consented to being named
as such and to serve if elected.

In the unexpected event that, prior to the election, any one or
more of the nominees shall be unable to serve, the Proxy
Committee will vote for the election of such substitute nominees,
and for such term or terms as the Board of Directors may propose,
and in no event may proxies be voted for more than four
Directors.

The following information is furnished with respect to each
nominee for election as a Director and for each other person
whose terms of office as a Director will continue after the
meeting:

_________________________________________________________________

DARRYL F. ALLEN Member: Audit Committee
Director since 1993 Term expires 2000
Age 55

Mr. Allen is, and has been for more than the past five years,
Chairman, President and Chief Executive Officer of Aeroquip-
Vickers, Inc., Maumee, Ohio, a world-wide manufacturer and
distributor of engineered components and systems for markets
which include industrial, automotive, aerospace and defense.
Director of Aeroquip-Vickers, Inc. and Fifth Third BANCOROP.
_________________________________________________________________

NEIL A. ARMSTRONG Member: Executive Committee
Director since 1980 Audit Committee
Age 68 Term expires 1999, nominee for
three year term

Mr. Armstrong is, and has been for more than the past five years,
Chairman of AIL Systems, Inc., Deer Park, NY, manufacturer of
electronic components and systems. Director of The Cinergy Co.,
USX Corporation, Cordant Technologies, Inc. and RTI International
Metals, Inc.
- -----------------------------------------------------------------

DAVID L. BURNER Member: Audit Committee
Director since 1998 Term Expires 1999, nominee for
Age 59 three year term

Mr. Burner is the Chairman, President and Chief Executive Officer
of the The BFGoodrich Company, Richfield, Ohio, a provider of
aircraft systems and services, and performance materials, and has
served in that capacity since July, 1997. He was Chief Executive
Officer from December, 1996, to July, 1997, and President of the
Company from December, 1995, to January, 1997. From 1987 to 1997
he was an Executive Vice President of the Company and the
President & COO of BFGoodrich Aerospace. Director of Brush
Wellman, Inc. and The BFGoodrich Company.

_________________________________________________________________

BARBARA HACKMAN FRANKLIN Member: Audit Committee
Director since 1996 Nominating and Corporate
Age 58 Governance Committee
Term expires 1999, nominee for
three year term

Ms. Franklin is President and CEO of Barbara Franklin
Enterprises, Washington, D.C., an international consulting and
investment firm, and has served in that capacity since January,
1995. Prior thereto, she was an independent director, consultant
and lecturer (1993-1995), and in 1992 she served as the 29th U.S.
Secretary of Commerce. Director of Aetna, Inc., The DOW Chemical
Company, AMP Inc. and MedImmune, Inc.

_________________________________________________________________

HARRY A. HAMMERLY Member: Audit Committee
Director since 1992 Nominating and Corporate
Age 65 Governance Committee
Term expires 2001

Mr. Hammerly had served for more than five years, until his
retirement in 1995, as Executive Vice President of 3M Company,
St. Paul, Minnesota, a world-wide manufacturer serving
industrial, commercial, health care and consumer markets.
Director of Apogee Enterprises, Inc., BMC Industries, Inc. and
Brown & Sharpe Manufacturing.

_________________________________________________________________

DANIEL J. MEYER Member: Executive Committee
Director since 1985 Term expires 2001
Age 62

Mr. Meyer is, and has been for more than the past five years,
Chairman and Chief Executive Officer of the Company. In January,
1998, he reassumed the additional office of President. Director
of Firstar Corporation, The E.W. Scripps Company and Hubbell
Incorporated.
- -----------------------------------------------------------------

JAMES E. PERRELLA Member: Personnel and Compensation
Director since 1993 Committee
Age 63 Nominating and Corporate
Governance Committee
Term expires 2000

Mr. Perrella is Chairman, President and Chief Executive Officer
of Ingersoll-Rand Company, Woodcliff Lake, New Jersey, a world-
wide manufacturer of machinery and equipment for automotive,
construction, energy and general industries, and has served in
that capacity since November, 1993. Director of Becton Dickinson
and Company, Ingersoll-Rand Company and Rio Algom Ltd.

_________________________________________________________________

JOSEPH A. PICHLER Member: Executive Committee
Director since 1996 Personnel and Compensation
Age 59 Committee
Term expires 1999, nominee for
three year term

Mr. Pichler is, and has been for more than the past five years,
Chairman of the Board and Chief Executive Officer of The Kroger
Co., Cincinnati, Ohio, a food retailer and manufacturer. Director
of Federated Department Stores, Inc. and The Kroger Co.

_________________________________________________________________

DR. JOSEPH A. STEGER Member: Executive Committee
Director since 1985 Nominating and Corporate
Age 62 Governance Committee
Personnel and Compensation
Committee
Term expires 2001

Dr. Steger is, and has been for more than the past five years,
President, University of Cincinnati. Director of Crucible
Materials, Inc. and Provident Bancorp, Inc.
_________________________________________________________________

HARRY C. STONECIPHER Member: Personnel and Compensation
Director since 1991 Committee
Age 62 Term expires 2000

Mr. Stonecipher is President and Chief Operating Officer of The
Boeing Company, Seattle, Washington, a producer of military and
commercial jet aircraft and helicopters as well as missiles,
space launch vehicles, and electronic systems, and has served in
that capacity since August, 1997. He was President and Chief
Executive Officer of McDonnell Douglas Corporation from 1994 to
1997, and Chairman, President and Chief Executive Officer of
Sundstrand Corporation, from 1991 to 1994. Director of The Boeing
Company, Computer Management Sciences Inc. and Sentry Insurance
Co.

BOARD OF DIRECTORS AND BOARD COMMITTEES

Compensation and Benefits
The Company compensates non-employee Directors by payment of an
annual retainer of $30,000. All or a portion of this retainer may
be deferred into a Company stock or a cash account under the
terms of the Company's Plan for the Deferral of Directors'
Compensation, with it being required that a minimum of $5,000 be
payable in Company stock and credited to a deferred stock account
under the plan. The Company also compensates non-employee
Directors by payment of a fee of $1,500 for each Board and
committee meeting attended and a fee of $1,000 for participation
in each telephone meeting. Chairpersons of the Audit Committee,
Nominating and Corporate Governance Committee and Personnel and
Compensation Committee also receive an annual retainer of $2,000.
In addition, the Directors may elect to be covered by $100,000 of
group term life insurance.

Awards of restricted shares and stock options to Directors are
provided for in the 1997 Long-Term Incentive Plan. As a new
member of the Board, Mr. Burner received a grant of 1,000 shares
of restricted stock under the Plan in fiscal year 1998. Ms.
Franklin and Messrs. Allen, Armstrong, Hammerly, Perrella,
Pichler, Steger and Stonecipher each received a stock option
grant of 2,000 shares under the Plan in fiscal year 1998.

The Retirement Plan for Non-Employee Directors was closed on
February 6, 1998 with respect to all non-employee Directors
beginning their first term on the Board after said date. The non-
employee Directors who were not beginning their first term after
February 6, 1998 were given the election to continue to
participate in the Retirement Plan for Non-Employee Directors or
receive the current value of the Director's projected benefit in
a lump sum credited to a deferred stock account under the
Company's Plan for the Deferral of Directors' Compensation. The
Retirement Plan for Non-Employee Directors has a six year vesting
requirement with monthly benefits paid for life. For non-employee
Directors with ten or more years vested service, the benefit
under the Retirement Plan for Non-Employee Directors is equal to
one hundred percent of the Director's base retainer as of the
last day of service. A reduced benefit is payable to non-employee
Directors with less than ten years vested service.

Meetings and Committees
The Board of Directors held six meetings in fiscal year 1998.
Average attendance by Directors at the aggregate of the Board and
committee meetings was 98%. No Director attended fewer than 89%
of the aggregate of the meetings of the Board and the committees
on which they served.

The Board of Directors has established four committees with
specific responsibilities. The Executive Committee is composed of
four members, three non-employee Directors and one employee
Director. The Committee meets only on call and may exercise, in
the intervals between meetings of the Board, powers of the Board
in the management of the business and affairs of the Company. The
Committee held no meetings in fiscal year 1998.

The Audit Committee is composed of five non-employee Directors.
The Committee recommends to the Board of Directors the
appointment of the independent auditors and meets with members of
management, the independent auditors and the internal auditors,
both together and privately, to review the annual financial
statements, audit coverage and results, the adequacy of internal
accounting controls and the quality of financial reporting. The
Committee also oversees the Company's compliance with its
policies regarding boycotts and questionable payments and
practices. The Committee held three meetings in fiscal year 1998.

The Personnel and Compensation Committee is composed of four
non-employee Directors. The Committee recommends to the Board of
Directors the compensation of the Chairman, reviews the
compensation of all corporate officers, reviews management
manpower planning and development programs and administers
management incentive programs. The Committee held three meetings
in fiscal year 1998.

The Nominating and Corporate Governance Committee is composed
of four non-employee Directors. The Committee recommends to the
Board of Directors the names of possible nominees for election to
the Board. The Committee will consider any recommendation by
shareholders of possible Director nominees submitted in writing
to the Committee in care of the Secretary of the Company no later
than the close of business on the 10th day following the day on
which notice of the date of the Annual Meeting of Shareholders
was mailed. Biographical data and the proposed nominee's written
consent to be named as a nominee must be included. The Committee
also recommends the standing and special committees, considers
matters relating to corporate governance, provides the Board with
materials on matters of Board behavior (i.e., ethics and policies
of public concern) and evaluates the performance and
effectiveness of the Board as a whole. The Committee held two
meetings in fiscal year 1998.

Shareholder Meetings: Conducting Business and Notice
At any meeting of the shareholders, only such business shall be
conducted as shall have been brought before the meeting by or at
the direction of the Board of Directors or by any shareholder who
is entitled to vote with respect thereto and who has given timely
notice thereof in writing to the Secretary of the Company not
later than the close of business on the 10th day following the
day on which notice of the date of the meeting was mailed. Notice
requirements for shareholder proposals at the 2000 Annual Meeting
are provided for on page 16.

PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table gives information concerning the beneficial
owners of more than five percent of the Company's outstanding
shares of Common Stock and Preferred Stock as of March 12, 1999:

Common Stock

Beneficial Owner Shares Percent of Outstanding

None

</TABLE>

Preferred Stock

Beneficial Owner Shares Percent of Outstanding
<S> <C> <C>
State Street Bank and Trust Company 11,126 18.54
P.O. Box 351
Boston, MA 02101
Trustee - Milacron Employee Benefit Plans
Chase Manhattan Bank, N.A. 6,962 11.60
1 Chase Manhattan Plaza
New York, NY 10081
PNC Bank, National Association 5,701 9.50
51 Mercedes Way
Edgewood, NY 11717
Bank of New York 4,403 7.34
One Wall Street
New York, NY 10286
Milacron Foundation 3,913 6.52
Cincinnati, OH 45209
(D. F. Allen, N.A. Armstrong and
D.J. Meyer, Trustees)
James A.D. Geier 3,049(1) 5.08
5729 Dragon Way - Suite 11A
Cincinnati, OH 45227

Unless otherwise noted, the above-named individuals or entities
have sole voting and investment power.

(1) Mr. Geier's beneficial ownership includes 2,821 preferred
shares held in estates and trusts for the benefit of others with respect to which
Mr. Geier is a fiduciary or has shared voting power, and with respect to which
voting power may be delegated to the trustee.
</TABLE>

SHARE OWNERSHIP OF DIRECTORS AND OFFICERS
Set forth in the following table is the beneficial ownership of
Common Stock and Preferred Stock as of March 12, 1999 for each of
the Directors and of the Officers named in the Summary
Compensation Table. No Director or Officer owns more than one
percent of the class shown, except as set forth in the footnotes
below.

Name Common Shares(1) Preferred Shares
Darryl F. Allen(2) 19,359 0
Neil A. Armstrong(2) 11,523 0
David L. Burner(2) 3,008 0
Barbara Hackman Franklin(2) 9,050 0
Harry A. Hammerly(2) 19,447 0
Daniel J. Meyer(3) 836,480 380
James E. Perrella(2) 19,541 0
Joseph A. Pichler(2) 10,273 0
Joseph A. Steger(2) 16,984 0
Harry C. Stonecipher(2) 38,378 0
Ronald D. Brown 202,540 0
James R. Christie 117,360 0
Harold J. Faig 241,328 0
Alan L. Shaffer 224,788 0
All Officers and Directors
As a Group (4) 2,291,808 380

(1) The amounts shown include (a) the following shares that may
be acquired within 60 days pursuant to outstanding option grants:
Mr. Meyer 635,38 shares, Mr. Brown 164,368 shares, Mr. Christie
82,400 shares, Mr. Faig 196,486 shares, Mr. Shaffer 173,356
shares, 9,000 shares each for Messrs. Allen, Armstrong, Hammerly,
Perrella, Steger and Stonecipher, 6,000 shares each for Ms.
Franklin and Mr. Pichler, 2,000 shares for Mr. Burner and
1,702,096 shares for all Directors and Officers as a group; (b)
23,721 shares allocated to participant accounts under the
Company's Performance Dividend and Savings Plan as of December
31, 1998, according to information furnished by the Plan Trustee;
(c) 47,450 shares with shared voting or investment power, and
those held by certain members of the individuals' families as to
which beneficial ownership is disclaimed, and (d) credits of
stock units under the Company's deferred compensation plan as
follows: Mr. Meyer 18,474 units, Mr. Brown 6,489 units, Mr.
Christie 6,445 units, Mr. Faig 7,708 units, and Mr. Shaffer 7,894
units.

(2) The amounts shown include credits of stock units under the
Company's deferred compensation plan for non-employee Directors
as follows: Mr. Allen 8,859 units, Mr. Armstrong 173 units, Mr.
Burner 8 units, Ms. Franklin 673 units, Mr. Hammerly 1 unit, Mr.
Perrella 6,041 units, Mr. Pichler 173 units, Mr. Steger 6,349
units and Mr. Stonecipher 3,878 units.

(3) Mr. Meyer's beneficial ownership is 2.24% of the common
shares outstanding.

(4) Directors' and Officers' beneficial ownership as a group is
6.14% of the common shares (21 persons) and .63% of the preferred
shares (1 person) outstanding.

Certain Transactions
During the period of fiscal 1998 and through March 12, 1999,
the Company had outstanding loans to executive officers under the
Company's Employee Stock Loan Program for the purposes of
exercising stock options and purchasing stock, and for paying
related withholding taxes due as a result of such purposes or the
lapse of restrictions on restricted stock, all under the
Company's long-term incentive programs as follows: (1) loans to
Mr. D. J. Meyer, Chairman, President and Chief Executive Officer,
carrying interest rates ranging from 5.17% to 7.91% with the
largest aggregate amount of indebtedness outstanding at any time
during such period and the principal balance of all such loans
outstanding at the end of the period being $507,357;(2) loans to
Mr. A.L. Shaffer, Group Vice President, Industrial Products,
carrying interest rates of 7.78% and 6.45%, respectively, with
the largest aggregate amount of indebtedness outstanding at any
time during such period being $99,208, and the principal balance
of such loans outstanding at the end of the period being $87,408;
and (3) loans to Mr. H. J. Faig, Group Vice President, Plastics
Technologies, carrying interest rates of 5.98% and 5.84%,
respectively, with the largest aggregate amount of indebtedness
outstanding at any time during such period being $66,682 and the
principal balance of all such loans outstanding at the end of the
period being $65,160.

Stock Loan Programs
The Employee Stock Loan Program, approved by the Board of
Directors of the Company, is applicable to key employees who have
received stock options or grants of restricted stock pursuant to
the Company's Long-Term Incentive Plans. This loan program
provides loans to employees up to the amount due in cash for the
exercise price of the stock options, and/or any required
withholding taxes as a result of exercising such options or the
lapse of restrictions on restricted stock awards. These loans are
to be repaid on terms of regular payments of not more than 10
years unless the related stock is divested by the employee prior
to said time, in which case all amounts owing become payable. The
interest rates for these loans are established from time to time
by the Personnel and Compensation Committee in compliance with
Internal Revenue Service guidelines. The interest rate is the
applicable Federal rate in effect under Section 1274 (d) of the
Internal Revenue Code of 1986, as amended, as of the day in which
the loan is made. As of March 12, 1999 the interest rate was
5.23% per annum.

Annual Retirement Benefits
The calculation of estimated annual retirement benefits under
the Company's regular retirement plan (the "Retirement Plan"), is
based upon years of service and average earnings for the highest
five consecutive years of service. Earnings include all cash
compensation, including amounts received or accrued under the
1996 Short-Term Management Incentive Program, but exclude
benefits or payments received under long-term incentive plans or
any other employee benefit plan. The Retirement Plan is non-
contributory and limits the individual annual benefit to the
maximum level permitted under existing law. The credited years of
service under the Retirement Plan for the executive officers
named in the Summary Compensation Table set forth below are: 29
for Mr. Meyer, 32 for Mr. Faig, 26 for Mr. Shaffer and 18 for Mr.
Brown. Directors who are not officers or employees of the Company
are not eligible to participate in the Retirement Plan, but may
be eligible to participate in the Retirement Plan for Non-
Employee Directors described above.

The table below shows examples of pension benefits which are
computed on a straight life annuity basis before deduction of the
offset provided by the Retirement Plan, which depends on length
of service and is up to one-half of the primary Social Security
benefit:

Highest Consecutive Estimated Annual Pension for
Five-Year Representative Years of Credited Service
Average Compensation 10 15 20 25 30 35 or More
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 15,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,500
250,000 37,500 56,250 75,000 93,750 112,500 131,250*
500,000 75,000 112,500 150,000* 187,500* 225,000* 262,500*
750,000 112,500 168,750* 225,000* 281,250* 337,500* 393,750*
1,000,000 150,000* 225,000* 300,000* 375,000* 450,000* 525,000*
1,250,000 187,500* 281,250* 375,000* 468,750* 562,500* 656,250*
1,500,000 225,000* 337,500* 450,000* 562,500* 675,000* 787,500*
1,750,000 262,500* 393,750* 525,000* 656,250* 787,500* 918,750*

</TABLE>

*Under existing law, payments of annual benefits in excess of
$130,000 may not be made by the Retirement Plan, but may be paid
directly by the Company as described in the following paragraph.

In an effort to attract and retain experienced executives, the
Board of Directors approved a program wherein certain officers
are guaranteed annual pensions of not less than 52.5% and not
more than 64.5% of their highest average pay in a consecutive
five-year period (subject to deduction of one-half of the primary
Social Security benefit and benefits, if any, from prior
employers). Other officers are entitled upon retirement to a
pension benefit of not less than that to which they normally
would be entitled under the Retirement Plan if there were no cap
under existing law and not more than 60% of their highest average
pay in a consecutive three-year period. In both cases, such
pensions include an amount payable under the Retirement Plan and
are not subject to the maximum limitation imposed on qualified
plans such as the Retirement Plan.

Executive Severance Agreements
The Company has entered into Executive Severance Agreements
(the "Severance Agreements") with Messrs. Meyer, Faig, Shaffer,
Brown and Christie as well as certain other executive officers
(the "Executives"). The Severance Agreements continue through
December 31, 1999 and provide that they are to be automatically
extended in one year increments (unless notice by the Company is
otherwise given) and, in any event, shall continue in effect for
a period of two years beyond the term provided if a Change in
Control of the Company occurs.

Generally, a "Change in Control" will be deemed to have
occurred if: (i) anyone acquires 20% or more of the outstanding
voting stock of the Company; (ii) the persons serving as
Directors of the Company as of October 29, 1998, and replacements
or additions subsequently approved by a majority of the Board,
cease to make up a majority of the Board; (iii) a merger,
consolidation or reorganization occurs after which the
stockholders of the Company own less than 66 2/3% of the
surviving corporation; (iv) the Company disposes of all or
substantially all of its assets; or (v) the stockholders of the
Company approve a plan of liquidation or dissolution of the
Company.

The Severance Agreements provide that Executives are entitled
to certain benefits following a Change in Control, including: (i)
the vesting of all equity-based awards and (ii) cash payments
equal to the value of each Executive's equity options, maximum
incentive award, earned but unpaid annual bonus and outstanding
long-term incentive awards. In the event of a qualifying
termination of an Executive following a Change in Control, an
Executive is entitled to additional benefits, including: (i) a
portion of the Executive's maximum incentive award then in
effect; (ii) a cash payment of three or two times (depending upon
whether or not a Tier I or Tier II Severance Agreement applies)
the sum of the Executive's base salary and highest bonus award;
(iii) special supplemental retirement benefits determined as if
the Executive had three or two years additional credited service
under the Company's retirement plans; and (iv) continuation of
all life, disability and accident insurance and medical plan
coverage for a period of three or two years. Further,if any of
these payments would be subjected to the excise tax imposed on
excess parachute payments by the Internal Revenue Code, the
Company will "gross-up" the Executive's compensation for all such
excise taxes.

PERSONNEL AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

To Our Shareholders
The Company's Personnel and Compensation Committee of the Board
of Directors (the "Committee") annually reviews and recommends to
the full Board compensation levels for the officers of the
Company. The Committee consists entirely of Board members who
are not employees of the Company.

The Committee's primary objective in establishing compensation
opportunities for the Company's officers is to support the
Company's goal of maximizing the value of shareholders' interest
in the Company over a period of time. To achieve this objective,
the Committee believes it is critical to:

- Hire, develop, reward and retain the most competent
executives, and to provide compensation opportunities for
executives which are competitive in the marketplace, which
includes selected companies in the Performance Graph on page
13 for the S&P 500 and the S&P Machinery (Diversified)
Indexes.

- Encourage decision-making that enhances shareholder value.
The Committee believes that this objective is promoted by
providing short-term and long-term incentive opportunities
that are tied to performance measures which are payable in
cash and/or shares of Company stock.

- Provide incentive opportunities which link corporate
performance and executive pay. The Committee believes in
paying executives competitive levels of incentive compensation
when annual results add to shareholder value and corporate
financial performance expectations are met.

- Promote a close identity of interests between management and
the Company's shareholders by rewarding positive results
through the payment of Company stock when appropriate.

The Committee reviews the compensation for all corporate
officers, including the individuals whose compensation is
detailed in the proxy statement. This review is designed to
ensure consistency throughout the compensation process. The
Committee makes all decisions pertaining to the determination of
the Company's executive compensation plans which promote the
objectives detailed above. The Committee believes that the
Company's current compensation programs support the Company's
business mission and contribute to the Company's financial
success. The Committee considers the entire pay package when
establishing each component of pay.

The Omnibus Budget Reconciliation Act of 1993 added Section
162(m) to the Internal Revenue Code of 1986, as amended. Section
162(m) generally denies a publicly held corporation, such as the
Company, a federal income tax deduction for compensation in
excess of $1 million per year paid or accrued for each of its
chief executive officer and four other most highly compensated
executive officers. Certain "performance based" compensation is
not subject to the limitation of deductibility provided that
certain stockholder approval and independent director
requirements are met. The Committee takes into account Section
162(m) of the Internal Revenue Code while reviewing its policies
with respect to the qualifying compensation paid to its executive
officers.

COMPONENTS OF COMPENSATION

Base Salary
The Committee annually reviews each officer's base salary. The
factors which influence Committee determinations regarding base
salary include: job performance, level of responsibilities,
breadth of knowledge, prior experience, comparable levels of pay
among executives at regional and national market competitors,
which include selected companies in the Performance Graph on Page
13 for the S&P 500 and the S&P Machinery (Diversified) Indexes,
and internal pay equity considerations. Base pay data is
compared with survey information compiled by independent
compensation consulting firms. Increases to salary levels are
driven by individual performance. Base salaries are targeted at
the market average, after adjusting for company size.

Annual Incentive Compensation
The Company's officers, including the CEO, are eligible for an
annual cash bonus under its 1996 Short-Term Management Incentive
Plan. The corporate and business unit performance measures for
bonus payments are based on Value Added whereby return on capital
must improve or exceed the cost of capital, thereby enhancing
shareholder value at the corporate and/or business unit levels.
The Committee, where appropriate and when Value Added is
achieved, also considers in its decision to award any annual cash
bonus, the accomplishment of financial objectives as well as non-
financial performance.

The 1996 Short-Term Management Incentive Plan provides a
balance between the short-term financial goals and long-term
objectives of the Company. A corporate Value Added bonus was
paid for 1998 and each of the officers named in the Summary
Compensation Table received bonuses. In addition, certain
business units also met or exceeded their Value Added performance
objectives and officers specifically responsible for these
operations received bonuses.

Annual incentive compensation is targeted to the median of the
companies surveyed.

Long-Term Incentive Compensation
The 1997 Long-Term Incentive Plan was approved by shareholders
and gives the Committee the authority and discretion to award
stock options, restricted stock and performance share awards
(collectively referred to as "Awards") to the Company's key
employees. Awards are granted during the life of the Plan in line
with the Company's industry peer group and are designed to align
the interests of executives with those of the shareholders. Under
the 1997 Long-Term Incentive Plan, Awards were granted to the
Company's key employees including its officers. Current stock and
option holdings of the officers are not considered when Awards
are granted. Stock options have an exercise price equal to the
market price of the Common Stock on the date of grant and vest
over five years. Restricted stock may not be sold or transferred
for a period of three years and, as a general rule, the
restricted stock is forfeited if the recipient does not remain in
the employ of the Company during the entire three year term.
Performance share grants are awarded in the form of restricted
shares which may be forfeited or increased, with any increase
paid in cash, depending on the growth rate of earnings per share
during the three year measurement period. Performance share
grants related to the three year performance periods beginning in
1997 and 1998 will be forfeited unless a growth rate in earnings
per share of at least 12%, compounded annually, is achieved.
Performance share grants awarded in 1997 and 1998 will be
increased by 50% or 100% if growth rates of basic earnings per
common share of at least 15% or 18% respectively, compounded
annually, are achieved. This approach to long term incentives
was
designed to focus executives on the creation of shareholder value
over the long term since the full breadth of the compensation
package cannot be realized unless basic earnings per common share
and the price of Common Stock increase over a number of years.

CEO Compensation
The compensation of the CEO reflects the same elements as those
used in determining the compensation of other corporate officers.
The Committee also considers the leadership and effectiveness of
the CEO in offering direction and strategic planning for the
Company and in dealing with major corporate problems and
opportunities. The CEO's base salary in 1998 was increased in
conjunction with the Company's growth, the Company's progress in
executing its strategic plan and the overall improvement of the
Company's profitability and prospects for continued growth.

In accordance with the respective terms of the 1996 Short-Term
Management Incentive Plan, a bonus of $727,969 was paid for 1998.
During fiscal 1998, a performance share grant of 8,884 shares and
stock options for 65,000 shares were awarded to Mr. Meyer under
the 1997 Long-Term Incentive Plan. The stock option grant was
made on the basis of market practice as determined by independent
consultants, as described above.

The Personnel and Compensation Committee

James E. Perrella

Joseph A. Pichler

Joseph A. Steger

Harry C. Stonecipher

Summary Compensation Table

Annual Compensation(1) Long Term Compensation
Awards Payouts
Shares
Other Underlying
Annual Restricted Stock LTIP All Other
Name Principal Position Year Salary($) Bonus($) Comp.($) Stock($) Options(#) Payouts($) Comp.($)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D.J.Meyer Chief Executive Officer 1998 $699,970 $727,969 - $250,418(2) 65,000 $0 $0
Chief Executive Officer 1997 661,500 687,960 - 724,087(2) 60,000 0 0
Chief Executive Officer 1996 615,000 631,800 - 157,921 60,000 0 157,921(3)

H.J.Faig Group Vice President 1998 $298,870 $194,266 - $107,141(2) 24,000 $0 $0
Group Vice President 1997 280,100 161,069 - 305,698(2) 23,000 0 0
Group Vice President 1996 264,600 146,089 - 67,951 25,000 0 67,951(3)

A.L.Shaffer Group Vice President 1998 $298,870 $162,824 - $107,141(2) 24,000 $0 $0
Group Vice President 1997 280,100 182,065 - 305,698(2) 23,000 0 0
Group Vice President 1996 264,600 169,871 - 67,951 25,000 0 67,951(3)

R.D.Brown Chief Financial Officer 1998 $276,600 $179,790 - $ 95,781(2) 31,000 $0 $0
Chief Financial Officer 1997 245,800 159,770 - 269,420(2) 19,800 0 0
Chief Financial Officer 1996 226,800 145,600 - 58,250 25,000 0 58,250(3)

J.R.
Christie(4) Vice President 1998 $252,900 $ 97,538 - $ 90,482(2) 18,000 $0 $0
Vice President 1997 238,730 174,106 - 261,660(2) 14,400 0 0
_____________________________________________________________________________________________________________
</TABLE>

(1) Includes amounts earned in fiscal year.

(2) On February 7, 1997 and February 6, 1998, the Committee
made awards of performance share grants in the form of
restricted stock, pursuant to the 1997 Long-Term Incentive Plan
which stipulates certain performance targets be met during the
three year restriction period. Mr. Meyer was awarded 30,977
shares (1997) and 8,884 shares (1998); Mr. Faig was awarded
13,078 shares (1997) and 3,801 shares (1998); Mr. Shaffer was
awarded 13,078 shares (1997) and 3,801 shares (1998); Mr.
Brown was awarded 11,526 shares (1997) and 3,398 shares (1998);
and Mr. Christie was awarded 11,194 shares (1997) and 3,210
shares (1998). The values of these shares are based on the
closing prices of $23.375 for the 1997 award and $28.1875 for
the 1998 award (closing prices on the date of the grant).
Dividends are paid on the restricted shares at the same time
and the same rate as dividends paid to the shareholders on
unrestricted shares. The restricted stock will be forfeited
unless the compounded annual growth rate of the Company's basic
earnings per common share over the three year performance
period commencing January 1, 1997, for the 1997 grant, and
January 1, 1998, for the 1998 grant, is at least 12%. The
restricted stock grants awarded in 1997 and 1998 will be
increased by a cash payment equal to 50% or 100% of the value
of the associated restricted stock grant at the end of each
period, if growth rates of basic earnings per common share of
at least 15% or 18%, respectively, compounded annually, are
achieved. In the event that a change of control occurs during
the performance period, the restricted stock will be forfeited
but the executive will receive a cash payment in an amount
equal to 200% of the value of the restricted stock at the time
of the change of control.

(3) Represents aggregate market value of shares of Common Stock
of the Company awarded as a result of the achievement of the
performance goals specified in the Company's 1994 Long-Term
Incentive Plan. The shares are deferred until the earlier of
the officer's retirement or termination from the Company.
Aggregate market value is based on the closing price of $23.375
on February 7, 1997 (date of the grant)

(4) Mr. Christie was elected an officer of the Company on
February 7, 1997.

NOTE: The total number of restricted shares held by the listed
officers and the aggregate market value at the end of the
Company's fiscal year are as follows: Mr. Meyer held 52,197
shares valued at $1,004,792; Mr. Faig held 22,153 shares valued
at $426,445; Mr. Shaffer held 22,180 shares valued at $426,965;
Mr. Brown held 19,324 shares valued at $371,987; and Mr.
Christie held 18,709 shares valued at $360,148. Dividends are
paid on the restricted shares at the same time and the same
rate as dividends paid to the shareholders on unrestricted
shares. Aggregate market value is based on the closing price of
$19.25 at December 31, 1998.

Option/SAR Grants in Last Fiscal
Year

Number of % of Total
Securities Options
Underlying Granted to Grant Date
Options Employees in Exercise or Expiration Present
Name Granted(1)(#) Fiscal Year(2) Base Price(3)($/SH) Date Value(4)($)
____________ _____________ ______________ ________________________________________
<S> <C> <C> <C> <C> <C>

D.J.Meyer 65,000 10.44% $27.9062 2/06/08 $739,050
H.J.Faig 24,000 3.85 $27.9062 2/06/08 272,880
A.L.Shaffer 24,000 3.85 $27.9062 2/06/08 272,880
R.D.Brown 21,000 3.37 $27.9062 2/06/08 238,770
10,000 1.61 $22.4062 7/30/08 82,100
J.R. Christie 18,000 2.89 $27.9062 2/06/08 204,660

</TABLE>

(1) Up to 25% of each stock option grant may be exercised
beginning two years following the date of grant and an additional
25% may be exercised beginning in each subsequent year. The
purchase price per share of common stock covered by an option is
100% of the fair market value on the grant date. Options expire
10 years after date of the grant. In the event of a "change of
control" of the Company, all outstanding stock options become
immediately exercisable in full.
(2) Based on 622,700 options, net of 11,000 cancellations,
granted to all employees in 1998.
(3) Fair market value on the date of grant.
(4) Black-Scholes Assumption Disclosure:
The estimated grant date present value reflected in the above
table is determined using the Black-Scholes model. The material
assumptions and adjustments incorporated in the Black-Scholes
model in estimating the value of the options reflected in the
above table include the following:
- - An exercise price on the option of $27.9062 and/or $22.4062,
equal to the fair market value of the underlying stock on the
date of grant;
- - An option term of 10 years;
- - An interest rate of 5.57% (for the February 6, 1998 grants) and
5.46% (for the July 30, 1998 grant) that represents the interest
rate on a U.S. Treasury security on the date of grant with a
maturity date corresponding to that of the option term;
- - Volatility of 29.441% (for the February 6, 1998 grants) and
27.997% (for the July 30, 1998 grant) calculated using daily
stock prices for the one-year period prior to the grant date; and
- - Dividends at the rate of $0.48 per share representing the
annualized dividends paid with respect to a share of common
stock at the date of grant.
The ultimate values of the options will depend on the future
market price of the Company's stock, which cannot be forecast
with reasonable accuracy. The actual value, if any, an optionee
will realize upon exercise of an option will depend on the
excess of the market value of the Company's common stock over
the exercise price on the date the option is exercised.

Aggregated Option/SAR Exercises in Last Year
and Fiscal Year-End Option/SAR Values

Number of Securities Value(1) of
Number of Underlying Unexercised Options Unexercised, In-the-Money
Shares Acquired Value at Fiscal Year-End(#) Options Held at Fiscal Year-End ($)
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable($) Unexercisable($)
<S> <C> <C> <C> <C> <C> <C>

D.J.Meyer 14,968 $100,061 350,380 215,000 $1,176,717 $0
H.J.Faig 1,824 14,929 89,236 83,250 259,249 0
A.L.Shaffer 3,788 31,004 66,106 83,250 80,073 0
R.D.Brown 1,372 9,171 53,318 87,050 84,183 0
J.R.Christie 0 0 20,000 47,400 0 0
___________________________________________________________________________________________________________

(1) Based on a fair market value (average of high and low market
prices) of Common Stock on December 31, 1998 of $18.9062

</TABLE>

PERFORMANCE GRAPH
COMPARISON OF SEVEN-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN(*)
MILACRON INC., S&P 500, S&P 500 DIVERSIFIED MACHINERY INDEX

(GRAPH)

12/91 12/92 12/93 12/94 12/95 12/96 12/97 12/98
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Milacron Inc. 51.38 73.82 100 109.06 122.82 104.01 125.48 95.26
S&P 500 84.45 90.88 100 101.36 139.32 171.22 228.27 293.38
S&P 500 Div.Mach. 66.23 67.54 100 97.40 120.17 149.68 197.93 164.78

(*) Total return assumes reinvestment of dividends on a quarterly basis
and market returns are adjusted for spin-offs and other special dividends
for both the Company and the peer group companies.

</TABLE>

PROPOSAL TO APPROVE THE MILACRON INC. 1999 EMPLOYEE STOCK
PURCHASE PLAN

The Board of Directors has concluded that it is desirable
for the shareholders to adopt the Milacron Inc. 1999
Employee Stock Purchase Plan (the "Plan"). The Plan
provides a means by which all employees of the Company may
purchase Common Stock of the Company ("Common Stock")
through payroll deductions. The Company currently has
approximately 11,778 employees. The purpose of the Plan is
to encourage employees to acquire a proprietary interest in
the Company and further align their interests with those of
the other shareholders of the Company. For the Plan to be
effective, it must be approved by a majority of the
shareholders present, either in person or by proxy, and
entitled to vote.

A description of the Plan is outlined below. The full
text of the Plan appears as Exhibit A to this proxy
statement, and the following outline is qualified in its
entirety by reference to such text.

Purchase of Common Stock
Participants may purchase Common Stock through payroll
deductions during an offering period ("Offering Period").
An Offering Period shall extend for not less than one nor
more than two calendar quarters, as determined by the
Company's Benefit Plans Committee (the "Committee") prior to
the beginning of each Offering Period.

Purchase Price

The purchase price for each share of Common Stock shall be
a percentage, as determined from time to time by the
Committee, but in no event to be less than 85%, of the Fair
Market Value of such share on either (a) the first day of
the Offering Period (the "Offering Date"), or (b) the last
day of the Offering Period (the "Purchase Date"), whichever
is less ("Purchase Price"). For the first Offering Period,
the Committee has determined that the Purchase Price shall
be 100% of the Fair Market Value described in the preceding
sentence.

Payroll Deduction/Plan Accounts

On each payday the amount deducted from each Participant's
payroll will be credited to a Plan account ("Plan Account")
established for each Participant. On the Purchase Date, the
amount in the Plan Account will be used to purchase Common
Stock (including fractional shares).

Brokerage Fees

The Company shall bear all fees related to the purchase of
Common Stock, and issuance of share certificates.
Participants shall bear all fees related to the sale of
Common Stock purchased pursuant to this Plan.

Stock Retention Period/Registration of Shares

The Common Stock (including fractional shares) purchased
on behalf of a Participant will be registered in the name of
a custodian designated by the Company to hold the Plan
Accounts ("Nominee"). Participants may not sell Common
Stock purchased pursuant to the Plan for at least one year
following the Offering Date of the Offering Period in which
the Common Stock was purchased ("Stock Retention Period").
Stock certificates shall not be issued to Participants for
the Common Stock held on their behalf in the name of the
Nominee, but all rights of an owner of record of such Common
Stock, including, without limitation, voting and tendering
rights, shall belong to the Participant.

Cessation of Participation

A Participant may elect to cease active participation in
the Plan. In such event, all full shares of Common Stock
for which the Stock Retention Period has lapsed shall be
registered in such individual's name and an amount equal to
the Fair Market Value of any fractional share shall be paid
to the Participant in cash. Shares for which the Stock
Retention Period has not lapsed shall continue to be held in
the name of the Nominee until the end of the Stock Retention
Period or until the Participant's complete termination of
participation in the Plan. Any payroll deductions credited
to the individual's Plan Account shall be refunded without
interest. A Participant who elects to cease participation
in the Plan may not resume participation in the Plan until
after the expiration of one full Offering Period.

Effect of Termination of Employment/Termination of Plan

In the event of the termination of a Participant's
employment or the termination of the Plan, all full shares
of Common Stock for which the Stock Retention Period has
lapsed shall be registered in the individual's name and an
amount equal to the Fair Market Value of any fractional
share shall be paid to the individual in cash. Shares for
which the Stock Retention Period has not lapsed shall revert
to the Company and the Purchase Price for such shares shall
be paid to the individual in cash. Any payroll deductions
credited to the individual's Plan Account shall be refunded,
without interest.

Limitations

No Participant shall have a right to purchase shares of
Common Stock pursuant to the Plan if (a) such Participant
would own Common Stock possessing 5% or more of the voting
power or value of the Common Stock of the Company, or (b)
the rights of the Participant to purchase Common Stock
(determined at the Offering Date) under the Plan would
accrue at a rate that exceeds $25,000 for each calendar
year.

Amendment or Termination of the Plan

The Plan will become effective as of July 1, 1999, and
shall terminate on the earlier of (i) a date determined by
the Board of Directors, or (ii) the full use of the shares
reserved for grant pursuant to the Plan. The Board of
Directors may amend the Plan, but no amendment shall (i)
increase the number of shares of Common Stock that may be
issued pursuant to the Plan, or (ii) cause the Plan to fail
to meet the requirements of Section 423 of the Internal
Revenue Code of 1986, as amended.

Administration

The Plan is administered by the Committee. The Committee
has the authority to adopt rules and regulations for
carrying out the Plan, and to interpret, construe and
implement the provisions of the Plan.

Shares of Stock Subject to the Plan

The shares which may be delivered under the Plan may not
exceed an aggregate of 500,000 shares of Common Stock. The
deliverable Common Stock may be either authorized but
unissued shares of Common Stock or issued shares that have
been reacquired by the Company.

Participant's Rights Unsecured

The right of any Participant to receive a distribution of
amounts held in his or her Plan Account prior to the
purchase of shares under the provisions of the Plan shall be
an unsecured claim against the general assets of the
Company. The maintenance of Plan Accounts is for bookkeeping
purposes only. The Company is not obligated to acquire or
set aside any particular assets for the discharge of its
obligations, nor is any Participant to have any property
rights in any particular assets held by the Company, whether
or not held for the purpose of funding the Company's
obligations.

Income Tax Consequences

The Plan, and the right of Participants to make purchases
thereunder, is intended to qualify under the provisions of
Section 423 of the Internal Revenue Code of 1986, as
amended. Under these provisions, no income will be taxable
to a Participant until the shares purchased under the Plan
are sold or otherwise disposed of. Upon sale or other
disposition of the shares, the Participant will generally be
subject to tax and the amount of the tax will depend on the
holding period. If the shares are sold or otherwise
disposed of more than two years from the first day of the
Offering Period, the Participant will recognize ordinary
income measured as the lesser of (a) the excess of the fair
market value of the shares at the time of such sale or
disposition over the Purchase Price or (b) an amount equal
to the excess of the fair market value of the shares as of
the beginning of the Offering Period over the Purchase
Price. Any additional gain will be treated as long-term
capital gain. If the shares are sold or otherwise disposed
of before the expiration of this holding period, the
Participant will recognize ordinary income generally
measured as the excess of the fair market value of the
shares on the date the shares are purchased over the
Purchase Price. Any additional gain or any loss on such
sale or disposition will be long-term or short-term capital
gain or loss, depending on the period of time the shares
were owned. The Participant's tax basis in the shares will
be equal to the Purchase Price for the particular shares
increased by the amount taxable as ordinary income on the
sale or disposition of such shares. The Company is not
entitled to a deduction for amounts taxed as ordinary income
or capital gain to a Participant except to the extent of
ordinary income recognized by Participants upon a sale or
disposition of shares prior to the expiration of the above-
mentioned two-year holding period.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
PROPOSAL TO APPROVE THE MILACRON INC. 1999 EMPLOYEE STOCK
PURCHASE PLAN

INDEPENDENT AUDITORS

The Board of Directors has appointed Ernst & Young LLP as
independent auditors of the Company and its subsidiaries for
the fiscal year 1999.

While there is no legal requirement that the selection of
auditors be submitted to a vote of the shareholders, such
procedure has been recommended by the Board of Directors
because it believes that the selection of auditors is of
sufficient importance to justify shareholder ratification.
In the event that the shareholders do not confirm the
selection, the Board of Directors will reconsider its
selection. Confirmation of the appointment will require the
affirmative vote of the holders of shares of the Common
Stock and the Preferred Stock entitled to cast a majority of
the total number of votes represented by the shares of such
stock, voting together as a single class. Votes withheld as
well as broker non-votes will be counted toward the
establishment of quorum, but will have no effect on the
confirmation of the appointment of the auditors.

THE BOARD OF DIRECTORS RECOMMENDS THAT

THE SELECTION OF ERNST & YOUNG LLP BE CONFIRMED

SHAREHOLDER PROPOSALS FOR THE

2000 ANNUAL MEETING OF SHAREHOLDERS

In order for shareholder proposals for the 2000 Annual
Meeting of Shareholders to be eligible for inclusion in the
Company's proxy material, they must be received by the
Company at its principal office in Cincinnati, Ohio, prior
to November 26, 1999. If any shareholder who intends to
propose any other matter to be acted upon at the 2000 Annual
Meeting of Shareholders does not inform the Company of such
matter by February 9, 2000, the persons named as proxies for
the 2000 Annual Meeting of Shareholders will be permitted to
exercise discretionary authority to vote on such matter even
if the matter is not discussed in the proxy statement for
that meeting.

OTHER MATTERS

The Board of Directors does not intend to present any
other business at the meeting and knows of no other matters
which will be presented. No shareholder has informed the
Company of any intention to propose any other matter to be
acted upon at the meeting. However, if any other matters
come before the meeting, it is the intention of the persons
named as proxies to vote in accordance with their judgment
on such matters.

By order of the Board of Directors

MILACRON INC.

Hugh C. O'Donnell

Vice President, General Counsel and
Secretary

Cincinnati, Ohio

March 26, 1999

EXHIBIT A

MILACRON INC.

1999 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I

PURPOSE OF THE PLAN

The purpose of the Milacron Inc. 1999 Employee Stock
Purchase Plan (the "Plan") is to encourage employees to
acquire a proprietary interest in the Company and further
align their interests with those of the other shareholders
of the Company. The Plan is intended to qualify as an
"employee stock purchase plan" under Section 423 of the
Internal Revenue Code.

ARTICLE II

DEFINITIONS

Section 1. Wherever used in the Plan, the following
terms shall have the meanings indicated:

Board: The Board of Directors of the Company.

Code: The Internal Revenue Code of 1986, as amended.

Committee: The Benefit Plans Committee of the Company.

Common Stock: The common shares of the Company

Company: Milacron Inc.

Compensation: An Eligible Employee's annual components of
compensation which shall be as set forth in Exhibit A.

Dividend Date: The date on which a cash dividend on Common
Stock held by the Nominee is paid.

Eligible Employee: Any employee of the Company or a
Subsidiary.

Fair Market Value: With respect to shares of the Common
Stock, the average of the high and low quoted sale prices of
a share of Common Stock on the applicable Offering Date,
Purchase Date, Dividend Date or other date specified herein,
as the case may be, as reported on the New York Stock
Exchange Composite Transactions Tape; provided that (a) if
on such Offering Date, Dividend Date or any other date other
than the Purchase Date, there is no reported sale
transaction on the New York Stock Exchange Composite
Transactions Tape, Fair Market Value shall be determined on
the first subsequent date on which such a transaction shall
have occurred, and (b) if on such Purchase Date there is no
such transaction, Fair Market Value shall be determined on
the last preceding date on which such a transaction shall
have occurred.

Nominee: The custodian designated by the Company for the
Plan Accounts held hereunder.

Offering Date: The first day of each Offering Period.

Offering Period: With respect to each Participant, the
period of time for which Participants may elect to make
payroll deductions for the purpose of purchasing Common
Stock pursuant to this Plan.

Participant: An Eligible Employee who elects to participate
in the Plan on an Offering Date in accordance with the
provisions of the Plan. All Participants shall have the same
rights and privileges except as otherwise permitted by
Section 423 of the Code and the Plan.

Plan Account: The account established for each Participant
pursuant to the Plan.

Purchase Date: The last day of each Offering Period.

Purchase Price: The price at which Participants may
purchase shares of Common Stock in accordance with the Plan.

Stock Retention Period: The period relative to each
purchased share of Common Stock ending one year from the
first day of the Offering Period related to the share.

Subsidiary: A subsidiary corporation, as defined in Section
424 of the Code, which is designated by the Committee as a
Subsidiary for purposes of the Plan.

ARTICLE III

ADMINISTRATION

Section 1. The Plan shall be administered by the Benefit
Plans Committee of the Company. The Committee is authorized
to interpret the Plan and may from time to time adopt such
rules and regulations for carrying out the Plan as it deems
best. All determinations by the Committee shall be made by
the affirmative vote of a majority of its members, but any
determination reduced to writing and signed by a majority of
its members shall be fully effective as if it had been made
by a majority vote at a meeting duly called and held. All
determinations by the Committee pursuant to the provisions
of the Plan, and all related orders or resolutions of the
Committee shall be final, conclusive and binding on all
persons, including the Company and its shareholders and
Eligible Employees and Participants under the Plan.

ARTICLE IV

NUMBER OF SHARES TO BE OFFERED

Section 1. Subject to the provisions of Section 2 of this
Article IV, the maximum number of shares of Common Stock
which may be issued or allocated pursuant to the Plan shall
be 500,000.

Section 2. In the event of any dividend payable to
holders of Common Stock or any split or combination of
Common Stock, (a) the number of shares which may be issued
under this Plan shall be proportionately increased or
decreased, as the case may be, (b) the number of shares
(including shares subject to rights to purchase which have
not been exercised) thereafter deliverable shall be
proportionately increased or decreased, as the case may be,
and (c) the aggregate Purchase Price of shares shall not be
changed. In the event of any other recapitalization,
reorganization, extraordinary dividend or distribution or
restructuring transaction (including any distribution of
shares of stock of any Subsidiary or other property to
holders of shares of Common stock) affecting Common Stock,
the number of shares issuable under this Plan shall be
subject to such adjustment as the Committee or the Board may
deem appropriate, and the number of shares thereafter
deliverable (including shares subject to rights to purchase
which have not been exercised) and/or the Purchase Price
shall be subject to such adjustment as the Committee or the
Board may deem appropriate. In the event of a merger or
share exchange in which the Company will not survive as an
independent, publicly owned corporation, or in the event of
a consolidation or of a sale of all or substantially all of
the Company's assets, provision shall be made for the
protection and continuation of any outstanding rights to
purchase by the substitution, on an equitable basis, of such
shares of stock, other securities, cash, or any combination
thereof, as shall be appropriate.

ARTICLE V

DETERMINATION OF OFFERING PERIOD

Section 1. Prior to each Offering Period the Committee
shall determine the duration for the Offering Period by
determining the Offering Date and the Purchase Date. Each
Offering Period shall be not less than a calendar quarter
nor more than two calendar quarters.

ARTICLE VI

ELIGIBILITY AND PARTICIPATION

Section 1. An Eligible Employee may become a Participant
for the Offering Period commencing on such Offering Date by
filing with the office or offices designated by the
Committee an enrollment form prescribed by the Committee
authorizing payroll deductions not less than ten business
days prior to such Offering Date. The enrollment form must
be received by the office designated by the Committee not
later than ten business days prior to such Offering Date.
By enrolling in the Plan, a Participant shall be deemed to
elect to purchase the maximum number of shares (including
the right to fractional shares calculated to the fourth
decimal place) of Common Stock that can be purchased with
the amount of the Participant's Compensation which is
withheld during the Offering Period.

Section 2. A Participant shall automatically participate
in each successive Offering Period in accordance with the
Participant's enrollment form until the time of such
Participant's change of enrollment or withdrawal from the
Plan as hereinafter provided. A Participant shall not be
required to file any additional enrollment forms for any
such successive Offering Period in order to continue
participation in the Plan.

Section 3. Each Participant shall designate on the
enrollment form the percentage of Compensation which he or
she elects to have withheld for the purchase of Common
Stock, which may be any whole percentage of such
Participant's Compensation. The total amount of
Compensation withheld during any calendar year in accordance
with a Participant's election shall be subject to the
limitations set forth in Article IX. A Participant may
reduce (but not increase) the rate of payroll withholding
during an Offering Period by filing with the Committee a
form to be prescribed by it, at any time prior to the end of
such Offering Period for which such reduction is to be
effective. Not more than one reduction may be made in any
Offering Period unless otherwise determined by
nondiscriminatory rules adopted by the Committee. A
Participant may increase or decrease the rate of payroll
deduction for any subsequent Offering Period by filing, at
the appropriate office provided for in Section 1 of this
Article VI, a new authorization for payroll deductions not
less than ten business days prior to the Offering Date for
such subsequent Offering Period.

Section 4. The Purchase Price for each share of Common
Stock to be purchased under the Plan in respect of any
Offering Period shall be a percentage, as determined from
time to time by the Committee but in no event to be less
than 85%, of the Fair Market Value of such share on either
(a) the Offering Date in respect thereof or (b) the Purchase
Date in respect thereof, whichever is less.

Section 5. The aggregate Purchase Price shall be
accumulated throughout the Offering Period solely by payroll
deductions which shall be applied automatically to purchase
shares of Common Stock on the Purchase Date for such
Offering Period. Payroll deductions shall commence on the
first payday following the applicable Offering Date and
shall continue to the end of the Offering Period subject to
prior decrease, withdrawal or termination as provided in the
Plan.

Section 6. The Company will maintain a Plan Account on
its books in the name of each Participant. On each payday
the amount deducted from each Participant's Compensation
will be credited to such Participant's Plan Account and such
aggregate amount will be allocated among amounts to be used
to purchase Common Stock. No interest shall accrue on any
such payroll deductions. As of the Purchase Date with
respect to each Offering Period, the amount then in such
Plan Account shall be applied to the purchase of the number
of shares (including the right to fractional shares computed
to the fourth decimal place) determined by dividing such
amount by the Purchase Price.

Section 7. The Company shall bear all fees related to the
purchase of Common Stock, and issuance of share
certificates, pursuant to this Plan. Participants shall
bear all fees related to the sale of Common Stock purchased
pursuant to this Plan.

Section 8. The shares of Common Stock (including the
right to fractional shares) purchased on behalf of a
Participant shall initially be registered in the name of a
Nominee and remain in the name of the Nominee for the Stock
Retention Period and thereafter until otherwise requested by
the Participant. Stock certificates shall not be issued to
Participants for the Common Stock held on their behalf in
the name of the Nominee, but all rights accruing to an owner
of record of such Common Stock, including, without
limitation, voting and tendering rights, shall belong to the
Participant for whose account such Common Stock is held.

A Participant may elect, after the Stock Retention Period,
to have some or all of the full shares of Common Stock
previously purchased and registered in the name of the
Nominee on his or her behalf registered in the name of such
Participant by giving to the Company written notification of
such election that specifies the number of full shares (if
fewer than all) to be registered in the name of such
Participant. In such case, the number of full shares of
Common Stock held by the Nominee on behalf of such
Participant and so specified in the Participant's notice
shall be transferred to and registered in the name of such
Participant as soon as administratively practicable. In the
event such Participant requests certificates for only a
portion of the Participant's shares of Common Stock held by
the Nominee, unless otherwise indicated by the Participant
in the notification, certificates shall be provided on a
"First-in, First-out" basis.

Section 9. A Participant may elect to cease active
participation in the Plan at any time prior to the end of an
Offering Period by filing with the Committee a form to be
prescribed by it. In such event, all full shares of Common
Stock then held for his or her benefit by the Nominee for
which the Stock Retention Period has lapsed shall be
registered in such individual's name and an amount equal to
the Fair Market Value (determined as of the date of the
Company's receipt of notice from the Participant) of any
fractional share then held by the Nominee for the benefit of
such Participant shall be paid to such individual, in cash,
as soon as administratively practicable, and such individual
shall thereupon cease to own the right to any such
fractional share. Shares held in the name of the Nominee
shall continue to be held in the name of the Nominee until
the end of the Stock Retention Period or until the
Participant's complete termination of participation in the
Plan in accordance with Article VI. Any payroll deductions
credited to such individual's Plan Account shall be
refunded, without interest, to such individual. A
Participant who elects to cease participation in the Plan
may not resume participation in the Plan until after the
expiration of one full Offering Period (following the
Offering Period in which such cessation of participation
occurs). Thereafter, any such Participant may enroll in the
Plan by filing an enrollment form as provided in Section 1
of this Article VI.

Section 10. In the event that the aggregate number of
shares of Common Stock which all Participants elect to
purchase during an Offering Period shall exceed the number
of shares remaining available for issuance under the Plan,
the number of shares which each Participant shall become
entitled to purchase during such Offering Period shall be
determined by multiplying the number of shares available for
issuance by a fraction whose numerator shall be the number
of shares such Participant has elected to purchase and whose
denominator shall be the sum of the number of shares which
all Participants have elected to purchase. Any amounts
deducted from a Participant's Compensation in excess of the
amount that may be used to acquire shares of Common Stock
shall be refunded to the Participant as soon as practicable.

Section 11. By executing an enrollment form, a Participant
shall have authorized the Nominee to receive and collect all
cash dividends or other distributions paid with respect to
shares of Common Stock held on the Participant's behalf and
to use such funds to purchase additional shares of Common
Stock, including the right to fractional shares, on behalf
of the Participant, that could be purchased by dividing the
amount of such dividend or other distribution by the Fair
Market Value of Common Stock giving rise to the distribution
on the Dividend Date. The cash value of any distribution in
property shall be determined by the Committee. Any stock
dividend on shares of Common Stock shall be held by the
Nominee for the benefit of the Participant on whose behalf
the shares of Common Stock giving rise to the dividend are
held. The Nominee shall distribute to any Participant, as
soon as practical, any dividends received on shares of
Common Stock, if the maximum share limitations set forth in
Section 1 of Article IV prevent further issuances of such
shares. A Participant who elects to hold shares of Common
Stock previously registered in the name of the Nominee in
his or her own name will cease to have the benefit of this
Section 11 with respect to such shares when they are
registered in his or her own name.

Section 12. Each Participant is entitled to direct the
Nominee as to the manner in which any Common Stock held by
the Nominee on behalf of such Participant is to be voted.
Participants may vote fractional shares credited to their
Plan Accounts. The combined fractional shares shall be voted
to the extent possible to reflect the directions of the
Participants holding fractional shares.

Each Participant (or, in the event of his or her death,
his or her beneficiary) is entitled to direct the Nominee in
writing as to the manner in which the Nominee shall respond
to a tender or exchange offer with respect to full shares of
such Common Stock, and the Nominee shall respond in
accordance with such directions. If the Nominee shall not
have received timely written directions as to the response
to such offer, the Nominee shall not tender or exchange any
Common Stock allocated to such Plan Accounts.

ARTICLE VII

EFFECT OF TERMINATION OF EMPLOYMENT

Section 1. In the event of the termination of a
Participant's employment for any reason, including
retirement or death, or the failure of a Participant to
remain an Eligible Employee, all full shares of Common Stock
then held for his or her benefit by the Nominee for which
the Stock Retention Period has lapsed shall be registered in
such individual's name and an amount equal to the Fair
Market Value (determined as of the date of the termination
of employment) of any fractional share then held by the
Nominee for the benefit of such Participant shall be paid to
such individual, in cash, as soon as administratively
practicable, and such individual shall thereupon cease to
own the right to any such fractional share. Shares held by
the Nominee for which the Stock Retention Period has not
expired shall revert to the Company and the Purchase Price
for such shares shall be paid to such individual in cash.
Any payroll deductions credited to such individual's Plan
Account shall be refunded, without interest, to such
individual. In the event of a Participant's death, payment
hereunder shall be made to his or her beneficiary as
designated on a form prescribed by the Committee or, in the
absence of a valid beneficiary designation, to his or her
estate. A transfer by a Participant from the Company to a
Subsidiary, from one Subsidiary to another, or from a
Subsidiary to the Company shall not be considered to be a
termination of employment.

ARTICLE VIII

RIGHTS NOT TRANSFERABLE

Section 1. The rights and interests of any Participant in
the Plan, including any right to purchase shares of Common
Stock, or in any Common Stock or moneys to which he or she
may be entitled under the Plan shall not be transferable
otherwise than by will or the applicable laws of descent and
distribution and any such right to purchase shall be
exercisable, only during the lifetime of such Participant,
and then only by such Participant. If a Participant shall
in any manner attempt to transfer, assign or otherwise
encumber his or her rights or interest under the Plan, other
than by will, such attempt shall be deemed to constitute a
cessation of participation in the Plan and the provisions
included in Section 9 of Article VI shall apply.

ARTICLE IX

LIMITATION ON STOCK OWNERSHIP

Section 1. Notwithstanding any provision herein to the
contrary, no Participant shall have a right to purchase
shares of Common Stock pursuant to the Plan if (a) such
Participant, immediately after electing to purchase such
shares, would own Common Stock possessing 5% or more of the
total combined voting power or value of all classes of stock
of the Company or of any Subsidiary, or (b) the rights of
such Participant to purchase Common Stock under the Plan
would accrue at a rate that exceeds $25,000 of Fair Market
Value of such Common Stock (determined at the time or times
such rights are granted) for each calendar year for which
such rights are outstanding at any time. For purposes of
the foregoing clause (a), ownership of Common Stock shall be
determined by the attribution rules of Section 424(d) of the
Code and Participants shall be considered to own any Common
Stock which they have a right to purchase under the Plan or
any other stock option or purchase plan.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 1. Nothing in the Plan shall be construed to give
any Eligible Employee or Participant the right to be
retained in the employ of the Company or a Subsidiary or to
affect the right of the Company or any Subsidiary or a
Participant to terminate such employment at any time with or
without cause.

Section 2. A Participant shall have no rights as a
shareholder with respect to Common Stock which he or she may
have a right to purchase under the Plan until the date such
shares are registered in the name of a Nominee on behalf of
such Participant.

Section 3. Each right to purchase shares of Common Stock
under the Plan shall be subject to the requirement that if
at any time the Committee shall determine that the listing,
registration or qualification of such right to purchase or
the shares of any class of Common Stock subject thereto upon
any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in
connection with, such right to purchase or the issue of any
class of Common Stock pursuant thereto, then, anything in
the Plan to the contrary notwithstanding, no such right to
purchase may be exercised in whole or in part, and no shares
of such class of Common Stock shall be issued, unless such
listing, registration, qualification, consent or approval
shall have been effected or obtained free from any
conditions not reasonably acceptable to the Committee.

Section 4. All instruments evidencing participation in
the Plan shall be in such form, consistent with the Plan and
any applicable determinations or other actions of the
Committee and the Board, as the Company shall determine.

Section 5. The Committee may establish appropriate
procedures with a view toward obtaining information
regarding any disqualifying disposition by any person of
shares of Common Stock which may make available to the
Company a tax deduction in respect of such disposition.

ARTICLE XI

AMENDMENT OR TERMINATION OF THE PLAN

Section 1. The Plan becomes effective as of July 1, 1999,
and shall terminate on the earlier of (i) a date determined
by the Board of Directors, or (ii) the full use of the
shares reserved for grant pursuant to the Plan, provided
however, that the Plan shall be null and void unless
approved at the 1999 annual meeting of the shareholders of
the Company.

Section 2. The Board may, at any time and from time to
time, amend (including, but not limited to, amendments to
the Plan to increase the Purchase Price described in Section
4 of Article VI), modify or terminate the Plan, but no such
amendment or modification without the approval of the
shareholders shall:

(a) increase the maximum number (determined as provided
in the Plan) of shares of any class of Common Stock which
may be issued pursuant to the Plan; or,

(b) cause the Plan to fail to meet the requirements of
an "employee stock purchase plan" under Section 423 of the
Code.

Section 3. Upon the termination of the Plan, any full
shares of Common Stock purchased for the benefit of any
Participant under the Plan which are registered in the name
of the Nominee shall be transferred to and registered in the
name of each such Participant as soon as administratively
practicable. Each such Participant shall receive a cash
payment in lieu of fractional shares equal to the Fair
Market Value of any fractional shares of Common Stock held
by the Nominee on the date of the termination of the Plan
for the benefit of such Participant. In addition, all
payroll deductions credited to such Participant's Plan
Account shall be returned to such Participant in cash,
without interest, and future payroll deductions shall cease.

APPENDIX I

MILACRON INC. PROXY FOR PREFERRED STOCK ONLY
4701 Marburg Avenue This proxy is solicited on
Cincinnati, Ohio 45209 behalf of the Board of
Directors

Proxy for Annual Meeting of Shareholders To be Held April 27,
1999

Darryl F. Allen, Harry A. Hammerly and Joseph A. Steger (each with
power to act alone and power of substitution) are hereby
authorized to represent and to vote all the shares of stock held
of record by the undersigned at the Annual Meeting of Shareholders
to be held April 27, 1999, and any adjournment thereof, on all
business that may properly come before the meeting, including the
election of directors, the confirmation of the appointment of
auditors and the approval of the Milacron Inc. 1999 Employee Stock
Purchase Plan.

Continued and to be signed on reverse

This proxy when properly executed will be voted as directed by the
undersigned shareholder. If no direction is made, this proxy will
be voted "FOR" all the nominees for director listed in Item (1)
below,"FOR" Item (2) below and "FOR" Item (3) below.

1.-Election of Directors
FOR all nominees WITHHOLD NOMINEES: N.A.Armstrong,
(except as marked to AUTHORITY for all B.H. Franklin, J.A.Pichler
the contrary) nominees and D.L. Burner (3 year term).
(To withhold authority to
vote for any individual
nominee, write that
nominee's name on the
space provided below.)

______________________

2.-Confirm appointment of Ernst & Young LLP
as independent auditors

FOR AGAINST ABSTAIN

3.-Approve the Milacron Inc. 1999 Employee Stock Purchase Plan

FOR AGAINST ABSTAIN
Dated: .................1999

............................
Signature of Shareholder

............................
Signature of Shareholder
(if held jointly)

When signing as attorney,
executor, administrator,
trustee, or guardian, please
give your full title as such.
A proxy for shares held jointly
by two or more persons should
be signed by all.

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ACCOMPANYING ENVELOPE.

MILACRON INC.

Voting Direction for Annual Meeting of Shareholders to be held April 27, 1999

To: Putnam Fiduciary Trust Company, Trustee

As a Participant in the Milacron Performance Dividend and Savings
Plan, I hereby direct Putnam Fiduciary Trust Company, Trustee,
to exercise the votes attributable to the shares of common stock
allocated to my account in accordance with my directions on the
reverse side, at the Annual Meeting of Shareholders to be held
April 27, 1999, and any adjournment thereof, on all business that
may properly come before the meeting, including the election of
directors, the confirmation of the appointment of auditors and
approval of the Milacron Inc.
1999 Employee Stock Purchase Plan.

Continued, and to be signed and dated on reverse side

This voting direction card, when properly executed will be voted Please X
as directed by the undersigned participant. If no direction is mark your
made, this direction card will be voted "FOR" all the nominees votes as
for director listed in Item (1) below, "FOR" Item (2) below indicated
and "FOR" Item (3) below. in this
example

VOTES

1.-Election of Directors NOMINEES: N.A.Armstrong,
B.H. Franklin, J.A. Pichler
and D.L. Burner (3-year term).
FOR all nominees WITHHOLD
(except as marked AUTHORITY for (To withhold authority to
to the contrary) all nominees vote for any individual
nominee, write that
nominee's name on the space
provided below.)

____________________________

2.-Confirm appointment of Ernst & Young
LLP as independent auditors.

FOR AGAINST ABSTAIN

3.-Approve the Milacron Inc. 1999 Employee Stock Purchase Plan

FOR AGAINST ABSTAIN

Dated:................., 1999

..............................
Signature of Participant

..............................
Please sign your name exactly as
it appears hereon.

PLEASE COMPLETE, DATE, SIGN, AND RETURN
IN THE ENCLOSED POSTAGE-PAID ENVELOPE

MILACRON INC. PROXY
4701 Marburg Avenue This proxy is solicited on behalf of
Cincinnati, Ohio 45209 the Board of Directors

Proxy for Annual Meeting of Shareholders To Be Held April 27, 1999

Darryl F. Allen, Harry A. Hammerly and Joseph A. Steger (each with
power to act alone and power of substitution) are hereby
authorized to represent and to vote all the shares of stock held
of record by the undersigned at the Annual Meeting of Shareholders
to be held April 27, 1999, and any adjournment thereof, on all
business that may properly come before the meeting, including the
election of directors, the confirmation of the appointment of
auditors and approval of the Milacron Inc. 1999 Employee Stock
Purchase Plan.

(Continued and to be signed on reverse side)

This proxy when properly executed will be voted as directed by Please X
the undersigned participant. If no direction is made, this proxy mark your
will be voted "FOR" all the nominees for director listed in Item votes as
(1) below, "FOR" Item (2) below and "FOR" Item (3) below. indicated
in this
example

VOTES

1.-Election of Directors NOMINEES: N.A. Armstrong,
FOR all nominees WITHHOLD B.H. Franklin,
(except as marked AUTHORITY for J.A. Pichler and
to the contrary) all nominees D.L. Burner (3-year term).
(To withhold
authority to vote for any
individual nominee,
write that nominee's
name on the space
provided below.)

__________________

2.-Confirm appointment of Ernst & Young
LLP as independent auditors.

FOR AGAINST ABSTAIN

3.-Approve the Milacron Inc. 1999 Employee Stock Purchase Plan

FOR AGAINST ABSTAIN

Dated:.................., 1999

..............................
Signature of Shareholder

..............................
Signature of Shareholder
(if held jointly)

Please sign your name exactly as
it appears hereon. When signing
as attorney, executor, administrator,
trustee or guardian, please give
your full title as such. If a
corporation, please sign in full
corporate name by authorized
officer. If a partnership, please
sign in partnership name by
authorized person. A proxy for
shares held jointly by two or more
persons should be signed by all.

PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED
POSTAGE-PAID ENVELOPE

MILACRON INC. PROXY
4701 Marburg Avenue This proxy is solicited on behalf of
Cincinnati, Ohio 45209 the Board of Directors

Proxy for Annual Meeting of Shareholders To Be Held April 27, 1999

Darryl F. Allen, Harry A. Hammerly and Joseph A. Steger (each with
power to act alone and power of substitution) are hereby
authorized to represent and to vote all the shares of stock held
of record by the undersigned at the Annual Meeting of Shareholders
to be held April 27, 1999, and any adjournment thereof, on all
business that may properly come before the meeting, including the
election of directors, the confirmation of the appointment of
auditors and approval of the Milacron Inc. 1999 Employee Stock
Purchase Plan.

IMPORTANT VOTING INSTRUCTIONS: A shareholder who has been a
continuous beneficial owner since February 1, 1996 is entitled to
ten votes for each such share PROVIDED the following certification
is completed. By signing, the undersigned: (A) instructs that this
proxy be voted as marked and (B) certifies that beneficial
ownership of Common Shares has been continuous as follows:

Date Shares Acquired Number of Shares
Prior to February 2, 1996 ________________
After February 1, 1996 ________________
TOTAL SHARES ________________
________________

If no certification is made, it will be deemed that beneficial
ownership of all Common Shares occurred after February 1, 1996.

(Continued and to be signed on reverse side)

1.-Election of Directors NOMINEES: N.A.Armstrong,
FOR all nominees WITHHOLD B.H.Franklin,
(except as marked AUTHORITY for J.A.Pichler and
to the contrary) all nominees D.L.Burner (3-year
term).
(To withhold
authority to vote for any
individual nominee,
write that nominee's
name on the space
provided below.)

__________________________

2.-Confirm appointment of Ernst & Young
LLP as independent auditors.

FOR AGAINST ABSTAIN

3.-Approve the Milacron Inc. 1999 Employee Stock Purchase Plan

FOR AGAINST ABSTAIN

Dated:....................., 1999

.................................
Signature of Shareholder

.................................
Signature of Shareholder
(if held jointly)
Please sign your name exactly as
it appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give
your full title as such. If a
corporation, please sign in full
corporate name by authorized
officer. If a partnership, please
sign in partnership name by
authorized person. A proxy for
shares held jointly by two or more
persons should be signed by all.

PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE

MILACRON INC.

Voting Direction for Annual Meeting of Shareholders to be held April 27, 1999

To: Vanguard Fiduciary Trust Company, Trustee

As a Participant in the Aeroquip-Vickers Savings and Profit
Sharing Plan, I hereby direct Vanguard Fiduciary Trust Company,
Trustee, to exercise the votes attributable to the shares of
common stock allocated to my account in accordance with my
directions on the reverse side, at the Annual Meeting of
Shareholders to be held April 27, 1999, and any adjournment
thereof, on all business that may properly come before the
meeting, including the election of directors, the confirmation of
the appointment of auditors and approval of the Milacron Inc. 1999
Employee Stock Purchase Plan.

Continued, and to be signed and dated on reverse side

This voting direction card when properly executed will be voted Please X
as directed by the undersigned participant. If no direction is mark your
made, this direction card will be voted "FOR" all the nominees votes as
for director listed in Item (1) below, "FOR" Item (2) below and indicated
"FOR" Item (3) below. in this
example
VOTES

1.-Election of Directors NOMINEES: N.A.Armstong,
FOR all nominees WITHHOLD B.H.Franklin,
(except as marked AUTHORITY for J.A.Pichler and
to the contrary) all nominees D.L.Burner (3-year
term).
(To withhold
authority to vote for any
individual nominee,
write that nominee's
name on the space
provided below.)

__________________________

2.-Confirm appointment of Ernst & Young
LLP as independent auditors.

FOR AGAINST ABSTAIN

3.-Approve the Milacron Inc. 1999 Employee Stock Purchase Plan

FOR AGAINST ABSTAIN

Dated:....................., 1999

.................................
Signature of Participant

.................................

Please sign your name exactly as
it appears hereon.

PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE

APPENDIX II
GRAPHIC AND IMAGE MATERIAL
The following graphic and image material appear
in the registrant's Proxy Statement in the sections designated:

ELECTION OF DIRECTORS
A photo of each director appears to the left of the printed
information about that individual.