Exhibit 3.1


                     RESTATED CERTIFICATE OF INCORPORATION

                                      of

                                 MILACRON INC.



     Milacron Inc., a corporation organized and existing under the laws of the
State of Delaware (originally incorporated under the name Cincinnati Milacron
Holdings, Inc. on March 18, 1983), hereby certifies as follows:


     FIRST: The name of the corporation (hereinafter referred to as the
Company) is Milacron Inc.

     SECOND: The address of the Company's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE
19801, County of New Castle. The name of the Company's registered agent at
such address is The Corporation Trust Company.

     THIRD: The purpose of the Company is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH: The total number of shares of all classes of stock which the
Company shall have authority to issue is 60,060,000, consisting of (1) 60,000
shares of 4% Cumulative Preferred Stock, par value $100 per share (hereinafter
referred to as the Preferred Stock), (2) 10,000,000 shares of Serial
Preference Stock, par value $1.00 per share (hereinafter referred to as the
Serial Preference Stock) and (3) 50,000,000 shares of Common Stock, par value
$1.00 per share (hereinafter referred to as the Common Stock).

     The following is a statement of the designation and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, in respect of the Preferred Stock and the Common Stock and the
designations and the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, in respect of the Serial Preference
Stock, which the Board of Directors is herein authorized to fix.

SECTION A: PROVISIONS RELATING TO PREFERRED STOCK

     I. Out of the net assets of the Company legally available for dividends,
the holders of Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors, dividends in cash at the rate of 4% per
annum upon the par value thereof, and no more, payable quarterly on the first
days of March, June, September and December in each year (the quarterly
periods commencing on the first days of such months, respectively, being
herein designated as dividend periods), from March 1, 1983, before (subject to
the provisions of paragraphs II and V of this Section A) any sum or sums shall
be set aside for or applied to the purchase or redemption of Preferred Stock,
and before any dividends shall be declared or paid upon or set apart for, or
any other



distribution shall be ordered or made in respect of Serial Preference Stock or
Common Stock, and before any Serial Preference Stock or Common Stock shall be
purchased, redeemed or otherwise acquired by the Company; and such dividends
shall be cumulative (whether or not in any dividend period or periods there
shall be net assets of the Company legally available for the payment of such
dividends), so that if at any time dividends upon all the outstanding
Preferred Stock at the rate of 4% per annum upon the par value thereof from
March 1, 1983, to the end of the then current dividend period shall not have
been paid or declared and a sum sufficient for the payment thereof set apart
for such payment, then (subject to the provisions of paragraphs II and V of
this Section A) the amount of the deficiency shall be fully paid, but without
interest, or dividends in such amount declared and a sum sufficient for the
payment thereof set apart for such payment, before any sum or sums shall be
set aside for or applied to the purchase or redemption of Preferred Stock, and
before any dividends shall be declared or paid upon or set apart for, or any
other distribution shall be ordered or made in respect of, Serial Preference
Stock, or Common Stock, and before any Serial Preference Stock or Common Stock
shall be purchased, redeemed, or otherwise acquired by the Company.

     II. Out of any remaining net assets of the Company legally available for
dividends after or concurrently with making payment of full dividends upon
Preferred Stock then outstanding at the rate of 4% per annum upon the par
value thereof for all past dividend periods, and after or concurrently with
making payment of, or declaring and setting apart for payment, full dividends
at said rate on all Preferred Stock then outstanding to the end of the then
current dividend period, then, and not otherwise, the holders of Serial
Preference Stock and Common Stock shall, subject to the provisions hereof, be
entitled to receive such dividends as may from time to time be declared by the
Board of Directors; provided, however, that if at any time full dividends upon
all Preferred Stock then outstanding at the rate of 4% per annum upon the par
value thereof shall have been paid for all past dividend periods and declared
and set apart for payment for the current dividend period, dividends on the
Serial Preference Stock and (subject to the provisions of Section B of this
Article FOURTH) the Common Stock, payable in the next succeeding dividend
period, may be declared by the Board of Directors and, when so declared, may
be paid in the next succeeding dividend period, notwithstanding any
restriction hereinabove in paragraph I of this Section A or in this paragraph
II set forth; and provided further that, so long as any Preferred Stock shall
be outstanding, in no event shall any dividends whatsoever, whether in cash,
shares or otherwise (other than dividends payable in Serial Preference Stock
or Common Stock), be declared or paid upon or set apart for, or any other
distribution be ordered to be made in respect of, Serial Preference Stock or
Common Stock, or any expenditures be made by the Company for the purchase,
redemption, retirement or other acquisition of any Serial Preference Stock or
Common Stock, if at the time such dividend is so declared or such distribution
is so ordered or such expenditures are so made:

     (1) consolidated net current assets remaining after deducting the amount
of such dividend or distribution or expenditure would be less than $100 for
each share of Preferred Stock outstanding; or



     (2) consolidated net tangible assets remaining after deducting the amount
of such dividend or distribution or expenditure would be less than $200 for
each share of Preferred Stock outstanding.

     III. The Preferred Stock shall be preferred as to both earnings and
assets over the Serial Preference Stock and the Common Stock and, in the event
of any voluntary or involuntary liquidation or dissolution or winding up of
the Company or any sale of all or substantially all of its assets, the holders
of Preferred Stock shall be entitled to receive out of the assets of the
Company available for distribution to its shareholders, whether from capital,
surplus or earnings, an amount equal to $100 per share, if such liquidation,
dissolution, winding up or sale be involuntary, and, if voluntary, an amount
equal to $105 per share, in each case plus an amount equal to all dividends
accrued or in arrears thereon to the date of distribution, for every share of
their holdings of Preferred Stock, before any distribution of assets shall be
made to the holders of Serial Preference Stock or Common Stock, and the
holders of Serial Preference Stock and Common Stock shall be entitled, to the
exclusion of the holders of Preferred Stock, to share in all the assets of the
Company then remaining, in accordance with the provisions of Section B hereof.
If upon any such voluntary or involuntary liquidation or dissolution, winding
up or sale, the assets thus distributable among the holders of Preferred Stock
shall be insufficient to permit the payment to such holders of Preferred Stock
of the preferential amounts aforesaid, then the entire assets of the Company
to be distributed shall be distributed ratably among the holders of Preferred
Stock according to the amounts which they respectively would be entitled to
receive if such assets available for distribution as aforesaid were sufficient
to permit the payment in full of said sums. No merger or consolidation of the
Company with or into another corporation organized under the laws of the State
of Delaware or any other state and no merger or consolidation of any such
other corporation into the Company, which shall not in fact result in the
liquidation of the enterprise and the distribution of assets to shareholders,
shall be deemed to be a liquidation, dissolution, or winding up of the Company
or sale of aforesaid.

     IV. The term "dividends accrued or in arrears" whenever used in this
Section A with reference to the Preferred Stock shall be deemed to mean
(whether or not in any dividend period or in any part thereof in respect of
which such term is used there shall have been net assets of the Company
legally available for the payment of such dividends) that amount which shall
be equal to dividends in cash at the rate of 4% per annum upon the par value
thereof from March 1, 1983, to the date as of which dividends accrued or in
arrears are or are to be determined for such shares (including an amount equal
to the dividend at such rate for the elapsed portion of the current dividend
period) less the amount of all dividends paid upon such shares, or deemed to
have been paid on such shares in accordance with the provisions of the
following sentence. In the event of the issuance of additional Preferred Stock
(unless such additional shares have been classified into a new series pursuant
to paragraph IX of this Section A), all dividends paid on Preferred Stock
outstanding prior to the issuance of such additional Preferred Stock and all
dividends declared and payable to the holders of Preferred Stock of record on
any date prior to such additional issue shall be deemed to have been paid on
the additional Preferred Stock so issued.



     V. The Preferred Stock, or any part thereof, at any time outstanding may
be redeemed by the Company at its election expressed by resolution of the
Board of Directors, at any time or from time to time, upon not less than 30
days nor more than 60 days previous notice to the holders of record of the
Preferred Stock to be redeemed, mailed to the holders of the Preferred Stock
to be redeemed, at their respective addresses as the same shall appear on the
books of the Company, at the redemption price of $105 per share plus all
dividends accrued or in arrears thereon to the date fixed in such notice as
the date of redemption; provided, however, that less than all Preferred Stock
at the time outstanding may be redeemed only after or concurrently with making
payment of all dividends accrued or in arrears upon all Preferred Stock then
outstanding for all past dividend periods and after or concurrently with
making payment of, or declaring and setting apart for payment, full dividends
on all Preferred Stock then outstanding (other than the shares to be redeemed)
to the end of the then current dividend period. If less than all the
outstanding Preferred Stock is to be redeemed, the redemption may be made
either by lot or pro rata in such manner as may be determined or prescribed by
resolution of the Board of Directors, or may be limited to fractional shares,
if any, outstanding. From and after the date fixed in any such notice as the
date of redemption (unless default shall be made by the Company in providing
monies for the payment of the redemption price pursuant to such notice), or,
if the Company shall so elect, from and after a date (hereinafter called the
date of deposit and which shall be prior to the date fixed as the date of
redemption) on which the Company shall provide monies for the payment of the
redemption price by depositing the amount thereof for account of the holders
of Preferred Stock entitled thereto with a bank or trust company doing
business either in the City of Cincinnati in the State of Ohio or in the
Borough of Manhattan in the City and State of New York, and having a capital
and surplus of at least $5,000,000 pursuant to notice of such election
included in the notice of redemption specifying the date on which such deposit
will be made, all dividends on Preferred Stock thereby called for redemption
shall cease to accrue and all rights of the holders thereof as shareholders of
the Company, except the right to receive the redemption price as herein
provided, shall cease and terminate. After the deposit of such amount with
such bank and trust company, the respective holders of record of Preferred
Stock to be redeemed shall be entitled to receive the redemption price at any
time upon the actual delivery to such bank or trust company of certificates
for the shares to be redeemed properly stamped from transfer (if required) and
duly endorsed in blank or accompanied by proper instruments of assignment and
transfer thereof duly endorsed in blank. Any monies so deposited which shall
remain unclaimed by the holders of Preferred Stock called for redemption at
the end of six years after the redemption date, together with any interest
thereon which shall be allowed by the bank or trust company with which the
deposit shall have been made, shall be paid by such bank or trust company to
the Company.

     VI. Subject to the provisions of the By-laws of the Company, as from time
to time amended, with respect to the closing of the transfer books or the
fixing of a record date for the determination of shareholders entitled to
vote, at each meeting of the shareholders each holder of record of Preferred
Stock shall be entitled to 24 votes for each such share of Preferred Stock
held by him, each holder of record of Common Stock shall be entitled to one
vote for each such share of Common Stock held by him, as provided in Section
C, and each holder of record of Serial Preference Stock of each series



shall be entitled to the number of votes, if any, as he may be entitled to in
accordance with the resolution or resolutions adopted by the Board of
Directors in accordance with the provisions of paragraph II of Section B of
this Article FOURTH providing for the issuance of such series; provided,
however, that anything herein contained to the contrary notwithstanding, the
holders of Preferred Stock shall also have the additional rights hereinafter
in this paragraph VI set forth, to which additional rights the aforesaid
voting rights of the holders of Serial Preference Stock and Common Stock shall
be subject. Except as may otherwise be required by law, by this Article FOURTH
or by resolutions adopted by the Board of Directors in accordance with the
provisions of paragraph II of Section B, the holders of record of Common
Stock, Preferred Stock and Serial Preference Stock shall vote together as a
single class. If at any time dividends accrued or in arrears upon Preferred
Stock then outstanding shall amount to $4 per share or more, a default in
preferred dividends, for the purposes of this paragraph VI, shall be deemed to
have occurred; and, having so occurred, such default in preferred dividends
shall be deemed to exist thereafter until, but only until, all dividends
accrued or in arrears on all Preferred Stock then outstanding shall have been
paid to the end of the last preceding dividend period and the full dividend
thereon to the end of the then current dividend period shall have been paid or
declared and a sum sufficient for the payment thereof set apart for such
payment. If and whenever a default in preferred dividends shall exist, then at
the next annual meeting of shareholders of the Company for the election of
directors (unless at the time of such meeting such default in preferred
dividends shall no longer exist) and at each other meeting annual or special,
for the election of directors, held thereafter and during the existence of
such default in preferred dividends, the holders of the outstanding Preferred
Stock, voting separately as a class, shall have the right, at each such
meeting at which at least 35% of the outstanding Preferred Stock is
represented (but not otherwise), to elect one-third of the members of the
Board of Directors to be elected, but if the number of directors to be elected
when divided by three shall result in a fraction, such fraction shall be
disregarded if less than one-half and shall be increased to one if more than
one-half. The right to elect one-third of the number of directors to be
elected shall be in addition to the right of the holders of the outstanding
Preferred Stock to vote with the holders of Serial Preference Stock and Common
Stock in the election of the remaining directors of the Company. If, during
the existence of a default entitling the holders of Preferred Stock to elect
one-third of the directors, any annual meeting of shareholders is not held
when and as required by the By-laws of the Company, a special meeting of the
shareholders for the purpose of electing directors may be called by the
holders of record of at least 10% of the Preferred Stock outstanding. Any
director elected by the holders of Preferred Stock, voting as a class pursuant
to the aforesaid right, shall continue to serve as such director for the full
term for which he shall have been elected, notwithstanding that prior to the
end of such term the default in preferred dividends which permitted his
election by the holders of Preferred Stock shall cease to exist. If, prior to
the end of the term of any director so elected by the holders of Preferred
Stock, a vacancy in the office of such director shall occur by reason of the
death, resignation, removal or disability of such director, or for any other
cause, such vacancy shall be filled for the unexpired term in the manner
provided in the By-laws of the Company.



     VII. Anything contained herein or in the By-laws of the Company to the
contrary notwithstanding, so long as any Preferred Stock shall be outstanding
the Company shall not, without the consent, given by resolution adopted at a
meeting duly called for that purpose, or if permitted by law, given in
writing, of the holders of at least two-thirds of the Preferred Stock at the
time outstanding,

     (1) amend, alter or repeal any of the terms and provisions of the
outstanding Preferred Stock in any material respect prejudicial to the holders
thereof; or

     (2) increase the authorized amount of Preferred Stock or authorize any
new class of stock having preference over, or being on a parity with, the
Preferred Stock as to dividends or assets, or create any obligation or
security of the Company directly or indirectly convertible into or
exchangeable for shares of any class having preference over, or being on a
parity with, the Preferred Stock as to dividends or assets; or

     (3) sell or transfer all or substantially all of its assets or merge into
or consolidate with any other corporation or merge or consolidate any such
other corporation (except a wholly-owned subsidiary) into the Company.

     VIII. As used in this Section A:

     The term "funded debt" shall mean any debt maturing by its terms more
than one year from the date thereof, and shall include all such debt created,
assumed or guaranteed by the Company or any subsidiary. If the terms of any
debt shall include an option on the part of the Company or the subsidiary to
extend (by way of renewal or otherwise) its maturity on any conditions, the
maturity shall be deemed to be the last date to which the maturity may be so
extended. The term "consolidated funded debt" shall mean the total funded debt
of the Company and its subsidiaries.

     The term "consolidated net tangible assets" shall mean consolidated
tangible assets less (i) consolidated funded debt, (ii) consolidated current
liabilities, as hereinafter defined, except such portion thereof, if any, as
is included in consolidated funded debt, and (iii) deferred credits and all
reserves other than reserves deducted from consolidated tangible assets or
reserves included in consolidated current liabilities or reserves representing
an appropriation of retained earnings.

         The term "consolidated tangible assets" shall mean (i) the fixed
assets (namely plant, property, equipment and all other kinds of tangible
fixed assets) owned by the Company and its subsidiaries as at December 31,
1944, plus subsequent additions to such fixed assets, in all cases taken at
cost to the Company or its subsidiaries and less reserves for depreciation and
other proper deductions; (ii) consolidated current assets, as hereinafter
defined; and (iii) other investments and receivables and other tangible assets
of the Company and its subsidiaries taken at cost less proper reserves,
excluding, however, any securities issued by the Company or by any of its
subsidiaries. The cost of tangible assets acquired by the Company or any
subsidiary after December 31, 1944, for a consideration other than cash shall
be the fair value of such assets as determined by the Board of Directors of
the Company. In arriving at consolidated tangible assets,



the Company may substitute for the value of any or all fixed assets acquired
subsequent to December 31, 1944, calculated in accordance with the foregoing
provisions of this paragraph, the fair value thereof as determined by an
appraisal by such independent engineer or engineers or other independent
expert or experts as the Board of Directors of the Company shall employ for
the purpose.

     The term "consolidated net current assets" shall mean consolidated
current assets, as hereinafter defined, less consolidated current liabilities,
as hereinafter defined.

     The term "consolidated current assets" shall mean the following assets of
the Company and its subsidiaries:

     (1) cash and cash items on hand or in transit or on deposit in any
solvent bank or trust company;

     (2) shares, bonds and other securities or obligations (other than shares,
bonds, securities or obligations of the Company or of any subsidiary) which
are readily marketable, taken at the market value thereof;

     (3) good and collectible notes, trade acceptances, accounts and bills
receivable, determined to be properly current in accordance with principles
approved by certified or independent public accountants or auditors as
hereinafter in this paragraph VII provided, in each case taken at the face
amount thereof, less reserves determined to be sufficient by the Company in
accordance with principles approved by said accountants or auditors;

     (4) any amount required to be paid during the period of twelve months
after the date as of which consolidated current liabilities are being
determined, as a purchase fund or sinking fund with respect to any funded
debt, less, however, any funded debt which has been reacquired by the Company
or a subsidiary and is held by it, or a purchase fund or sinking fund agent,
earmarked for the purpose of meeting the amount so required to be paid on
account of such purchase fund or sinking fund, taken at the amount at which
the Company or the subsidiary issuing the same is entitled, under the
instrument under which such funded debt was issued, to receive credit with
respect thereto against such purchase fund or sinking fund obligation; and

     (5) such other liabilities as may be properly classified as current
liabilities under sound accounting practice, as approved by said accountants
or auditors.

     The term "subsidiary" shall mean any corporation, association, or
business trust, at least a majority of the shares of which at the time
outstanding having voting power for the election of a majority of the
directors or trustees thereof (except shares having such voting power only
upon default in payment of dividends or other defaults) is owned, directly or
indirectly, by the Company and/or by one or more other subsidiaries; provided,
however, that neither The Factory Power Company, an Ohio corporation, nor any
successor thereto nor any subsidiary thereof, shall be deemed to be a
subsidiary of the Company for any purpose of this Section A; and provided
further that a corporation incorporated under the laws of a jurisdiction other
than the United States of any state thereof or the District of Columbia may or
may not, as the Company may elect in



connection with any determination made pursuant to this paragraph VIII, be
deemed to be a subsidiary of the Company for the purposes of such
determination.

     The term "wholly-owned subsidiary" shall mean any corporation,
association or business trust, all the shares of which at the time outstanding
(exclusive of directors' qualifying shares), except shares having a limited
participation as to assets, shall be owned, directly or indirectly, by the
Company and/or by one or more other wholly-owned subsidiaries.

     All determinations of funded debt, consolidated funded debt, consolidated
net tangible assets, consolidated tangible assets, consolidated net current
assets, consolidated current assets and consolidated current liabilities, and
of the status of any corporation, association or business trust as a
subsidiary or a wholly-owned subsidiary of the Company, shall be made, in
accordance with good accounting practice, by such firm of certified or
independent public accountants or auditors as shall regularly examine and
report on the financial statements of the Company for inclusion in its annual
report to shareholders or such firm of certified or independent public
accountants or auditors as shall be employed by the Board of Directors for the
purpose of such determination. In all such determinations, all material
intercompany items shall be eliminated and appropriate adjustments shall be
made to adjust for and eliminate minority interests in subsidiaries, all as
approved by such accountants or auditors. The determinations of such
accountants or auditors shall be final and conclusive.

     IX. The Board of Directors shall have authority, subject to such
limitations as may be stated herein, to adopt amendments to this Certificate
of Incorporation, in respect of any unissued or treasury Preferred Stock, to
fix or alter the division of such shares into series, the designation and
number of shares of each series, the dividend rate, dates of payment of
dividends and dates from which they are cumulative, redemption rights and
price, liquidation price, sinking fund requirements, conversion rights, and
restrictions on issuance of shares of the same series or of any other class or
series.

SECTION B.  PROVISIONS RELATING TO SERIAL PREFERENCE STOCK

     I. The Serial Preference Stock may be issued from time to time in one or
more series, the shares of each series to have such designations and powers,
preferences and rights, and qualifications, limitations and restrictions
thereof, as are stated and expressed herein and in the resolution or
resolutions providing for the issue of such series adopted by the Board of
Directors as hereafter provided.

     II. Authority is hereby expressly granted to the Board of Directors,
subject to the provisions of this Article FOURTH, to authorize the issue of
one or more series of Serial Preference Stock, and with respect to each such
series to fix by resolution or resolutions providing for the issue of such
series:

     (1) the designation of such series, the number of shares to constitute
such series and the stated value thereof if different from the par value
thereof;



     (2) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of such
voting rights;

     (3) the annual dividend rate, if any, payable on such series expressed in
a dollar amount per share, the conditions and dates upon which such dividends
shall be payable, the preference or relation which such dividends shall bear
to the dividends payable on any other class or any other series of this class;

     (4) whether the shares of such series shall be subject to redemption by
the Company, and, if so, the times, prices and other conditions of such
redemption;

     (5) the amount or amounts payable upon shares of such series upon, and
the rights of the holders of such series in, the voluntary or involuntary
liquidation, dissolution or winding up of the Company;

     (6) whether the shares of such series shall be subject to the operation
of a purchase, retirement or sinking fund and, if so, the extent to and manner
in which any such purchase, retirement or sinking fund shall be applied to the
purchase or redemption of the shares of such series for retirement or other
corporate purposes and the terms and provisions relative to the operation
thereof;

     (7) whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or of any other series of
this class and, if so, the price or prices or the rate or rates of conversion
or exchange and the method, if any, of adjusting the same;

     (8) the limitations and restrictions, if any, to be effective while any
shares of such series are outstanding upon the payment of dividends or the
making of other distributions on, and upon the purchase, redemption or other
acquisition by the Company of, the Common Stock or any other class or any
other series of this class;

     (9) the conditions or restrictions, if any, upon the creation of
indebtedness of the Company or upon the issue of any additional stock,
including additional shares of such series or of any other series of this
class or of any other class; and

     (10) any other powers, preferences or rights, or any qualifications,
limitations or restrictions thereof

     III. Except as otherwise provided by such resolution or resolutions, all
shares of Serial Preference Stock shall be of equal rank. All shares of any
one series of Serial Preference Stock shall be identical in all respects with
all other shares of such series, except that shares of any one series issued
at different times may differ as to the dates from which dividends thereon
shall be cumulative.

     IV. No holder of Serial Preference Stock shall have any pre-emptive
rights to subscribe to stock obligations, warrants, rights to subscribe to
stock or other securities of the Company of any class, whether now or
hereafter authorized.



SECTION C:  PROVISIONS RELATING TO COMMON STOCK

     I. The holders of record of Common Stock shall be entitled to one vote
per share for all purposes.

     II. Subject to the provisions of law and the respective preferences of
the Preferred Stock and the Serial Preferred Stock, dividends may be paid on
the Common Stock of the Company at such time and in such amounts as the Board
of Directors may deem advisable.

     III. The Board of Directors of the Company is authorized to effect the
elimination of shares of its Common Stock purchased or otherwise reacquired by
the Company from the authorized capital stock or number of shares of the
Company in the manner provided for in the General Corporation Law of Delaware.

     IV. No holder of Common Stock shall have any pre-emptive right to
subscribe to stock, obligations, warrants, rights to subscribe to stock or
other securities of any class, whether now or hereafter authorized.

     V. Upon this Restated Certificate of Incorporation becoming effective,
each issued share of the existing Common Stock of the Company, par value $1.00
per share, shall be changed and converted into one share of new Common Stock
of the Company, par value $1.00 per share, having the terms specified in this
Article FOURTH.

SECTION D.  GENERAL

     Subject to the provisions of law and the foregoing provisions of this
Certificate of Incorporation, the Company may issue shares of its Preferred
Stock and Serial Preference Stock or Common Stock, from time to time, for such
consideration (not less than the par value or stated value thereof) as may be
fixed by the Board of Directors, which is expressly authorized to fix the same
in its absolute and uncontrolled discretion, subject as aforesaid. Shares so
issued, for which the consideration has been paid or delivered to the Company,
shall be deemed fully paid stock, and shall not be liable to any further call
or assessments thereon, and the holders of such shares shall not be liable for
any further payments in respect of such shares.

     FIFTH: Except for any action which may be taken solely upon the vote or
consent of holders of the Preferred Stock no action required to be taken or
which may be taken at any annual or special meeting of the shareholders of the
Company may be taken by written consent without a meeting, except that any
such action may be taken without prior notice and without a vote, if consent
in writing, setting forth the action so taken, shall be signed by all the
shareholders of the Company who would be entitled to notice of a meeting of
the shareholders held for such purpose.

     SIXTH: The Board of Directors shall have the power to amend, alter or
repeal the By-laws of the Company.




     SEVENTH: (a) The directors shall be divided into three classes, each of
which shall be composed, as nearly as may be, of one-third of the directors.
The term of office of the directors of the first class is to expire at the
annual meeting to be held during the calendar year 1984, the term of office of
the directors of the second class is to expire at the annual meeting to be
held during the calendar year 1985 and the term of office of the directors of
the third class is to expire at the annual meeting to be held during the
calendar year 1986. At each annual meeting, commencing with the annual meeting
to be held during the calendar year 1984, each of the successors to the
directors of the class whose term shall have expired that year shall be
elected for a term running until the third annual meeting next succeeding his
election and until his successors shall have been duly elected and shall have
qualified, except that, upon the filing of any vacancy in the Board of
Directors occurring other than by expiration of term of office, a successor
shall be elected for the unexpired term. The Board of Directors may determine
the class or classes to which directors shall be elected when there is a total
number of directors in excess of a number divisible by three. A decrease in
the number of directors shall not deprive any director of his office as such
before the expiration of his term, but shall become effective until as and
when the term or terms of office for directors of the class or classes
affected thereby shall expire or a vacancy or vacancies in such class or
classes shall occur.

     (b) The provisions of this Article SEVENTH may not be amended, altered or
repealed unless such amendment, alteration or repeal, as the case may be,
shall have been approved by the affirmative vote of the holders of not less
than two-thirds of the total voting power of the outstanding stock of the
Company entitled to vote thereon.

     EIGHTH: Election of directors of the Company need not be by ballot unless
and to the extent that the By-laws of the Company shall so provide.

     NINTH: Whenever a compromise or arrangement is proposed between the
Company and its creditors or any class of them and/or between the Company and
its shareholders or any class of them, any court of equitable jurisdiction
within the State of Delaware may, on the application in a summary way of the
Company or of any shareholder thereof or on the application of any receiver or
receivers appointed for this Company under the provisions of section 291 of
Title 8 of the Delaware Code or on the application of trustees in dissolution
or of any receiver or receivers appointed for this Company under the
provisions of section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the shareholders or class of
shareholders of this Company, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
shareholders or class of shareholders of the Company, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Company as the consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all shareholders or class of
shareholders, of the Company, as the case may be, and also on the Company.



     TENTH: The Company reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, and any other
provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted, in the manner now or hereafter prescribed by
law; and all rights, preferences and privileges of whatsoever nature conferred
upon shareholders, directors or any other person whomsoever by and pursuant to
this Certificate of Incorporation in its present form or as hereafter amended
are granted subject to the right reserved in this Article TENTH.

     ELEVENTH: (a) To the fullest extent that the General Corporation Law of
the State of Delaware as it exists on the date hereof or as it may hereafter
be amended permits the limitation or elimination of the liability of
directors, no director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director. No amendment to or repeal of this Article shall apply to or have any
effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.

     (b) In addition to any requirements of law and any other provisions
herein or in the terms of any class or series of capital stock having a
preference over the common stock of the Corporation as to dividends or upon
liquidation (and not withstanding that a lesser percentage may be specified by
law), the affirmative vote of the holders of 2/3 or more of the voting power
of the then outstanding voting stock of the Corporation, voting together as a
single class, shall be required to amend, alter or repeal any provision of
this Article.

     This Restated Certificate of Incorporation, which further amends and
restates the certificate of incorporation of the Company as heretofore amended
and restated, was duly adopted in accordance with the provisions of Sections
242 and 245 of the General Corporation Law of the State of Delaware.



     IN WITNESS WHEREOF, the Company has caused its corporate seal to be
hereunto affixed and this certificate to be signed by Ronald D. Brown, its
Chairman and Chief Executive Officer, and attested by Hugh C. O'Donnell, Esq.,
its Vice President, General Counsel and Secretary, this 3rd day of June, 2003.

                                        Milacron Inc.

                                      by  /s/ Ronald D. Brown

                                           -------------------------------
                                           Ronald D. Brown
                                           Chairman and Chief Executive Officer

(Corporate Seal)

Attest:

by  /s/ Hugh C. O'Donnell

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