Continuous circular motion filling machine is provided for filling containers. The machine includes a rotating platform having an in-feed section disposed to receive empty containers and an out-feed section disposed to transfer filled containers from the rotating platform. A filling turret is disposed generally above the rotating platform and is rotatable at a speed corresponding generally to that of the rotating platform. The turret includes a plurality of filling elements movable between a rest position and a filling position as the turret rotates. Radially extensible and retractable indexing arms are spaced around the platform. The arms are at a retracted position at the in-feed section and are subsequently extended as the rotating platform rotates so as to index the containers into groups on the rotating platform between respective indexing arms. Each group of containers is arranged in a desired pattern and spacing between adjacent arms corresponding to a pattern and spacing of the filling elements.