10-Q

PART I
	Item 1.Financial Statements
	Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
	Item 3.Quantitative and Qualitative Disclosures about Market Risk
	Item 4.Disclosure Controls and Procedures
PART II
	Item 1.Legal Proceedings
	Item 6. (a) Exhibits              (b) Reports on Form 8-K              Signatures              Index to Exhibits

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

FORM 10-Q

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
        For the quarterly period ended September 30, 2003.

                                                or

[   ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
        For the transition period from __________________  to  ________________

Commission file number 1-8485
MILACRON INC.
(Exact name of registrant as specified in its charter)
Delaware	No. 31-1062125
(State or other jurisdiction of  incorporation or organization)	(I.R.S. Employer Identification No.)
2090 Florence Avenue, Cincinnati, Ohio	45206
(Address of principal executive offices)	(Zip Code)
(513) 487-5000
(Registrant's telephone number, including area code)

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

Yes [X] No [   ]

    Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act)

Yes [X] No [   ]

Number of shares of Common Stock, $1.00 par value, outstanding as of November 10, 2003: 34,819,999

Milacron Inc. and Subsidiaries

Index

		Page
Part I	Financial Information
Item 1.	Financial Statements
	Consolidated Condensed Statements of Earnings	3
	Consolidated Condensed Balance Sheets	4
	Consolidated Condensed Statements of Cash Flows	5
	Notes to Consolidated Condensed Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition       and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30
Item 4.	Disclosure Controls and Procedures	30
Part II	Other Information
Item 1.	Legal Proceedings	31
Item 6.	(a) Exhibits	31
	(b) Reports on Form 8-K	31
	Signatures	32
	Index to Exhibits	33

2

PART I Financial Information

Item 1. Financial Statements

Consolidated Condensed Statements of Operations Milacron Inc. and Subsidiaries (Unaudited)
	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
(In millions, except share and per-share amounts)	2003			2002			2003			2002
Sales	$	170.2		$	173.3		$	542.0		$	501.7
Cost of products sold		139.0			141.7			447.1			413.4
Cost of products sold related to restructuring		-			-			3.8			-
Total cost of products sold		139.0			141.7			450.9			413.4
Manufacturing margins		31.2			31.6			91.1			88.3
Other costs and expenses
Selling and administrative		30.7			30.9			95.3			90.7
Goodwill impairment charge		52.3			-			52.3			-
Restructuring costs		6.4			1.9			14.8			9.8
Other expense - net		(.2	)		1.5			2.0			.6
Total other costs and expenses		89.2			34.3			164.4			101.1
Operating loss		(58.0	)		(2.7	)		(73.3	)		(12.8	)
Interest
Income		.2			.5			1.2			1.5
Expense		(6.1	)		(7.0	)		(18.1	)		(19.7	)
Interest-net		(5.9	)		(6.5	)		(16.9	)		(18.2	)
Loss from continuing operations before income taxes    and cumulative effect of change in method of accounting		(63.9	)		(9.2	)		(90.2	)		(31.0	)
Provision (benefit) for income taxes		1.8			(4.7	)		71.4			(11.6	)
Loss from continuing operations before cumulative    effect of change in method of accounting		(65.7	)		(4.5	)		(161.6	)		(19.4	)
Discontinued operations net of income taxes
Loss from operations		(2.0	)		(10.4	)		(5.7	)		(24.4	)
Gain on sale of Valenite		-			29.4			-			29.4
Loss on sale of Widia and Werkö		-			-			-			(15.3	)
Total discontinued operations		(2.0	)		19.0			(5.7	)		(10.3	)
Cumulative effect of change in method of accounting		-			-			-			(187.7	)
Net earnings (loss)		(67.7	)		14.5			(167.3	)		(217.4	)
Earnings (loss) per common share - basic and diluted
Continuing operations	$	(1.95	)	$	(.14	)	$	(4.81	)	$	(.59	)
Discontinued operations		(.06	)		.57			(.17	)		(.30	)
Cumulative effect of change in method of accounting		-			-			-			(5.61	)
Net earnings (loss)	$	(2.01	)	$	.43		$	(4.98	)	$	(6.50	)
Dividends per common share	$	-		$	.01		$	.02		$	.03
Weighted average common shares outstanding assuming    dilution (in thousands)		33,684			33,508			33,620			33,464
See notes to consolidated condensed financial statements.

3

Consolidated Condensed Balance Sheets Milacron Inc. and Subsidiaries (Unaudited)
(In millions, except par value)	Sept. 30, 2003			Dec. 31, 2002
Assets
Current assets
Cash and cash equivalents	$	62.8		$	122.3
Notes and accounts receivable, less allowances of $13.3 in 2003       and $12.4 in 2002		102.7			89.3
Inventories
Raw materials		19.6			30.5
Work-in-process and finished parts		86.1			85.7
Finished products		30.7			31.4
Total inventories		136.4			147.6
Other current assets		57.5			69.6
Current assets of continuing operations		369.4			428.8
Assets of discontinued operations		9.0			16.0
Total current assets		368.4			444.8
Property, plant and equipment - net		143.0			149.8
Goodwill		95.1			143.3
Other noncurrent assets		110.5			177.8
Total assets	$	717.0		$	915.7
Liabilities and Shareholders' Equity (Deficit)
Current liabilities
Borrowings under lines of credit	$	42.4		$	45.0
Long-term debt and capital lease obligations due within one year		116.3			1.1
Trade accounts payable		66.3			68.8
Advance billings and deposits		12.1			17.5
Accrued and other current liabilities		105.9			138.9
Current liabilities of continuing operations		343.0			271.3
Liabilities of discontinued operations		2.3			10.9
Total current liabilities		345.3			282.2
Long-term accrued liabilities		243.6			244.1
Long-term debt		153.8			255.4
Total liabilities		742.7			781.7
Commitments and contingencies		-			-
Shareholders' equity (deficit)
4% Cumulative Preferred shares		6.0			6.0
Common shares, $1 par value (outstanding: 33.9 in 2003 and 33.8 in 2002)		33.9			33.8
Capital in excess of par value		284.4			283.5
Accumulated deficit		(227.5	)		(59.5	)
Accumulated other comprehensive loss		(122.5	)		(129.8	)
Total shareholders' equity (deficit)		(25.7	)		134.0
Total liabilities and shareholders' equity (deficit)	$	717.0		$	915.7
See notes to consolidated condensed financial statements.

4

Consolidated Condensed Statements of Cash Flows Milacron Inc. and Subsidiaries (Unaudited)
	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
(In millions)	2003			2002			2003			2002
Increase (decrease) in cash and cash equivalents    Operating activities cash flows
Net earnings (loss)	$	(67.7	)	$	14.5		$	(167.3	)	$	(217.4	)
Operating activities providing (using) cash
Loss from discontinued operations		2.0			10.4			5.7			24.4
Gain on sale of Valenite		-			(29.4	)		-			(29.4	)
Loss on sale of Widia and Werkö		-			-			-			15.3
Cumulative effect of change in method of accounting		-			-			-			187.7
Depreciation and amortization		5.0			6.1			16.3			17.4
Restructuring costs		6.4			1.9			18.6			9.8
Goodwill impairment charge		52.3			-			52.3			-
Deferred income taxes		(.3	)		(12.6	)		68.1			(14.1	)
Working capital changes
Notes and accounts receivable		(8.2	)		(6.3	)		(6.3	)		(.9	)
Inventories		8.7			6.3			16.3			28.8
Other current assets		1.0			2.5			8.9			3.0
Trade accounts payable		7.4			.4			(5.7	)		(.4	)
Other current liabilities		(10.1	)		10.9			(29.5	)		1.9
Decrease (increase) in other noncurrent assets		2.8			(1.1	)		1.0			(4.3	)
Increase (decrease) in long-term accrued liabilities		2.1			(1.0	)		(.4	)		(1.6	)
Other-net		.4			(.1	)		1.5			2.1
Net cash provided (used) by operating activities		1.8			2.5			(20.5	)		22.3
Investing activities cash flows
Capital expenditures		(1.1	)		(.8	)		(4.1	)		(3.6	)
Net disposals of property, plant and equipment		.1			1.7			2.4			7.3
Divestitures		4.1			308.8			(20.3	)		308.8
Acquisitions		-			-			(6.5	)		(1.9	)
Net cash provided (used) by investing activities		3.1			309.7			(28.5	)		310.6
Financing activities cash flows
Dividends paid		-			(.4	)		(.8	)		(1.2	)
Issuance of long-term debt		-			-			-			11.5
Repayments of long-term debt		(.7	)		(.2	)		(1.7	)		(.7	)
Decrease in borrowings under lines of credit		(1.5	)		(266.5	)		(2.8	)		(311.2	)
Puchase of treasury and other common shares		-			-			-			.4
Net cash used by financing activities		(2.2	)		(267.1	)		(5.3	)		(301.2	)
Effect of exchange rate fluctuations on cash and    cash equivalents		(.8	)		(.3	)		6.2			1.4
Cash flows related to discontinued operations		(6.3	)		(5.9	)		(11.4	)		(9.0	)
Increase (Decrease) in cash and cash equivalents		(4.4	)		38.9			(59.5	)		24.1
Cash and cash equivalents at beginning of period		67.2			75.3			122.3			90.1
Cash and cash equivalents at end of period	$	62.8		$	114.2		$	62.8		$	114.2
See notes to consolidated condensed financial statements.

5

Notes to Consolidated Condensed Financial Statements
(Unaudited)

Basis of Presentation
      In the opinion of management, the accompanying unaudited Consolidated Condensed Financial Statements contain all adjustments, including only normal recurring adjustments except for the matters discussed in the notes captioned "Discontinued Operations," "Goodwill Impairment Charge," "Restructuring Costs" and "Income Taxes," necessary to present fairly the company's financial position, results of operations and cash flows.

      The Consolidated Condensed Balance Sheet at December 31, 2002 has been derived from the audited Consolidated Financial Statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

      The accounting policies followed by the company are set forth in the "Summary of Significant Accounting Policies" note to the Consolidated Financial Statements included in the company's Annual Report on Form 10-K for the year ended December 31, 2002.

Stock-Based Compensation
      The company accounts for stock-based compensation, including stock options, under the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and the related interpretations. Because all stock options outstanding under the company's 1997 Long-Term Incentive Plan and prior plans have exercise prices equal to the fair market value of the underlying common shares at the respective grant dates, no compensation expense is recognized in earnings. The following table illustrates on a pro forma basis the effect on net earnings or loss and earnings or loss per common share if the stock options granted from 1995 through 2003 had been accounted for based on their fair values as determined under the provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation.

Pro forma Loss
	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
(In millions, except per-share amounts)	2003			2002			2003			2002
Net earnings (loss) as reported	$	(67.7	)	$	14.5		$	(167.3	)	$	(217.4	)
Effect on reported earnings (loss) of accounting for stock options    at fair value		(.1	)		(.4	)		(.5	)		(1.7	)
Pro forma net earnings (loss)	$	(67.8	)	$	14.1		$	(167.8	)	$	(219.1	)
Earnings (loss) per common share -    basic and diluted
As reported	$	(2.01	)	$	.43		$	(4.98	)	$	(6.50	)
Pro forma	$	(2.01	)	$	.42		$	(4.99	)	$	(6.55	)

Change in Method of Accounting
      Effective January 1, 2002, the company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." As required by this standard, during 2002 the company completed the transitional reviews of recorded goodwill balances as of January 1, 2002. These transitional reviews resulted in a pretax goodwill impairment charge of $247.5 million ($187.7 million after tax or $5.61 per share) that was recorded as the cumulative effect of a change in method of accounting as of January 1, 2002. Approximately 75% of the pretax charge related to the company's Uniloy and round metalcutting tools businesses, the latter of which is now reported as a discontinued operation.

Discontinued Operations
      In the third quarter of 2002, the company announced a strategy of focusing its capital and resources on building its position as a premier supplier of plastics processing technologies and strengthening its worldwide industrial fluids business. In connection with this strategy, during 2002 the company sold two businesses that had been included in its former metalworking technologies segment and initiated efforts to seek strategic alternatives for two other businesses of the segment.

      On August 30, 2002, the company completed the sale of its Widia and Werkö metalcutting tools business to Kennametal, Inc. for €188 million in cash (approximately $185 million), subject to post-closing adjustments. In a separate but contingent transaction, the company purchased an additional 26% of the shares of Widia India, thereby increasing its ownership interest from 51% to 77%. The entire 77% of the Widia India shares was included in the sale transaction. After deducting post-closing adjustments of approximately $20 million that were paid in the first quarter of 2003, transaction costs and the cost to increase the company's ownership interest in Widia India, the ultimate net cash proceeds from the sale were approximately $135 million, most of which was used to repay bank borrowings. In the second quarter of 2002, the company recorded an estimated loss on the anticipated sale of $15.3 million. Based on the actual sale proceeds and costs, the loss was adjusted to $14.9 million in the fourth quarter of the year. Approximately $7 million of the loss resulted from the recognition of the cumulative foreign currency translation adjustments that had been recorded in accumulated other comprehensive loss since the acquisition of Widia in 1995.

6

      On August 9, 2002, the company completed the sale of its Valenite metalcutting tools business to Sandvik AB for $175 million in cash. After deducting post-closing adjustments of approximately $4 million that were paid in the first quarter of 2003, transaction costs and sale-related expenses, the net cash proceeds from the sale were approximately $145 million, a majority of which was used to repay bank borrowings. The company recorded an after-tax gain on the sale of $29.4 million in the third quarter of 2002 which was adjusted to $31.3 million in the fourth quarter to reflect actual proceeds and expenses.

      During the third quarter of 2002, the company retained advisors to explore strategic alternatives for its round metalcutting tools and grinding wheels businesses and in the fourth quarter, initiated plans for their sale. The disposition of the round metalcutting tools business was completed in the third quarter of 2003 in two separate transactions that resulted in a combined after-tax loss of $4.7 million. In the fourth quarter of 2002, the company had recorded an estimated loss on the sale of this business of $4.7 million so there was no effect on earnings in the third quarter of 2003. The sale of the grinding wheels business is expected to be completed later in 2003 or early in 2004.

      All of the businesses discussed above are reported as discontinued operations and the Consolidated Condensed Financial Statements for all prior periods have been adjusted to reflect this presentation. Operating results for all of the businesses included in discontinued operations are presented in the following table.

Loss from Discontinued Operations
	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
(In millions)	2003			2002			2003			2002
Sales	$	12.3		$	70.1		$	44.7		$	307.9
Operating loss		(1.6	)		(12.4	)		(4.4	)		(25.8	)
Allocated interest expense		(.4	)		(2.7	)		(1.3	)		(10.5	)
Loss before income taxes and minority shareholders' interests		(2.0	)		(15.1	)		(5.7	)		(36.3	)
Provision (benefit) for income taxes		-			(3.6	)		-			(9.8	)
Loss before minority shareholders' interests		(2.0	)		(11.5	)		(5.7	)		(26.5	)
Minority shareholders' interests		-			(1.1	)		-			(2.1	)
Loss from discontinued operations	$	(2.0	)	$	(10.4	)	$	(5.7	)	$	(24.4	)

      As reflected in the preceding table, allocated interest expense includes interest on debt assumed by the respective buyers, interest on borrowings that were required to be repaid using a portion of the proceeds from the Widia and Werkö transaction and the Valenite transaction, interest on borrowings secured by assets of the businesses sold, and an allocated portion of other consolidated interest expense based on the ratio of net assets sold or to be sold to consolidated assets.

      The major classes of assets and liabilities of the discontinued grinding wheels and round metalcutting tools businesses in the Consolidated Condensed Balance Sheets as of September 30, 2003 and December 31, 2002 are as follows:

7

Assets and Liabilities of Discontinued Operations
(In millions)	Sept. 30, 2003		Dec. 31, 2002
Notes and acounts receivable		.7		1.4
Inventories		3.4		7.9
Other current assets		2.8		.1
Property, plant and equipment-net		2.1		6.6
Total assets		9.0		16.0
Current portion of long-term debt		-		.4
Trade accounts payable		1.5		4.4
Other current liabilities		.6		1.4
Long-term debt		-		2.7
Long-term accrued liabilities		.2		2.0
Total liabilities		2.3		10.9
Net Assets	$	6.7	$	5.1

Goodwill Impairment Charge
      In the third quarter of 2003, the company recorded a goodwill impairment charge of $52.3 million (with no tax benefit) to adjust the carrying value of the goodwill of two businesses included in the mold technologies segment. The charge resulted from a downward adjustment of the future cash flows expected to be generated by these businesses due to the delay in the general economic recovery both in North America and Europe. The largest decrease in cash flow expectations related to the company's European mold base and components business due to continued weakness in the markets it serves. The third quarter charge - which was calculated by discounting estimated future cash flows - is preliminary and may be adjusted in the fourth quarter based on revised estimates of the fair values of certain tangible and intangible assets. The amount of any future adjustments cannot be determined at this time.

Restructuring Costs
      In 2001, the company's management formally approved plans to consolidate certain manufacturing operations and reduce the company's cost structure. Implementation of these plans resulted in pretax charges to earnings from continuing operations of $17.8 million, of which $4.2 million was charged to expense in the first three quarters of 2002. As they relate to continuing operations, the 2001 plans involved the closure of four manufacturing facilities in North America and the elimination of approximately 450 manufacturing and administrative positions. The cash cost of implementing the plans was $11.2 million, of which $10.7 million was spent in the first three quarters of 2002.

      During 2001, the company's management also approved a plan to integrate the operations of EOC and Reform, two businesses that were acquired earlier in that year, with the company's existing European mold base and components business. The total cost of the integration was $9.8 million, of which $1.2 million was included in reserves for employee termination benefits and facility exit costs that were established in the allocations of the EOC and Reform acquisition costs. The remainder was charged to expense, including $4.3 million in the first three quarters of 2002 and $.6 million in the first three quarters of 2003. As approved by management, the plan involved the consolidation of the manufacturing operations of five facilities located in Germany and Belgium into three facilities, the reorganization of warehousing and distribution activities in Europe, and the elimination of approximately 230 manufacturing and administrative positions. The total cash cost of the integration plan was $9.2 million, of which $7.4 million was spent in the first three quarters of 2002.

      In the third quarter of 2002, the company's management approved additional restructuring plans for the purpose of further reducing the company's cost structure in certain businesses and to reduce corporate costs as a result of the disposition of Widia, Werkö and Valenite. These actions resulted in third quarter, 2002 restructuring costs of $1.3 million.

      In November, 2002, the company announced additional restructuring initiatives intended to improve operating efficiency and customer service. The first action involved the transfer of all manufacture of container blow molding machines and structural foam systems from the plant in Manchester, Michigan to the company's more modern and efficient facility near Cincinnati, Ohio. The mold making operation in Manchester will also move to a smaller location near the existing facility. In another initiative, the manufacture of special mold bases for injection molding at the Monterey Park, California plant has been phased out and transferred to various other facilities in North America. These additional actions are expected to result in incremental restructuring costs of approximately $9.0 million. Of the total cost of the actions, $4.3 million was charged to expense in the fourth quarter of 2002. An additional $4.4 million was expensed in the first three quarters of 2003. The net cash cost of these initiatives is currently expected to be approximately $4 million, substantially all of which will be spent in 2003, including $2.8 million in the first three quarters. Both amounts are net of $1.5 million of proceeds from the sale of the Monterey Park plant that was received in the second quarter of 2003. The pretax annualized cost savings are expected to exceed $4 million, a majority of which will be realized in 2003.

8

      Early in 2003, the company initiated a plan for the further restructuring of its European blow molding machinery operations at a cost of $4.6 million, all of which was charged to expense in the first three quarters of the year. The restructuring involves the discontinuation of the manufacture of certain product lines at the plant in Magenta, Italy and the elimination of approximately 35 positions. The cash cost of the restructuring - all of which will be spent in 2003 - is expected to be approximately $1 million. Of this amount, $.6 million was spent in the first three quarters of the year. The annualized pretax savings are expected to be approximately $3 million, which began to be realized in the first quarter of 2003.

      Early in the second quarter of 2003, the company initiated a plan to close its special mold base machining operation in Mahlberg, Germany and relocate a portion of its manufacturing to another location. Certain other production is being outsourced. The closure is expected to result in restructuring costs of approximately $3.8 million and the elimination of approximately 65 positions. Of the total cost, $2.9 million was charged to expense in the second and third quarters of 2003. Cash costs are expected to be approximately $3 million and the annual cost savings are expected to be in excess of $3 million.

      Early in the third quarter of 2003, the company announced additional restructuring initiatives that focus on further overhead cost reductions in each of its plastics technologies segments and at the corporate office. These actions, which involve the relocation of production, closure of sales offices, voluntary early retirement programs and general overhead reductions, are expected to result in the elimination of approximately 300 positions worldwide at a cost of $11 to $12 million during the second half of 2003. A total of $6.0 million was charged to expense in the third quarter in connection with these initiatives. Cash costs related to these initiatives will be approximately $8 to $9 million, of which $1.7 million was spent in the third quarter of 2003. An additional $4 million is expected to be spent in the fourth quarter. The annual cost savings are expected to be approximately $19 million.

      For all of 2003, restructuring costs related to the actions discussed above, including $4 to $5 million to complete the actions initiated in 2002, are expected to total between $25 and $26 million. Cash costs for the year are expected to be approximately $14 million of which approximately $4 to $5 million remains to be spent in the fourth quarter.

      The following table presents the components of the restructuring costs that are included in the Consolidated Condensed Statements of Operations for the third quarters of 2003 and 2002 and the nine month periods ended September 30, 2003 and 2002.

Restructuring Costs
	Three Months Ended Sept. 30,				Nine Months Ended Sept. 30,
(In millions)	2003		2002		2003			2002
Accruals for termination benefits and facility exit costs	$	1.0	$	-	$	4.6		$	.6
Supplemental retirement benefits		3.2		.8		3.2			2.9
Other restructuring costs
Costs charged to expense as incurred		2.2		.6		11.5			2.0
Reserve adjustments		-		-		(1.3	)		-
		6.4		1.4		18.0			5.5
Costs related to EOC and Reform integrations		-		.5		.6			4.3
Total restructruing costs	$	6.4	$	1.9	$	18.6		$	9.8

9

      The status of the reserves for the initiatives discussed above, as well as certain other reserves that were established in 1999 in connection with the consolidation of the company's European blow molding machinery operations, is summarized in the following tables. The amounts included therein relate solely to continuing operations. To the extent that any reserves that were established in the allocation of acquisition cost remain after the completion of the EOC and Reform integration, those amounts will be applied as reductions of goodwill arising from the respective acquisitions.

Restructuring Reserves
	Three Months Ended Sept. 30, 2003												Nine Months Ended Sept. 30, 2003
(In millions)	Beginning Balance			Addi- tions			Usage and Other			Ending Balance			Beginning Balance			Addi- tions			Usage and Other			Ending Balance
EOC and Reform integration
Termination benefits		$	1.4		$	-		$	-		$	1.4		$	1.7		$	-		$	(.3	)	$	1.4
Restructuring costs
Termination benefits			1.1			1.0			(.5	)		1.6			3.1			4.6			(6.1	)		1.6
Facility exit costs			-			-			-			-			.6			-			(.6	)		-
			1.1			1.0			(.5	)		1.6			3.7			4.6			(6.7	)		1.6
Total reserves related to    continuing operations		$	2.5		$	1.0		$	(.5	)	$	3.0		$	5.4		$	4.6		$	(7.0	)	$	3.0

	Three Months Ended Sept. 30, 2002												Nine Months Ended Sept. 30, 2002
(In millions)	Beginning Balance			Addi- tions			Usage and Other			Ending Balance			Beginning Balance			Addi- tions			Usage and Other			Ending Balance
Blow molding consolidation    and EOC and Reform    integration
Termination benefits		$	3.0		$	-		$	(1.1	)	$	1.9		$	4.2		$	.7		$	(3.0	)	$	1.9
Facility exit costs			.2			-			-			2			.2			-			-			.2
			3.2			-			(1.1	)		2.1			4.4			.7			(3.0	)		2.1
Restructuring costs
Termination benefits			2.6			-			(.7	)		1.9			7.1			.3			(5.5	)		1.9
Facility exit costs			.3			-			(.1	)		.2			.8			.3			(.9	)		.2
			2.9			-			(.8	)		2.1			7.9			.6			(6.4	)		2.1
Total reserves related to    continuing operations		$	6.1		$	-		$	(1.9	)	$	4.2		$	12.3		$	1.3		$	(9.4	)	$	4.2

Acquisitions
      In the first quarter of 2002, the company acquired the remaining 74% of the outstanding shares of Ferromatik Milacron A/S, which sells and services Ferromatik injection molding machines in Denmark. Ferromatik Milacron A/S was previously accounted for on the equity method but is now fully consolidated. The company has annual sales of approximately $4 million.

      In the first quarter of 2003, the company purchased the remaining 51% of the shares of Klockner Ferromatik AG, a Ferromatik sales office in Switzerland with annual sales of approximately $6 million. In addition, the company acquired the remaining 25% of 450500 Ontario Limited, a consolidated subsidiary that manufactures components for molds used in injection molding.

10

      Unaudited pro forma sales and earnings information for 2003 and 2002 is not presented because the amounts would not vary materially from the reported amounts.

Income Taxes
      At December 31, 2002, the company had non-U.S. net operating loss carryforwards - principally in The Netherlands, Germany and Italy - totaling $152 million and related deferred tax assets of $52 million. Valuation allowances totaling $36 million had been provided with respect to these assets as of that date. Management believes that it is more likely than not that portions of the net operating loss carryforwards in these jurisdictions will be utilized. However, there is currently insufficient positive evidence in some non-U.S. jurisdictions - primarily Germany and Italy - to conclude that no valuation allowances are required.

      At December 31, 2002, the company had a U.S. federal net operating loss carryforward of $12 million which expires in 2022. Deferred tax assets related to this loss carryforward as well as to federal tax credit carryforwards and additional state and local loss carryforwards totaled $14 million. Additional deferred tax assets totaling approximately $127 million had also been provided for book deductions not currently deductible for tax purposes including the writedown of goodwill, postretirement health care benefit costs and accrued pension liabilities. The deductions for financial reporting purposes are expected to be deducted for income tax purposes in future periods at which time they will have the effect of decreasing taxable income or increasing the net operating loss carryforward. The latter will have the effect of extending the ultimate loss carryforward expiration beyond 2022.

      Accounting principles generally accepted in the U.S. require that valuation allowances be established when it is more likely than not that all or a portion of recorded deferred tax assets will not be realized in the foreseeable future. The company reviews the need for new valuation allowances and the carrying amounts of previously recorded valuation allowances quarterly based on the relative amount of positive and negative evidence available at the time. Factors considered in these evaluations include management's short-term and long-range operating plans, the current and future utilization of net operating loss carryforwards, the expected future reversal of recorded deferred tax liabilities and the availability of qualified tax planning strategies. Valuation allowances are then established or adjusted as appropriate. The resulting decreases or increases in valuation allowances serve to favorably or unfavorably affect the company's provision for incom e taxes and effective tax rate.

      At December 31, 2002 and March 31, 2003, management concluded that no valuation allowances were currently required with respect to the company's U.S. deferred tax assets. This conclusion was based on the availability of qualified tax planning strategies and the expectation that increased industrial production and capital spending in the U.S. plastics industry combined with the significant reductions in the company's cost structure that have been achieved in recent years would result in improved operating results in relation to the losses incurred in 2001 and 2002.

      At June 30, 2003, however, management concluded that a recovery in the plastics industry and the company's return to profitability in the U.S. would be delayed longer than originally expected. As a result of these delays and the incremental costs of the restructuring initiatives announced in the third quarter of 2003 (see Restructuring Costs), the company expects to incur a cumulative operating loss in the U.S. for the three year period ending December 31, 2003. In such situations, accounting principles generally accepted in the U.S. include a presumption that expectations of earnings in the future cannot be considered in assessing the need for valuation allowances. Accordingly, a tax provision of approximately $71 million was recorded in the second quarter of 2003 to establish valuation allowances against a portion of the U.S. deferred tax assets.

      During the third quarter of 2003, the company recorded additional U.S. deferred tax assets of approximately $14 million due to continued losses from operations and a goodwill impairment charge, the effects of which were partially offset by taxable income related to dividends from non-U.S. subsidiaries. Valuation allowances were also increased by $14 million. As of September 30, 2003, the company continues to rely on the availability of qualified tax planning strategies to conclude that valuation allowances are not required with respect to U.S. deferred tax assets totaling approximately $70 million.

Receivables
      The company maintains a receivables purchase agreement with a third party financial institution. As accounts receivable are generated from customer sales made by certain of the company's consolidated U.S. subsidiaries, those receivables are sold to Milacron Commercial Corp (MCC), a wholly-owned consolidated subsidiary. MCC then sells, on a revolving basis, an undivided percentage interest in designated pools of accounts receivable to the financial institution. As existing receivables are collected, MCC sells undivided percentage interests in new eligible receivables. Accounts that become 60 days past due are no longer eligible to be sold and the company is at risk for credit losses for which it maintains an allowance for doubtful accounts.

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      As of September 30, 2003, the company could receive up to $42.5 million, of which $27.0 million was utilized, at a cost of funds linked to commercial paper rates. The amount available to the company was reduced by $2.5 million effective with the sale of the round metalcutting tools business in September, 2003 and will be further reduced by an additional $2.5 million with the expected sale of the company's grinding wheels business. Although the receivables purchase agreement does not expire until August, 2004, the related liquidity facility backed by the financial institution and three other commercial banks expires on December 31, 2003. The third party financial institution and the other participants in the liquidity facility have advised the company that they do not intend to extend the liquidity facility beyond December 31, 2003. Alternative lenders have expressed an interest in executing other forms of receivables financing arrangements under certain conditions. However, no commitments have been obtained and there is no assurance as to the amounts that would be available or whether the terms of such arrangements would be acceptable to the company.

      At September 30, 2003, June 30, 2003, December 31, 2002, September 30, 2002, June 30, 2002 and December 31, 2001, the undivided interest in the company's gross accounts receivable from continuing operations that had been sold to the third-party purchaser aggregated $24.6 million, $32.1 million, $34.6 million, $28.3 million, $28.0 million and $36.3 million, respectively. The amounts sold are reported as reductions of accounts receivable in the Consolidated Condensed Balance Sheets as of the respective dates. Increases and decreases in the amounts sold are reported as operating cash flows in the Consolidated Condensed Statements of Cash Flows. Costs related to the sales are included in other expense-net in the Consolidated Condensed Statements of Operations. Costs related to the sales in the first three quarters of 2003 and 2002 were $1.1 million and $.9 million, respectively.

      Certain of the company's non-U.S. subsidiaries also sell accounts receivable on an ongoing basis. In some cases, these sales are made with recourse, in which case appropriate reserves for potential losses are recorded at the sale date. At September 30, 2003 and December 31, 2002, the gross amounts of accounts receivable that had been sold under these arrangements totaled $4.7 million and $5.0 million, respectively. At September 30, 2003, certain of these amounts were partially collateralized with $4.0 million of cash deposits that are included in cash and cash equivalents in the Consolidated Condensed Balance Sheet.

      The company also periodically sells with recourse notes receivable arising from customer purchases of plastics processing machinery and, in a limited number of cases, guarantees the repayment of all or a portion of notes from its customers to third party lenders. At September 30, 2003 and December 31, 2002, the company's maximum exposure under these arrangements totaled $13.1 million and $12.4 million, respectively. In the event a customer were to fail to repay a note, the company would generally regain title to the machinery for later resale as used equipment. Costs related to sales of notes receivable and to guarantees have not been material in the past.

Goodwill and Other Intangible Assets
      The carrying value of goodwill totaled $95.1 million and $143.3 million at September 30, 2003 and December 31, 2002, respectively. The change during the period was due principally to the previously discussed goodwill impairment charge of $52.3 million, the effects of which were offset to some degree by foreign currency translation adjustments. The company's other intangible assets, which are included in other noncurrent assets in the Consolidated Condensed Balance Sheets, are not significant.

Other Assets
      The components of other current assets and other noncurrent assets are shown in the tables that follow.

Other Current Assets
(In millions)	Sept. 30, 2003		Dec. 31, 2002
Deferred income taxes	$	40.5	$	40.6
Redundable income taxes		1.4		15.2
Other		15.6		13.8
	$	57.5	$	69.6

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Other Noncurrent Assets
(In millions)	Sept. 30, 2003		Dec. 31, 2002
Deferred income taxes net of valuation allowance	$	66.1	$	132.4
Other		44.4		45.4
	$	110.5	$	177.8

Liabilities
      The components of accrued and other current liabilities are shown in the following table.

Accrued and Other Current Liabilities
(In millions)	Sept. 30, 2003		Dec. 31, 2002
Accrued salaries, wages and other compensation	$	20.4	$	22.6
Reserves for post-closing adjustments and transaction costs on divestitures		15.7		43.3
Accrued and deferred income taxes		11.6		6.7
Other accrued expenses		58.2		66.3
	$	105.9	$	138.9

      The following table summarizes changes in the company's warranty reserves. These reserves are included in accrued and other current liabilities in the Consolidated Condensed Balance Sheets.

Warranty Reserves
	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
(In millions)	2003			2002			2003			2002
Balance at beginning of period	$	6.3		$	5.4		$	5.9		$	6.0
Accruals		1.2			.9			3.4			2.0
Payments		(.1	)		(.7	)		(.4	)		(2.0	)
Warranty expirations		(.6	)		(.1	)		(1.7	)		(.6	)
Foreign currency translation adjustments		.2			-			.2			.1
Balance at end of period	$	7.0		$	5.5		$	7.0		$	5.5

      The components of long-term accrued liabilities are shown in the following table.

Long-Term Accrued Liabilities
(In millions)	Sept. 30, 2003		Dec. 31, 2002
Accrued pensions and other compensation	$	41.1	$	39.2
Minimum pension liability		120.6		117.7
Accrued postretirement health care benefits		31.9		33.3
Accrued and deferred income taxes		21.2		20.9
Other		28.8		33.0
	$	243.6	$	244.1

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Long-Term Debt
      The components of long-term debt are shown in the following table.

Long-Term Debt
(In millions)	Sept. 30, 2003			Dec. 31, 2002
83/8% Notes due 2004	$	115.0		$	115.0
75/8% Eurobonds due 2005		132.1			118.1
Capital lease obligations		17.0			17.5
Other		6.0			5.9
		270.1			256.5
Less current maturities		(116.3	)		(1.1	)
	$	153.8		$	255.4

Lines of Credit
      At September 30, 2003, the company had lines of credit with various U.S. and non-U.S. banks totaling approximately $101 million, including a $65 million committed revolving credit facility that expires on March 15, 2004. These credit facilities support the discounting of receivables, letters of credit, guarantees and leases in addition to providing borrowings under varying terms. At September 30, 2003, $54 million of the revolving credit facility was utilized including outstanding letters of credit of $12 million. Additional borrowings of revolving loans under the facility are prohibited unless all domestic cash is expected to be less than $5 million at the time of such borrowing and are subject to certain other conditions. The amount available to the company under the facility reduces to $55 million effective December 15, 2003.

      The company has pledged as collateral for borrowings under the revolving credit facility the capital stock of its principal domestic subsidiaries as well as the inventories of the company and all of its domestic subsidiaries and certain other domestic tangible and intangible assets. The facility limits the payment of cash dividends and the incurrence of new debt and imposes certain restrictions on share repurchases, capital expenditures and cash acquisitions.

      The revolving credit facility includes a number of financial and other covenants, the most significant of which requires the company to achieve specified minimum levels of four quarter trailing cumulative consolidated EBITDA (earnings before interest, taxes, depreciation and amortization). At September 30, 2003, Milacron was in compliance with all covenants.

      At September 30, 2003, the company had availability of approximately $21 million for use under certain circumstances under its existing lines of credit other than the revolving credit facility.

Shareholders' Equity
      In the first three quarters of 2003, a total of 208,345 treasury shares were reissued in connection with grants of restricted shares and contributions to employee benefit plans. This reduction in treasury shares was partially offset by the forfeiture of 87,943 restricted shares that were added to the treasury share balance in lieu of their cancellation.

      Subsequent to September 30, 2003, the Board of Directors, after consideration of advice of independent compensation consultants, approved an employee retention program that includes the reissuance of an additional 851,500 treasury shares in the form of restricted stock awards to certain key employees, including the chief executive officer and other corporate officers.

      In the first three quarters of 2002, a total of 357,086 treasury shares were reissued in connection with grants of restricted shares, stock option exercises, contributions to employee benefit plans and the purchase of technology rights from a German manufacturer of plastics extrusion machinery. These reductions in treasury shares were partially offset by the cancellation of 81,448 restricted shares that had been granted in prior years.

      On April 21, 2003, the company's executive officers waived all right and all interest to their options to purchase 465,900 common shares of the company. In all cases, the option prices were in excess of the current market price of the company's common shares as of the date of the waivers. These waivers were made without any promise of future options being offered to these officers. The purpose of the waivers was to allow the company to make future grants to participants under the company's long-term incentive plans without increasing shareholder dilution.

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      On May 23, 2003, the company's shareholders adopted an amendment to the company's certificate of incorporation to eliminate the right of holders of common shares to ten votes per share upon satisfaction of certain ownership tenure requirements. In the past, holders of common shares were entitled to cast ten votes for each share that had been beneficially owned for at least 36 consecutive calendar months. As a result of the change, each common share will now be entitled to one vote irrespective to the period of time it has been owned.

Comprehensive Loss
      Total comprehensive income (loss) represents the net change in shareholders' equity during a period from sources other than transactions with shareholders and, as such, includes net earnings or loss for the period. The components of total comprehensive income (loss) are as follows:

Comprehensive Loss
	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
(In millions)	2003			2002			2003			2002
Net earnings (loss)	$	(67.7	)	$	14.5		$	(167.3	)	$	(217.4	)
Foreign currency translation adjustments		(1.6	)		(.6	)		7.4			7.9
Reclassification of foreign current translation adjustments    to gain on sale of Valenite		-			3.5			-			3.5
Reclassification of foreign currency translation adjustments    to loss on sale of Widiw and Werkö		-			(6.0	)		-			7.1
Change in fair value of foreign currency exchange contracts		-			.1			(.1	)		-
Total comprehensive income (loss)	$	(69.3	)	$	11.5		$	(160.0	)	$	(198.9	)

      The components of accumulated other comprehensive loss are shown in the following table.

Accumulated Other Comprehensive Loss
(In millions)	Sept. 30, 2003			Dec. 31, 2002
Foreign currency translation adjustment	$	(27.1	)	$	(34.6	)
Minimum penson liability adjustment		(95.4	)		(95.4	)
Fair value of foreign current exchange contracts		-			.2
	$	(122.5	)	$	(129.8	)

Contingencies
      The company is involved in remedial investigations and actions at various locations, including former plant facilities, and EPA Superfund sites where the company and other companies have been designated as potentially responsible parties. The company accrues remediation costs, on an undiscounted basis, when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Accruals for estimated losses from environmental remediation obligations are generally recognized no later than the completion of a remediation feasibility study. The accruals are adjusted as further information becomes available or circumstances change. Environmental costs have not been material in the past.

      Various lawsuits arising during the normal course of business are pending against the company and its consolidated subsidiaries. In several such lawsuits, some of which seek substantial dollar amounts, multiple plaintiffs allege personal injury involving metalworking fluids supplied and/or managed by the company. The company is vigorously defending these claims and believes it has reserves and insurance coverage sufficient to cover potential exposures.

15

      While, in the opinion of management, the liability resulting from these matters will not have a significant effect on the company's consolidated financial position or results of operations, the outcome of individual matters cannot be predicted with reasonable certainty at this time.

Organization
      The company has four business segments: machinery technologies - North America, machinery technologies - Europe, mold technologies and industrial fluids. Descriptions of the products and services of these business segments are included in the "Organization" note to the Consolidated Financial Statements included in the company's Annual Report on Form 10-K for the year ended December 31, 2002. Operating results for the third quarters of 2003 and 2002 and for the nine month periods ended September 30, 2003 and 2002 are presented in the following tables.

Total Sales by Segment
	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
(In millions)	2003			2002			2003			2002
Plastics technologies
Machinery technologies - North America	$	71.6		$	73.7		$	234.6		$	217.0
Machinery technologies - Europe		33.4			34.7			107.3			86.2
Mold technologies		39.1			41.1			126.7			131.8
Eliminations (a)		(.3	)		(.9	)		(4.6	)		(4.6	)
Total plastics technologies		143.8			148.6			464.0			430.4
Industrial fluids		26.4			24.7			78.0			71.3
Total Sales	$	170.2		$	173.3		$	542.0		$	501.7

(a)   Represents the elimination of sales between plastics technologies segments.

Customer Sales by Segment
	Three Months Ended Sept. 30,				Nine Months Ended Sept. 30,
(In millions)	2003		2002		2003		2002
Plastics technologies
Machinery technologies - North America	$	71.5	$	73.6	$	233.5	$	216.1
Machinery technologies - Europe		33.2		33.9		103.8		82.5
Mold technologies		39.1		41.1		126.7		131.8
Total plastics technologies		143.8		148.6		464.0		430.4
Industrial fluids		26.4		24.7		78.0		71.3
Total Sales	$	170.2	$	173.3	$	542.0	$	501.7

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      Consistent with the company's internal reporting methods, segment operating profit or loss excludes restructuring costs and certain unallocated corporate and financing expenses.

Operating Information by Segment
	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
(In millions)	2003			2002			2003			2002
Operating profit (loss)
Plastics technologies
Machinery technologies - North America (a)	$	.9		$	1.5		$	1.4		$	2.2
Machinery technologies - Europe		(.4	)		(1.5	)		(2.9	)		(6.6	)
Mold technologies		.1			.4			.5			5.2
Total plastics technologies		.6			.4			(1.0	)		.8
Industrial fluids		4.8			3.4			12.0			10.5
Goodwill impairment charge (b)		(52.3	)		-			(52.3	)		-
Restructuring costs (c)		(6.4	)		(1.9	)		(18.6	)		(9.8	)
Corporate expenses		(3.1	)		(3.6	)		(10.3	)		(11.5	)
Other unallocated expenses (d)		(1.6	)		(1.0	)		(3.1	)		(2.8	)
Operating loss		(58.0	)		(2.7	)		(73.3	)		(12.8	)
Interest expense-net		(5.9	)		(6.5	)		(16.9	)		(18.2	)
Loss before income taxes	$	(63.9	)	$	(9.2	)	$	(90.2	)	$	(31.0	)

(a)	For the nine months ended September 30, 2003, includes royalty income of $4.5 million from the licensing of patented technology.
(b)	Relates to the mold technologies segment.
(c)	In the third quarter of 2003, $3.9 million relates to machinery technologies - North America, $.7 million relates to machinery technologies - Europe, $1.5 million relates to mold technologies and $.3 million relates to corporate expenses. In the third quarter of 2002, $.5 million relates to machinery technologies - North America, $.5 million relates to mold technologies and $.9 million relates to corporate expenses. For the nine months ended September 30, 2003, $7.6 million relates to machinery technologies - North America, $5.3 million relates to machinery technologies - Europe, $5.4 million relates to mold technologies and $.3 million related to corporate expenses. For the nine months ended September 30, 2002, $3.5 million relates to machinery technologies - North America, $5.2 million relates to mold technologies and $1.1 million relates to corporate expenses.
(d)	Includes financing costs, including those related to the sale of accounts receivable.

Earnings Per Common Share
      Basic earnings per common share data are based on the weighted-average number of common shares outstanding during the respective periods. In both 2003 and 2002, weighted-average shares assuming dilution excludes the effects of potentially dilutive stock options and restricted shares because their inclusion would result in a smaller loss per common share.

17

Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations
                   (Unaudited)

      Milacron operates in four business segments: machinery technologies - North America, machinery technologies - Europe, mold technologies and industrial fluids. The first three segments comprise Milacron's plastics technologies business.

Acquisitions
      As discussed in the notes to the Consolidated Condensed Financial Statements, during the first quarters of 2002 and 2003 Milacron increased to 100% its percentage ownership interests in two injection molding sales companies in Europe that had previously been accounted for on the equity method. In the first quarter of 2003, Milacron also purchased the remaining 25% of the shares of a consolidated subsidiary in Canada that manufactures mold components for injection molding.

Presence Outside the U.S.
      Beginning with the acquisition of Ferromatik in 1993, Milacron has significantly expanded its presence outside the U.S. and become more globally balanced. In the first three quarters of 2003, markets outside the U.S. represented the following percentages of our consolidated sales: Europe 28%; Canada and Mexico 7%; Asia 7%; and the rest of the world 3%. As a result of this geographic mix, foreign currency exchange rate fluctuations affect the translation of our sales and earnings, as well as consolidated shareholders' equity. During the third quarter of 2003, the weighted-average exchange rate of the euro was stronger in relation to the U.S. dollar than in the comparable period of 2002. As a result, Milacron experienced favorable currency translation effects on both sales and new orders of approximately $7 million each. The effect on earnings was not significant.

      Between December 31, 2002 and September 30, 2003, the euro strengthened against the U.S. dollar by approximately 12% which caused the majority of a $7 million increase in consolidated shareholders' equity.

      If the euro should weaken against the U.S. dollar in future periods, we could experience a negative effect in translating our non-U.S. sales, orders and earnings when compared to historical results.

Significant Accounting Policies and Judgments
      The Consolidated Condensed Financial Statements discussed herein have been prepared in accordance with accounting principles generally accepted in the United States which require management to make estimates and assumptions that affect the amounts that are included therein. The "Management's Discussion and Analysis" section of Milacron's Annual Report on Form 10-K for the year ended December 31, 2002 includes a summary of certain accounting policies, estimates and judgmental matters that management believes are significant to the company's reported financial position and results of operations. Additional accounting policies are described in the "Summary of Significant Accounting Policies" note to the Consolidated Financial Statements included in Milacron's Form 10-K. Management regularly reviews its estimates and judgments and the assumptions regarding future events and economic conditions that serve as their basis. While management believes the estimate s used in the preparation of the Consolidated Condensed Financial Statements to be reasonable in the circumstances, the recorded amounts could vary under different conditions or assumptions.

Deferred Tax Assets and Valuation Allowances
      At December 31, 2002, Milacron had significant deferred tax assets related to U.S. and non-U.S. net operating loss and tax credit carryforwards and to charges that have been deducted for financial reporting purposes but which are not yet deductible for income tax reporting. These charges include the write-down of goodwill and a charge to equity related to minimum pension funding. At December 31, 2002, we had provided valuation allowances against some of the non-U.S. assets. Valuation allowances serve to reduce the recorded deferred tax assets to amounts reasonably expected to be realized in the future. The establishment of valuation allowances and their subsequent adjustment requires a significant amount of judgment because expectations as to the realization of deferred tax assets - particularly those assets related to net operating loss carryforwards - are generally contingent on the generation of taxable income, the reversal of deferred tax liabilities in the future and the availability of qualified tax planning strategies. In determining the need for valuation allowances, management considers its short-term and long-range internal operating plans, which are based on the current economic conditions in the countries in which Milacron operates, and the effect of potential economic changes on the company's various operations.

      At December 31, 2002, Milacron had non-U.S. net operating loss carryforwards - principally in The Netherlands, Germany and Italy - totaling $152 million and related deferred tax assets of $52 million. Valuation allowances totaling $36 million had been provided with respect to these assets as of that date. Management believes that it is more likely than not that portions of the net operating loss carryforwards in these jurisdictions will be utilized. However, there is currently insufficient positive evidence in some non-U.S. jurisdictions - primarily Germany and Italy - to conclude that no valuation allowances are required.

18

      At December 31, 2002, Milacron had a U.S. federal net operating loss carryforward of $12 million which expires in 2022. Deferred tax assets related to this loss carryforward as well as to federal tax credit carryforwards and additional state and local loss carryforwards totaled $14 million. Additional deferred tax assets totaling approximately $127 million had also been provided for book deductions not currently deductible for tax purposes including the writedown of goodwill, postretirement health care benefit costs and accrued pension liabilities. The deductions for financial reporting purposes are expected to be deducted for income tax purposes in future periods at which time they will have the effect of decreasing taxable income or increasing the net operating loss carryforward. The latter will have the effect of extending the ultimate loss carryforward expiration beyond 2022.

      At December 31, 2002 and March 31, 2003, no valuation allowances had been provided with respect to the U.S. deferred tax assets based on a "more likely than not" assessment of whether they would be realized. This decision was based on the availability of qualified tax planning strategies and the expectation of increased industrial production and capital spending in the U.S. plastics industry. Higher sales and order levels in 2003 and beyond, combined with the significant reductions in Milacron's cost structure that have been achieved in recent years, were expected to result in improved operating results in relation to the losses incurred in 2001 and 2002.

      As of June 30, 2003, however, management determined that valuation allowances were required for at least a portion of the U.S. deferred tax assets. This conclusion was based on the expectation that a recovery in the U.S. plastics industry and Milacron's return to profitability in the U.S. will be delayed longer than originally expected. Due principally to this revised outlook for 2003, Milacron recorded valuation allowances totaling $71 million in the second quarter.

      During the third quarter of 2003, we increased U.S. deferred tax assets by approximately $14 million due to continued losses from operations and a goodwill impairment charge, the effects of which were partially offset by taxable income related to dividends from non-U.S. subsidiaries. Valuation allowances were also increased by $14 million. As of September 30, 2003, we continue to rely on the availability of qualified tax planning strategies to conclude that valuation allowances are not required with respect to U.S. deferred tax assets totaling approximately $70 million.

      Management will continue to reassess its conclusions regarding the amount of valuation allowances that are required on a quarterly basis. Further delays in a recovery in the U.S., particularly in capital spending in the plastics industry, could result in changes in management's estimates and the related assumptions and a requirement to record additional valuation allowances against the U.S. deferred tax assets. This could result in a further increase in income tax expense and a corresponding decrease in shareholders' equity in the period of the change.

Pensions
      As discussed more fully in Milacron's Annual Report on Form 10-K for the year ended December 31, 2002, the amount of pension income or expense recognized is heavily dependent on the assumptions used. The most critical of these assumptions are the expected rate of return on plan assets and the discount rate used to value pension liabilities. For 2003, the return on assets assumption was lowered from 9¹/₂% to 9% and we expect to continue to use that rate for 2004. However, the discount rate used to value liabilities cannot be determined until year end. Using the current 6¹/₂% rate, we expect to record pension expense in 2004 of between $7 and $8 million. However, any reduction in the rate will result in increased pension expense and a possible increase in the $117 million minimum pension liability adjustment that was recorded at December 31, 2002. In both cases, shareholders' equity would be further reduced. Conversely, howe ver, an increase in the discount rate will have the opposite effects.

Results of Operations
      In an effort to help readers better understand the composition of Milacron's operating results, certain of the discussions that follow include references to restructuring costs and other items of income and expense. Those discussions should be read in connection with (i) the tables on pages 24 and 25 of this Form 10-Q under the caption "Comparative Operating Results," (ii) the Consolidated Condensed Financial Statements and notes thereto that are included herein and (iii) the Consolidated Financial Statements and notes thereto that are included in Milacron's Annual Report on Form 10-K for the year ended December 31, 2002.

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Discontinued Operations
      As discussed more fully in the notes to the Consolidated Condensed Financial Statements, in the third quarter of 2002 Milacron completed the sales of its Valenite, Widia and Werkö metalcutting tools businesses and began to explore strategic alternatives for the sale of its round metalcutting tools and grinding wheels businesses. The round metalcutting tools business was sold in two separate transactions in the third quarter of 2003 and the grinding wheels business is expected to be sold during the fourth quarter or early in 2004. All of these businesses are reported as discontinued operations in the Consolidated Condensed Financial Statements. The comparisons of results of operations that follow exclude these businesses and relate solely to Milacron's continuing operations unless otherwise indicated.

Pension Income and Expense
      In 2002 and prior years, Milacron recorded significant amounts of income related to its defined benefit pension plan for certain U.S. employees. For all of 2002, pension income for the plan totaled $9.4 million, including $2.1 million in the third quarter. Of these amounts, $7.6 million and $1.6 million, respectively, related to Milacron's continuing operations. However, because of the significant decrease in the value of the plan's assets and changes in the rate-of-return on assets and discount rate assumptions, we currently plan to record pension income related to continuing operations of $.5 million in 2003. As discussed further below, the fluctuation between years has negatively affected margins, selling and administrative expense and earnings. We expect to incur significant pension expense in future years, including as much as $7 to $8 million in 2004. However, pension expense for 2004 will ultimately depend on the nature and extent of any assumption changes tha t will be made as of December 31, 2003 (see Significant Accounting Policies and Judgments). Cash contributions to the plan are currently projected to be approximately $4 million in 2004.

New Orders and Sales
      In the third quarter of 2003, consolidated new orders were $176 million, a decrease of $3 million, or 2%, in relation to orders of $179 million in the third quarter of 2002. Consolidated sales also decreased by $3 million from $173 million to $170 million. The decreases occurred despite favorable currency effects of $7 million as order levels and sales continued to be penalized by low levels of industrial production and capital spending in the plastics processing industry.

      For the first nine months of 2003, consolidated new orders totaled $553 million, an increase of $36 million, or 7%, in relation to orders of $517 million in the comparable period of 2002. Sales totaled $542 million in the first nine months of 2003 compared to $502 million in 2002. Favorable currency effects resulting principally from the comparative strength of the euro in relation to the U.S. dollar contributed approximately $28 million of the increases in both sales and orders.

      Export orders were $19 million in the third quarter of 2003 compared to $16 million in 2002. Export sales decreased from $20 million in 2002 to $17 million in 2003. For the first nine months of 2003, export orders and sales both totaled $53 million. In the comparable period of 2002, export orders and sales were $47 million and $51 million, respectively. Sales of all segments to non-U.S. markets, including exports, totaled $82 million in the third quarter of 2003 compared to $80 million in 2002. Non-U.S. sales were $246 million in the first nine months of 2003 compared to $217 million in the comparable period of 2002. For the first three quarters of 2003 and 2002, products sold outside the U.S. were approximately 45% and 43% of sales, respectively, while products manufactured outside the U.S. represented 39% and 37% of sales, respectively.

      Milacron's backlog of unfilled orders at September 30, 2003 was $92 million compared to $76 million at December 31, 2002 and $80 million at September 30, 2002. The increase in relation to December 31, 2003 was due in part to higher order levels for injection molding machines and blow molding systems in North America and injection molding machines in Europe. The increase in relation to September 30, 2002 relates to blow molding in North America and injection molding in Europe. Currency effects contributed to the increases in relation to both prior dates.

Margins, Costs and Expenses
      The consolidated manufacturing margin was 18.3% in the third quarter of 2003, virtually unchanged from 18.2% in the third quarter of 2002. Margins remained low in relation to historical levels due to reduced sales volume and the related underabsorption of manufacturing costs. Increased competitive pricing pressures for plastics processing machinery in both North America and Europe and a $1.0 million decrease in the amount of pension income included in cost of products sold also penalized margins in 2003. Conversely, margins benefited from our recent cost cutting initiatives and process improvements. As discussed below, in response to low levels of demand - particularly in the plastics processing industry - we initiated restructuring actions late in 2002 and in the first half of 2003 for the purpose of further lowering our cost structure. Additional actions were implemented in the third quarter of 2003.

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      The consolidated manufacturing margin for the first nine months of 2003 was 16.8% compared to 17.6% in the comparable period of 2002. Excluding $3.8 million of second quarter restructuring costs, the consolidated margin was 17.5% in the first nine months of 2003. The results for the first nine months of 2003 reflect the effects of increased discounting in the plastics processing machinery industry. Margins were also penalized by a $3.6 million reduction in pension income in relation to the same period of 2002. The cost-cutting initiatives that have been completed to date and that are currently in progress, combined with our implementation of Six Sigma and Lean Manufacturing techniques, helped to minimize an otherwise adverse comparison.

      Total selling and administrative expense decreased modestly in dollar amount in the third quarter of 2003 despite higher variable selling costs arising from increased sales and a $.4 million of reduction in pension income. As a percentage of sales, selling expense increased from 13.8% to 14.8%. Administrative expense decreased by 15% due to our cost cutting initiatives.

      For the first nine months of 2003, selling and administrative expense totaled $95.3 million compared to $90.7 million in 2002. As a percentage of sales, selling expense increased modestly from 13.9% to 14.2% and increased in dollar amount due in part to higher variable selling expense and costs related to the triennial National Plastics Exposition that was held in the second quarter. In the first nine months of 2002, selling expense included $1.5 million of pension income compared to less than $.1 million in 2003.

      Other expense-net decreased from $1.5 million in the third quarter of 2002 to income of $.2 million in 2003. Other expense-net increased from $.6 million in the first nine months of 2002 to $2.0 million in 2003. The year-to-date amount for 2002 includes $4.5 million of income related to the licensing of patented technology.

      Interest expense net of interest income decreased for both the third quarter of 2003 and year-to-date period due to the effects of the allocation of interest to discontinued operations in prior periods.

Goodwill Impairment Charge
      In the third quarter of 2003, Milacron recorded a goodwill impairment charge of $52.3 million (with no tax benefit) to adjust the carrying value of the goodwill of two businesses included in the mold technologies segment. The charge resulted from a downward adjustment of the future cash flows expected to be generated by these businesses due to the delay in the general economic recovery in both North America and Europe. The largest decrease in cash flow expectations related to our European mold base and components business due to continued weakness in the markets it serves. The third quarter charge - which was calculated by discounting estimated future cash flows - is preliminary and may be adjusted in the fourth quarter based on revised estimates of the fair values of certain tangible and intangible assets. The amount of any future adjustments cannot be determined at this time.

Restructuring Costs
      As discussed more fully in the notes to the Consolidated Condensed Financial Statements, in November, 2002, we announced additional restructuring initiatives intended to improve operating efficiency and customer service. One of these actions involved the transfer of all manufacture of container blow molding machines and structural foam systems from the plant in Manchester, Michigan to our more modern and efficient facility near Cincinnati, Ohio. The mold making operation in Manchester will also be moved to a smaller, more cost-effective location near the present facility. In another action, the manufacture of special mold bases for injection molding at the Monterey Park, California plant was discontinued and transferred to other facilities in North America.

      Early in 2003, we initiated a plan for the further restructuring of our European blow molding machinery operations, including the discontinuation of the manufacture of certain product lines at the Magenta, Italy plant. The restructuring has resulted in the elimination of approximately 35 positions at Magenta and restructuring expense of $4.6 million. Cash costs are expected to total approximately $1 million, of which $.6 million has been spent to date.

      Early in the second quarter of 2003, we initiated a plan to close the special mold base machining operation in Mahlberg, Germany and relocate a portion of its manufacturing to another facility. Certain other production is being outsourced. The closure is expected to result in restructuring costs of approximately $3.8 million - including $2.9 million in the second and third quarters of 2003 - and the elimination of approximately 65 positions. Cash costs are expected to be approximately $3 million, most of which has been spent. The annual cost savings are expected to be in excess of $3 million.

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      Early in the third quarter of 2003, we began to implement additional restructuring initiatives that focus on further overhead cost reductions in each of Milacron's plastics technologies segments and at the corporate office. These actions, which involve the relocation of production, closure of sales offices, voluntary early retirement programs and general overhead reductions, are expected to result in the elimination of approximately 300 positions worldwide and restructuring costs of $11 to $12 million during the second half of 2003, including $6.0 million in the third quarter. Cash costs related to these initiatives, which are expected to reduce Milacron's overhead by approximately $19 million annually, will be $8 to $9 million, of which $1.7 million was spent in the third quarter. An additional $4 million will be spent in the fourth quarter.

      In total, the actions initiated in 2002 and 2003 that are discussed above resulted in pretax restructuring costs of $6.4 million in the third quarter of 2003 and $18.0 million for the nine months ended September 30, 2003. Cash costs totaled $2.4 million in the third quarter and $7.9 million for the year-to-date period. For the first nine months of 2003, restructuring costs also include $.6 million related to the integration of EOC and Reform, two businesses acquired in 2001, with Milacron's existing mold base and components business in Europe. The integration also resulted in restructuring expense of $.5 million in the third quarter of 2002 and $4.3 million for the nine months ended September 30, 2002. Restructuring costs for the third quarter of 2002 and the nine months ended September 30, 2002 also include $1.4 million and $5.5 million, respectively, related to initiatives announced late in 2001 to consolidate manufacturing operations and reduce Milacron's cost structure and to third quarter, 2002 actions to reduce corporate and other indirect costs as a result of the dispositions of Valenite and Widia and Werkö.

      For all of 2003, restructuring costs related to the actions discussed above, including $4 to $5 million to complete the actions initiated in 2002, are expected to total between $25 and $26 million. Cash costs for all of 2003 are expected to be approximately $14 million.

Results by Segment
      The following sections discuss the operating results of Milacron's business segments which are presented in tabular form on pages 16 and 17 of this Form 10-Q.

      Machinery technologies - North America -The machinery technologies - North America segment had new orders of $74 million in the third quarter of 2003, a decrease of $5 million, or 6%, in relation to orders of $79 million in 2002. Sales totaled $72 million and $74 million in the third quarters of 2003 and 2002, respectively. The segment's manufacturing margin decreased due in part to weaker price realization and reduced pension income. Excluding restructuring costs of $3.9 million, the segment had operating earnings of $.9 million in the third quarter of 2003 compared to earnings excluding restructuring of $1.5 million in 2002. Restructuring costs totaled $.5 million in the third quarter of 2002. The segment's results in 2003 were adversely affected by a $1.2 million reduction in U.S. pension income.

      For the first nine months of 2003, the segment had new orders of $243 million and sales of $235 million compared to $233 million and $217 million, respectively, in the comparable period of the prior year. Manufacturing margins improved but the segment's operating profit, excluding $7.6 million of restructuring costs, was $1.4 million in the first nine months of 2003 compared to $2.2 million in 2002, which also excludes $3.5 million of restructuring costs. The operating profit amount for 2002 includes $4.5 million of royalty income from the licensing of patented technology that was received in the first quarter of that year. The segment's results for the first nine months of 2002 included $4.5 million of pension income. Pension income for the segment was $.3 million in the first nine months of 2003.

      Machinery technologies - Europe -The machinery technologies - Europe segment had new orders and sales of $37 million and $33 million, respectively, in the third quarter of 2003 compared to new orders and sales of $35 million in 2002. Currency effects contributed approximately $4 million of incremental sales and new orders in 2003. As a result of the restructuring actions taken earlier in 2003, the segment's manufacturing margin improved significantly despite reduced price realization for injection molding machines. The segment's operating loss decreased from $1.5 million in the third quarter of 2002 to $.4 million in 2003 due to the benefits of the restructuring. The amount for 2003 excludes $.7 million of expense related to additional restructuring actions initiated in the third quarter.

      The machinery technologies - Europe segment had new orders of $109 million in the first nine months of 2003 compared to $88 million in the comparable period of 2002. The $21 million increase includes approximately $16 million that resulted from favorable currency effects. The segment's sales totaled $107 million in 2003 and $86 million in 2002. Currency effects contributed $15 million of incremental sales in 2003. The segment's manufacturing margins improved and its operating loss excluding restructuring costs decreased from $6.6 million in the first nine months of 2002 to $2.9 million in 2003. Restructuring costs totaled $5.3 million in the year-to-date period of 2003.

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      Mold technologies -Despite favorable currency effects of $2 million, new orders in the mold technologies segment decreased from $42 million in the third quarter of 2002 to $39 million in 2003. Sales decreased from $41 million to $39 million. The decreases were due in part to low levels of industrial production and capacity utilization in the U.S. and European plastics processing industries. The segment's manufacturing margin decreased and its profitability continued to be adversely affected by inefficiencies related to the consolidation of its European operations. As a result of these factors, the segment's operating profit excluding restructuring costs and the previously discussed goodwill impairment charge decreased from $.4 million in the third quarter of 2002 to $.1 million in 2003. Restructuring costs were $1.5 million in 2003 and $.5 million in 2002.

      New orders and sales in the mold technologies segment both totaled $127 million in the first nine months of 2003. In the comparable period of 2002, new orders and sales were both $132 million. The decreases in new orders and sales occurred despite favorable currency effects. The segment's manufacturing margin was lower and its operating profit excluding restructuring costs and goodwill impairment decreased from $5.2 million in the first nine months of 2002 to $.5 million in 2003. Restructuring costs were $5.4 million and $5.2 million in the first nine months of 2003 and 2002, respectively.

      Industrial Fluids -The industrial fluids segment had new orders and sales of $26 million each in the third quarter of 2003 compared to $25 million in 2002 with both increases being due principally to favorable currency effects. The segment's manufacturing margin increased modestly and its operating profit improved from $3.4 million in 2002 to $4.8 million in 2003 despite higher energy-related costs and the absence of $.2 million of pension income.

      For the first nine months of 2003, the industrial fluids segment had new orders and sales of $78 million each compared to $71 million in 2002. Currency effects contributed a majority of the increases. Although manufacturing margins were slightly lower, the segment's operating profit increased from $10.5 million in 2002 to $12.0 million in 2003.

Loss Before Income Taxes
      Milacron's pretax loss for the third quarter of 2003 was $63.9 million which includes the goodwill impairment charge of $52.3 million and restructuring costs of $6.4 million. In the comparable period of 2002, Milacron's pretax loss was $9.2 million which includes restructuring costs of $1.9 million. The pretax loss for 2003 includes $1.4 million less pension income than in 2002.

      For the nine-month period ended September 30, 2003, Milacron had a pretax loss of $90.2 million compared to $31.0 million in the equivalent period of 2002. The loss for 2003 includes the impairment charge, restructuring costs of $18.6 million and pension income of $.3 million. In 2002, restructuring costs totaled $9.8 million and pension income was $5.2 million. Pretax results for 2002 also included the previously discussed royalty income of $4.5 million.

Income Taxes
      As was previously discussed (see Significant Accounting Policies and Judgments - Deferred Tax Assets and Valuation Allowances), Milacron recorded an additional $71 million charge to the second quarter, 2003 provision for income taxes to establish valuation allowances against a portion of its U.S. deferred tax assets. Additional deferred tax assets and valuation allowances were recorded in the third quarter. Due to the geographic mix of earnings, results for the quarter of 2003 also include expense related to operations in profitable non-U.S. jurisdictions. This resulted in a third quarter provision for income taxes of $1.8 million despite a pretax loss of $63.9 million. In 2002, the effective tax benefit rate was 51%.

      Because of the second quarter adjustment that is discussed above, Milacron's provision for income taxes for the nine months ended September 30, 2003 was $71.4 million while the pretax loss for the period totaled $90.2 million. In the comparable period of 2002, the effective tax benefit rate was 37%.

Loss from Continuing Operations
      Milacron's third quarter, 2003 loss from continuing operations was $65.7 million, or $1.95 per share, compared to a loss of $4.5 million, or $.14 per share, in 2002. The loss for 2003 includes the goodwill impairment charge of $52.3 million (with no tax effect) and after-tax restructuring costs of $6.3 million. The amount for 2002 includes after-tax restructuring costs of $1.1 million. After-tax pension income for the principal U.S. plan was $.3 million in the third quarter of 2003 compared to income of $1.1 million in 2002.

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      For the first three quarters of 2003, Milacron had a loss from continuing operations of $161.6 million, or $4.81 per share, which includes the $71 million tax adjustment, the $52.3 million goodwill impairment charge and after-tax restructuring costs of $17.4 million. Including after-tax restructuring costs of $6.2 million and after-tax royalty income of $2.8 million, Milacron's loss from continuing operations for the first nine months of 2002 was $19.4 million, or $.59 per share. In the first nine months of 2002, after-tax pension income totaled $3.4 million compared to $.3 million in 2003.

Discontinued Operations
      In both 2003 and 2002, the loss from discontinued operations includes the operating results of Milacron's grinding wheels and round metalcutting tools operations. The divestiture of the latter business was completed in the third quarter of 2003. In 2002, discontinued operations also includes the results of Milacron's Widia, Werkö and Valenite metalcutting tools operations, the divestitures of which were completed in the third quarter of that year. The operating losses incurred in both years resulted from depressed levels of industrial production in North America, and - in 2002 - Europe and India and from inefficiencies associated with managing businesses in the process of being sold.

      In the third quarter of 2002 and for the nine months ended September 20, 2002 discontinued operations also includes a gain of $29.4 million on the sale of Valenite. A second quarter loss of $15.3 million on the sale of Widia and Werkö is also included in discontinued operations for the year-to-date period of 2002.

Cumulative Effect of Change in Method of Accounting
      Effective January 1, 2002, Milacron recorded a pretax goodwill impairment charge of $247.5 million ($187.7 after tax or $5.61 per share) as the cumulative effect of a change in method of accounting in connection with the adoption of Statement of Financial Accounting Standards No. 142. Approximately 75% of the pretax charge related to the company's blow molding and round metalcutting tools businesses, the latter of which is now reported as a discontinued operation.

Net earnings (loss)
      Including the goodwill impairment charge, restructuring costs and the results of discontinued operations, Milacron had a net loss of $67.7 million, or $2.01 per share, in the third quarter of 2003. In the third quarter of 2002, Milacron had net earnings of $14.5 million, or $.43 per share, which includes the gain on the sale of Valenite of $29.4 million, or $.88 per share.

      For the first nine months of 2003, Milacron's net loss was $167.3 million, or $4.98 per share, which includes the effects of the previously discussed goodwill impairment charge, tax adjustment and restructuring costs. In the comparable period of 2002, Milacron's net loss was $217.4 million, or $6.50 per share, which includes the cumulative effect charge discussed above and restructuring costs.

Comparative Operating Results
      Due to the significant effects of restructuring costs in recent years, the following tables are provided to assist the reader in better understanding Milacron's segment operating earnings (loss) including these amounts.

Machinery Technologies - North America Operating Results
	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
(In millions)	2003			2002			2003			2002
Segment operating earnings as reported (a)	$	.9		$	1.5		$	1.4		$	2.2
Restructuring costs		(3.9	)		(.5	)		(7.6	)		(3.5	)
Adjusted operating earnings (loss) (a)	$	(3.0	)	$	1.0		$	(6.2	)	$	(1.3	)

(a)   For the nine months ended September 30, 2003, includes $4.5 million of royalty income from the licensing of patented technology.

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Machinery Technologies - Europe Operating Results
	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
(In millions)	2003			2002			2003			2002
Segment operating loss as reported	$	(.4	)	$	(1.5	)	$	(2.9	)	$	(6.6	)
Restructuring costs		(.7	)		-			(5.3	)		-
Adjusted operating loss	$	(1.1	)	$	(1.5	)	$	(8.2	)	$	(6.6	)

Mold Technologies Operating Results
	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
(In millions)	2003			2002			2003			2002
Segment operating earnings as reported	$	.1		$	.4		$	.5		$	5.2
Restructuring costs		(1.5	)		(.5	)		(5.4	)		(5.2	)
Adjusted operating loss	$	(1.4	)	$	(.1	)	$	(4.9	)	$	-

(a)   The industrial fluids segment had no restructuring costs in 2003 or 2002.

Market Risk

Foreign Currency Exchange Rate Risk
      Milacron uses foreign currency forward exchange contracts to hedge its exposure to adverse changes in foreign currency exchange rates related to firm commitments arising from international transactions. The company does not hold or issue derivative instruments for trading purposes. At September 30, 2003, Milacron had no outstanding forward contracts. Forward contracts totaled $5.0 million at December 31, 2002, and $5.6 million at September 30, 2002. The annual potential loss from a hypothetical 10% adverse change in foreign currency rates on Milacron's foreign exchange contracts at December 31, 2002 or September 30, 2002 would not materially affect Milacron's consolidated financial position, results of operations or cash flows.

Interest Rate Risk
      At September 30, 2003, Milacron had fixed interest rate debt of $260 million, including $115 million of 8³/₈% Notes due March 15, 2004, and €115 million ($132 million) of 7⁵/₈% Eurobonds due April 6, 2005. We also had floating rate debt totaling $53 million, with interest fluctuating based primarily on changes in LIBOR. At September 30, 2002 and December 31, 2002, fixed rate debt totaled $240 million and $246 million, respectively, and floating rate debt totaled $56 million as of both dates. We also sell up to $42.5 million of accounts receivable under our receivables purchase agreement, which results in financing fees that fluctuate based on changes in commercial paper rates. As a result, annual interest expense and financing fees fluctuate based on changes in short-term borrowing rates. The potential annual loss on floating rate debt from a hypothetical 10% increase in interest rates would be approximately $.3 million at September 30, 2003, $.4 million at December 31, 2002 and $.4 million at September 30, 2002.

Other Matters
      In October, 2003, the Board of Directors, after consideration of advice of independent compensation consultants, approved an employee retention program for certain key employees, including the chief executive officer and other corporate officers. The retention program includes the grant of restricted stock awards and the adoption of a temporary enhanced severance plan that pays benefits in the event of a participant's future termination. The stock awards begin to vest in November, 2005, and the enhanced severance plan expires December 31, 2005. For a complete copy of the enhanced severance plan document, see Exhibit 10.35 of this Form 10-Q.

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Liquidity and Sources of Capital
      At September 30, 2003, Milacron had cash and cash equivalents of $63 million, a decrease of $59 million from December 31, 2002. Approximately $24 million of the decrease resulted from the payment of post-closing adjustments related to the divestitures of Valenite and Widia and Werkö which were sold in 2002. Of the $63 million of cash, a substantial amount was held in foreign accounts in support of our non-U.S. operations. Were this non-U.S. cash to be repatriated, it would trigger withholding taxes in foreign jurisdictions.

      Operating activities provided $2 million of cash in the third quarter of 2003 compared to $3 million of cash provided in 2002. In 2003, the effects of reductions in inventories and increases in trade accounts payable were largely offset by increases in accounts receivable and payments of other current liabilities. For the first nine months of 2003, operating activities used $21 million of cash compared to $22 million of cash provided in the comparable period of 2002. The use of cash in 2003 was due in part to reductions of trade payables and other current liabilities which more than offset the beneficial effects of reductions in inventories. The positive cash flow from operating activities in the first three quarters of 2002 resulted principally from reductions in inventories.

      Investing activities provided $3 million of cash in the third quarter of 2003 due to the proceeds from the sale of the discontinued round metalcutting tools business. In 2002, investing activities provided $310 million of cash due principally to the proceeds from the divestitures of Valenite and Widia and Werkö. For the first nine months of 2003, investing activities used $29 million of cash, including $24 million for post-closing adjustments related to the 2002 divestitures and $7 million for the previously discussed increases in ownership interest in two affiliates. In the first nine months of 2002, investing activities provided $311 million of cash due principally to the divestitures.

      In the third quarter of 2003, financing activities used $2 million of cash due entirely to repayments of debt. In the comparable period of 2002, financing activities used $267 million of cash due to repayments of borrowings under lines of credit using the divestiture proceeds. For the first three quarters of 2003, financing activities used $5 million of cash compared to a usage of $301 million in 2002. Both amounts related principally to repayment of debt.

      Milacron's current ratio related to continuing operations was 1.0 at September 30, 2003 compared to 1.6 at December 31, 2002 and 1.5 at September 30, 2002. The change from the earlier dates is due to the reclassification of $115 million of 8³/₈% Notes due March 15, 2004 from noncurrent liabilities at September 30, 2002 and December 31, 2002 to current liabilities at September 30, 2003.

      Total debt was $313 million at September 30, 2003 compared to $302 million at December 31, 2002. The increase resulted entirely from currency effects despite almost $5 million of debt repayments during the year.

      Total shareholders' equity was a negative $26 million at September 30, 2003, a decrease of $160 million from December 31, 2002. The decrease resulted from the net loss incurred for the first three quarters which includes the effects of the $52 million goodwill impairment charge in the third quarter and the $71 million tax provision to establish U.S. valuation allowances in the second quarter.

      The company's debt obligations for the remainder of 2003 and beyond are shown in the following table. At September 30, 2003, obligations under operating leases are not significantly different from the amounts reported in Milacron's Annual Report on Form 10-K for the year ended December 31, 2002.

Debt Obligations
(In millions)	2003		2004		2005		2006		After 2006
Long-term debt and lease obligations	$	.7	$	117.6	$	137.1	$	2.1	$	12.6
Revolving credit facility		-		42.0		-		-		-
Other lines of credit		.4		-		-		-		-
Total debt obligations	$	1.1	$	159.6	$	137.1	$	2.1	$	12.6

      Note: The above table excludes contingent liabilities of up to $17.8 million related to sales of receivables and loan guarantees.

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      Our ability to satisfy our 2003 obligations and other short-term liquidity needs is a function of a number of factors, the most important of which include our available cash and cash equivalents, our continued ability to borrow under our revolving credit facility and other lines of credit, our ability to continue to utilize our receivables purchase agreement, the cash costs of our restructuring programs and our cash flow from operating activities.

      At September 30, 2003, we had cash and cash equivalents of approximately $63 million of which approximately $4 million has been used to collateralize sales of certain non-U.S. receivables.

      At September 30, 2003, Milacron had lines of credit with various U.S. and non-U.S. banks totaling approximately $101 million, including a $65 million committed revolving credit facility that reduces to $55 million at December 15, 2003. At September 30, 2003, $54 million of the revolving credit facility was utilized, including outstanding letters of credit of $12 million. Additional borrowings of revolving loans under the facility are prohibited unless all domestic cash is expected to be less than $5 million at the time of such borrowing and are subject to certain other conditions. The facility matures on March 15, 2004.

      At September 30, 2003, Milacron had availability of approximately $21 million for use under certain circumstances under existing lines of credit other than the facility.

      The revolving credit facility includes a number of financial and other covenants, the most significant of which requires Milacron to achieve specified minimum levels of four quarter trailing cumulative consolidated EBITDA (earnings before interest, taxes, depreciation and amortization). At September 30, 2003, Milacron was in compliance with all covenants.

      For the balance of 2003, Milacron's significant cost cutting actions coupled with an expected modest, gradual improvement in business conditions cause us to believe that operating results will continue to improve. On October 31, 2003, the company provided guidance to analysts on a range of expected financial results for the fourth quarter. To be in compliance with the financial (EBITDA) covenant, the actual results would need to exceed the lower range of these estimated results. If the company is unable to meet the covenants, it is possible that it would not be in compliance. In that event, we would attempt to renegotiate the covenants with the bank group to assure compliance. However, our lenders' actions are not controllable by us and if the renegotiations were not successful, the company could be placed in default under the agreement, which would allow the lenders to declare the outstanding borrowings currently due and payable. In addition, due to cross-acceleration provisions in Milacron's other agreements, over 90% of our other debt could become payable in full and our receivables purchase program (as discussed below) could be terminated if we were in default under the revolving credit facility. Were these events to occur, we would experience a material adverse impact on our reported liquidity, financial position and results of operations.

      In addition to the revolving credit facility, as of September 30, 2003 we had a number of other credit lines totaling $36 million, o f which approximately $21 million was available for use under various conditions. Under the terms of the revolving credit facility, increases in debt are primarily limited to current lines of credit and certain other indebtedness from other sources.

      Milacron's debt and credit are rated by Standard & Poor's (S & P) and Moody's Investors Service (Moody's). S & P's corporate credit rating for Milacron is currently B-. The company's senior secured bank facility is also rated at B- and its senior unsecured debt is rated CCC+. On November 5, 2003, S & P placed Milacron on "CreditWatch Negative." Moody's senior implied and senior secured ratings are B3 and its senior unsecured rating is Caa1. Their outlook is "negative."

      None of the company's debt instruments include rating triggers that would accelerate maturity or increase interest rates in the event of a ratings downgrade. Accordingly, any future rating downgrades would have no significant short-term effect, although they could potentially affect the types and cost of credit facilities and debt instruments available to the company in the future.

      Another important source of liquidity is our accounts receivable purchase program with a third-party financial institution. Although the agreement could be terminated upon the occurrence of certain events, some of which may be beyond our control, we expect to continue to be able to use the program through December 31, 2003 when the liquidity facility that supports the agreement is currently scheduled to expire. The third party financial institution and certain other participants in the liquidity facility have advised us that they do not intend to extend the liquidity facility beyond December 31, 2003. Alternative lenders have expressed an interest in executing other forms of receivables financing arrangements under certain conditions. However, no commitments have been obtained and there is no assurance as to the amounts that would be available or as to whether the terms of any such arrangements would be acceptable. At September 30, 2003, $27.0 millio n of the $42.5 million facility was utilized. Of the total amount utilized, approximately $2.4 million relates to the grinding wheels business that is being treated as a discontinued operation. The amount available to the company will be reduced by $2.5 million effective with its disposition. To the extent that the amount of eligible accounts receivable increases due to improved business conditions, we expect to be able to utilize the remaining amounts available under the facility through 2003.

27

      Milacron expects to generate positive cash flow from operating activities for the balance of 2003, which will be partially offset by up to $3 to $4 million for capital expenditures.

      Assuming there is no significant deterioration in the markets we serve and we do not experience any unanticipated cash requirements, we believe that Milacron's current cash position, cash flow from operations, available credit lines and capacity to sell receivables will be sufficient to meet the company's operating and capital requirements for the remainder of 2003.

      Other than amounts payable in connection with the accounts receivable purchase program as described above, Milacron has no significant debt or similar repayment obligations until March 15, 2004, at which time its revolving credit facility and $115 million of 8³/₈% public notes mature. We are currently engaged in discussions with a number of potential lenders with the objective of replacing by year end the revolving credit facility and receivables securitization program. At the same time, we continue to explore a variety of options to refinance Milacron's public debt - the $115 million of 8³/₈% Notes and the €115 million 7⁵/₈% Eurobonds that are due in April, 2005. In furtherance of this effort, a special committee of the board of directors has been formed to provide advice and assistance in evaluating these various alternatives. However, if such alternatives are not available on terms and conditions satisfactory to the company, we may not be able to satisfy these obligations at their stated maturities and could be placed in default under the agreements governing the 8³/₈% public notes and the revolving credit facility. In addition, due to cross-acceleration provisions in Milacron's other agreements, over 90% of our other debt could become payable in full. Were these events to occur, we would experience a material adverse impact on reported liquidity, financial position and results of operations.

Cautionary Statement
      Milacron wishes to caution readers about all of the forward-looking statements in the "Management's Discussion and Analysis" section and elsewhere. These include all statements that speak about the future or are based on our interpretation of factors that might affect our businesses. We believe the following important factors, among others, could affect Milacron's actual results in 2003 and beyond and cause them to differ materially from those expressed in any of our forward-looking statements:

• Milacron's ability to refinance the debt obligations due in 2004 and 2005 and the potential costs and effects associated with any such refinancings, including changes in the terms of Milacron's debt, financing costs and potential changes in Milacron's capital structure including potential equity dilution;
• Milacron's continued ability to borrow under its lines of credit and sell accounts receivable under our receivables purchase agreement or a replacement agreement;
• global and regional economic conditions, consumer spending, capital spending levels and industrial production, particularly in segments related to the level of automotive production and spending in the plastics and construction industries;
• fluctuations in currency exchange rates of U.S. and foreign countries, including countries in Europe and Asia where Milacron has several principal manufacturing facilities and where many of our customers, competitors and suppliers are based;
• fluctuations in interest rates which affect the cost of borrowing under Milacron's lines of credit and financing costs related to the sale of domestic accounts receivable;
• production and pricing levels of important raw materials, including plastic resins, which are a key material used by purchasers of Milacron's plastics technologies products, as well as steel, oil, and industrial grains used in the production of grinding wheels;
• lower than anticipated levels of plant utilization resulting in production inefficiencies and higher costs, whether related to the delay of new product introductions, improved production processes or equipment, or labor relations issues;
• customer acceptance of new products introduced during 2002 and 2003;
• any major disruption in production at key customer or supplier facilities or at Milacron's facilities;
• disruptions in global or regional commerce due to wars, social, civil or political unrest in the non-U.S. countries in which Milacron operates and to acts of terrorism, continued threats of terrorism and military, political and economic responses (including heightened security measures) to terrorism;
• alterations in trade conditions in and between the U.S. and non-U.S. countries where Milacron does business, including export duties, import controls, quotas and other trade barriers;
• changes in tax, environmental and other laws and regulations in the U.S. and non-U.S. countries where Milacron does business;
• litigation, claims or assessments, including but not limited to claims or problems related to product liability, warranty or environmental issues; and
• fluctuations in stock market valuations of pension plan assets that could result in increased pension expense and reduced shareholders' equity and require us to make significant cash contributions in the future.

28-29

Item 3. Quantitative and Qualitative Disclosures about Market Risk
      The information required by Item 3 is included in Item 2 on page 25 of this Form 10-Q.

Item 4. Disclosure Controls and Procedures
      As of the end of the period covered by this report, the company conducted an evaluation (under the supervision and with the participation of the company's management, including the chief executive officer and chief financial officer), pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the effectiveness of the design and operation of the company's disclosure controls and procedures. Based on this evaluation, the company's chief executive officer and chief financial officer concluded that as of the end of the period covered by this report, such disclosure controls and procedures were reasonably designed to ensure that information required to be disclosed by the company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission.

      Since the end of the period covered by this report, there have not been any significant changes in internal controls or in other factors that could significantly affect the internal controls.

30

PART II Other Information

Item 1.  Legal Proceedings
      Various lawsuits arising during the normal course of business are pending against the company and its consolidated subsidiaries. In several such lawsuits, some of which seek substantial dollar amounts, multiple plaintiffs allege personal injury involving metalworking fluids supplied and/or managed by the company. The company is vigorously defending these claims and believes it has reserves and insurance coverage sufficient to cover potential exposures.

      While, in the opinion of management, the liability resulting from these matters will not have a significant effect on the company's consolidated financial position or results of operations, the outcome of individual matters cannot be predicted with reasonable certainty at this time.

Item 6.  Exhibits and Reports on Form 8-K
(a)	Exhibits
	Exhibit (3)	—	Certificate of Incorporation and Bylaws
	Exhibit (4)	—	Instruments Defining the Rights of Security Holders, Including Indentures
	Exhibit (10)	—	Material Contracts
	Exhibit (11)	—	Statement Regarding Computation of Per Share Earnings — filed as a part of Part I
	Exhibit (31)	—	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act
	Exhibit (32)	—	Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b)	Reports on Form 8-K
	•  The company filed a current report on Form 8-K dated July 17, 2003 containing information pursuant to Items 7     and 9, concerning the lowering by the company of its earnings estimate for the second quarter, 2003.
	•  The company filed a current report on Form 8-K dated July 29, 2003 containing information pursuant to Items     12 and 7, concerning the second quarter earnings release.
	•  The company filed a current report on Form 8-K dated August 13, 2003 containing information pursuant to Item     5, concerning the execution of Amendment Number Nine to the company's revolving credit facility.

31

Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
		Milacron Inc.
Date:	November 13, 2003	By:	/s/Ross A. Anderson
			Ross A. Anderson Controller
Date:	November 13, 2003	By:	/s/Robert P. Lienesch
			Robert P. Lienesch Vice President - Finance and Chief Financial Officer

32

Index to Exhibits
Exhibit No.			Page
2.	Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession - not applicable.
3.	Articles of Incorporation and By-Laws.
	3.1	Restated Certificate of Incorporation filed with the Secretary of State of the State of     Delaware on June 3, 2003.     - Incorporated herein by reference to the company's Form 8-K dated June 3, 2003.
	3.2	Amended and Restated By-Laws     - Incorporated herein by reference to the company's Form 8-K dated June 3, 2003.
4.	Instruments Defining the Rights of Security Holders, Including Indentures:
	4.1	83/8% Notes due 2004     - Incorporated herein by reference to the company's Amendment No. 3 to         Form S-4 Registration Statement dated July 7, 1994 (File No. 33-53009).
	4.2	75/8% Guaranteed Bonds due 2005     - Fiscal Agency Agreement among Milacron Capital Holdings B.V., Milacron Inc.,         Duetsche Bank AG London and Deutsche Bank Luxemburg S.A. dated April 6, 2000.     - Incorporated herein by reference to the company's Form 10-K for the fiscal year ended         December 31, 2002.     - Subscription Agreement between ABN AMRO Bank N.V., Milacron Holdings B.V.,         and Milacron Inc. dated April 5, 2000.     - Incorporated herein by reference to the company's Form 10-K for the fiscal year ended         December 31, 2002.
	4.3	Milacron Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the instruments with respect to long-term debt for securities authorized thereunder which do not exceed 10% of the registrant's total consolidated assets.
10.	Material Contracts:
	10.1	Milacron 1991 Long-Term Incentive Plan     - Incorporated herein by reference to the company's Proxy Statement          dated March 22, 1991.
	10.2	Milacron 1994 Long-Term Incentive Plan, as amended     - Incorporated herein by reference to the company's Form 10-Q for the         quarter ended June 30, 2003.
	10.3	Milacron 1997 Long-Term Incentive Plan, as amended     - Incorporated herein by reference to the company's Form 10-Q for the         quarter ended June 30, 2003.
	10.4	Milacron 2002 Short-Term Incentive Plan, as amended     - Incorporated herein by reference to the company's Form 10-Q for the         quarter ended March 31, 2003.
	10.5	Milacron Supplemental Pension Plan, as amended     - Incorporated by reference to the company's Form 10-K for the fiscal year          ended December 31, 1999.
	10.6	Milacron Supplemental Retirement Plan, as amended     - Incorporated herein by reference to the company's Form 10-Q for the         quarter ended June 30, 2003.
	10.7	Milacron Inc. Plan for the Deferral of Director's Compensation, as amended     - Incorporated by reference to the company's Form 10-K for the fiscal year         ended December 31, 1998.
	10.8	Milacron Inc. Retirement Plan for Non-Employee Directors, as amended     - Incorporated herein by reference to the company's Form 10-Q for the         quarter ended June 30, 2003.
	10.9	Milacron Supplemental Executive Retirement Plan, as amended     - Incorporated by reference to the company's Form 10-K for the fiscal year         ended December 31, 1999.
	10.10	Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Cincinnati Milacron Kunststoffmaschinen Europe GmbH, the lenders listed therein and Bankers Trust Company, as Agent.     - Incorporated by reference to the company's Form 10-K for the fiscal year         ended December 31, 1998.
	10.11	Milacron Compensation Deferral Plan, as amended     - Incorporated herein by reference to the company's Form 10-Q for the         quarter ended June 30, 2003.
	10.12	Rights Agreement dated as of February 5, 1999, between Milacron Inc. and Chase Mellon Shareholder Services, L.L.C., as Rights Agent     - Incorporated herein by reference to the company's Registration Statement         on Form 8-A (File No. 001-08485).
	10.13	Purchase and Sale Agreement between UNOVA, Inc., UNOVA Industrial Automation Systems, Inc., UNOVA U.K. Limited and Cincinnati Milacron Inc. dated August 20, 1998.     - Incorporated herein by reference to the company's Form 8-K         dated October 2, 1998.
	10.14	Purchase and Sale Agreement between Johnson Controls, Inc., Hoover Universal, Inc., and Cincinnati Milacron Inc. dated August 3, 1998.     - Incorporated herein by reference to the company's Form 8-K         dated September 30, 1998.
	10.15	Amendment Number One dated as of March 31, 1999 to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Cincinnati Milacron Kunststoffmaschinen Europe GmbH, the lenders listed therein and Bankers Trust Company, as Agent.     - Incorporated by reference to the company's Form 10-K for the fiscal year         ended December 31, 1999.
	10.16	Milacron Supplemental Executive Pension Plan.     - Incorporated by reference to the company's Form 10-K for the fiscal year         ended December 31, 1999.
	10.17	Milacron Compensation Deferral Plan Trust Agreement by and between Milacron Inc. and Reliance Trust Company.     - Incorporated by reference to the company's Form 10-K for the fiscal year         ended December 31, 1999.
	10.18	Milacron Supplemental Retirement Plan Trust Agreement by and between Milacron Inc. and Reliance Trust Company.     - Incorporated by reference to the company's Form 10-K for the fiscal year         ended December 31, 1999.
	10.19	Amendment Number Two dated as of January 31, 2000 to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Cincinnati Grundstucksverwaltung GmbH, Milacron Kunststoffmaschinen Europe GmbH, the lenders listed therein and Bankers Trust Company, as Agent.     - Incorporated by reference to the company's Form 10-Q for the         quarter ended March 31, 2000.
	10.20	Amendment Number Three dated as of July 13, 2000 to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Milacron Kunststoffmaschinen Europe GmbH, Milacron Metalworking Technologies Holding GmbH, Milacron B.V., the lenders listed therein and Bankers Trust Company, as Agent.     - Incorporated by reference to the company's Form 10-Q for the         quarter ended June 30, 2000.
	10.21	Amendment Number Four dated as of August 8, 2001 to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Milacron Kunststoffmaschinen Europe GmbH, Milacron Metalworking Technologies Holding GmbH, Milacron B.V., the lenders listed therein and Bankers Trust Company, as Agent.     - Incorporated by reference to the company's Form 10-Q for the         quarter ended June 30, 2001.
	10.22	Amendment Number Five dated as of September 30, 2001 to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Milacron Kunststoffmaschinen Europe GmbH, Milacron Metalworking Technologies Holding GmbH, Milacron B.V., the lenders listed therein and Bankers Trust Company, as Agent.     - Incorporated by reference to the company's Form 8-K dated October 15, 2001.
	10.23	Amendment Number Six dated as of March 14, 2002 to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Milacron Kunststoffmaschinen Europe GmbH, Milacron Metalworking Holding GmbH, Milacron B.V., the lenders listed therein and Bankers Trust Company as Agent and PNC Bank as Documentation Agent.     - Incorporated by reference to the company's Form 8-K dated March 14, 2002.
	10.24	Stock Purchase Agreement, dated as of May 3, 2002 among Milacron Inc., Milacron B.V., and Kennametal Inc.     - Incorporated by reference to the company's Form 8-K dated May 3, 2002.
	10.25	Amendment dated June 17, 2002 to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Milacron Kunststoffmaschinen Europe GmbH, Milacron Metalworking GmbH, Milacron B.V., the lenders listed therein and Bankers Trust Company, as Agent and PNC Bank as Documentation Agent.     - Incorporated by reference to the company's Form 8-K dated June 17, 2002.
	10.26	Letter Agreement dated May 3, 2002 with respect to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Milacron Kunststoffmaschinen Europe GmbH, Milacron Metalworking GmbH, Milacron B.V., the lenders listed therein and Bankers Trust Company, as Agent and PNC Bank as Documentation Agent entered into in connection with entering into a definitive agreement or the sale of the Widia business.     - Incorporated by reference to the company's Form 8-K dated May 3, 2002.
	10.27	Letter Agreement dated June 17, 2002 with respect to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Milacron Kunststoffmaschinen Europe GmbH, Milacron Metalworking GmbH, Milacron B.V., the lenders listed therein and Bankers Trust Company, as Agent and PNC Bank as Documentation Agent amending the letter agreement entered into in connection with entering into a definitive agreement or the sale of the Widia business.     - Incorporated by reference to the company's Form 8-K dated May 3, 2002.
	10.28	Letter Agreement dated June 17, 2002 with respect to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Milacron Kunststoffmaschinen Europe GmbH, Milacron Metalworking GmbH, Milacron B.V., the lenders listed therein and Bankers Trust Company, as Agent and PNC Bank as Documentation Agent entered into in connection with entering into a definitive agreement or the sale of the Valenite business.     - Incorporated by reference to the company's Form 8-K dated May 3, 2002.
	10.29	Stock Purchase Agreement dated as of June 17, 2002 among Milacron Inc., and Sandvik AB.     - Incorporated by reference to the company's Form 8-K dated June 17, 2002.
	10.30	Waiver and Agreement dated as of December 30, 2002 to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Milacron Kunststoffmaschinen Europe GmbH, Milacron B.V., the lenders listed therein and Deutsche Bank Trust Company, as Agent and PNC Bank as Documentation Agent     - Incorporated herein by reference to the company's Form 10-K for the fiscal year ended         December 31, 2002.
	10.31	Amendment Number Eight dated as of February 11, 2003 to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Milacron Kunststoffmaschinen Europe GmbH, Milacron B.V., the lenders listed therein and Deutsche Bank Trust Company Americas as Documentation Agent     - Incorporated by reference to the company's Form 8-K dated February 11, 2003.
	10.32	Amendment Number Nine dated as of August 13, 2003 to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Milacron Kunststoffmaschinen Europe GmbH, Milacron B.V., the lenders listed therin and Deutsche Bank Trust Company Americas as Documentation Agent         - Incorporated by reference to the company's Form 8-K dated February 11, 2003.
	10.33	Tier I Executive Severance Agreement with Ronald D. Brown.     - Filed herewith
	10.34	Tier II Executive Severance Agreement with R. P. Lienesch and H. C. O'Donnell.     - Filed herewith
	10.35	Temporary Enhanced Severance Plan applicable to R. D. Brown, R. P. Lienesch and H. C. O'Donnell.     - Filed herewith
	10.36	Award Letter re. Temporary Enhanced Severance Plan to R.D. Brown. —Filed herewith
	10.37	Award Letter re. Temporary Enhanced Severance Plan to R.P. Lienesch. —Filed herewith
	10.38	Award Letter re. Temporary Enhanced Severance Plan to H.C. O'Donnell. —Filed herewith
11.	Statement Regarding Computation of Per-Share Earnings		38
15.	Letter Regarding Unaudited Interim Financial Information — not applicable
18.	Letter Regarding Change in Accounting Principles — not applicable
19.	Report furnished to Security Holders — not applicable
22.	Published Report Regarding Matters Submitted to Vote of Security Holders — not applicable
23.	Consent of Experts and Counsel — not applicable
24.	Power of Attorney — not applicable
31.	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002: 31.1  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		39
	31.2  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		40
32.	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		41
99.	Additional Exhibits — not applicable

33-37

EX-10

Exhibit 10.33

Tier I

EXECUTIVE SEVERANCE AGREEMENT. made this _____ day
of ____________, 2003, between MILACRON
INC., a Delaware Corporation (the "Company")
and [_________________] (the "Executive").

      WHEREAS, the Board of Directors of the Company (the "Board") considers it essential to the best interests of the Company's stockholders to have the continuous employment of key management personnel. The Board recognizes that the possibility of a change in control of the Company exists and the uncertainty it may raise among management may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

      WHEREAS, the Board has determined that the Company should reinforce and encourage the continued attention and dedication of key members of the Company's management to their assigned duties without distraction by circumstances arising from the possibility of a change in control of the Company.

      NOW, THEREFORE, to induce the Executive to remain employed by the Company and in consideration for the Executive's agreement to remain so employed in certain circumstances, the Company agrees that the Executive shall receive the benefits set forth in this Agreement under the circumstances described below.

      1.   Term of Agreement.  This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2004; provided, however, that commencing on January 1, 2005, and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless the Company gives notice not later than September 30 of the preceding year that it does not wish to extend this Agreement; and provided, further, that regardless of any such notice by the Company, this Agreement shall continue in effect for a period of 24 months beyond the term provided herein if a Change in Control of the Company occurs during such term. Notwithstanding anything to the contrary stated herein, this Agreement shall terminate prior to the dates set forth above without further acts by either party upon (a) termination of the Executive's employment before a Change in Control, (b) termination of the Executive's employment by the Company after a Change in Control for Cause or for Disability (each as respectively defined in Section 4 hereof), (c) termination of the Executive's employment after a Change in Control due to the Executive's death or by the Executive for other than Good Reason (as defined in Section 3 hereof), or (d) completion by the Company of all of its obligations in the event benefits shall become payable hereunder.

      2.   Change in Control.   No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company during the term of this Agreement. For purposes of this Agreement, a "Change in Control" occurs if:

      (a)   a Person or Group other than a trustee or other fiduciary of securities held under an employee benefit plan of the Company or any of its subsidiaries, is or becomes a Beneficial Owner, directly or indirectly, of stock of the Company representing 20% or more of the total voting power of the Company's then outstanding stock and securities; provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clause (i) of section (c) of this Section 2;

      (b)   individuals who, as of the date hereof, constitute the Board (the "Incumbent Board"), cease for any reason to constitute a majority thereof; provided, however, that any individual becoming a director whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least 60% of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person or Group other than the Board;

      (c)   there is consummated a merger, consolidation or other corporate transaction, other than (i) a merger, consolidation or transaction that would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 66²/₃% of the combined voting power of the stock and securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or transaction, or (ii) a merger, consolidation or transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person or Group is or becomes the Beneficial Owner, directly or indirectly, of stock and securities of the Company representing more than 20% of the combined voting power of the Company's then outstanding stock and securities;

      (d)   the sale or disposition by the Company of all or substantially all of the Company's assets other than a sale or disposition by the Company of all or substantially all of the assets to an entity at least 66²/₃% of the combined voting power of the stock and securities of which is owned by Persons in substantially the same proportions as their ownership of the Company's voting stock immediately prior to such sale; or

      (e)   the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

      "Person" shall mean any person (as defined in Section 3(a)(9) of the Securities Exchange Act (the "Exchange Act"), as such term is modified in Section 13(d) and 14(d) of the Exchange Act) other than (i) any employee plan established by the Company, (ii) any affiliate (as defined in Rule 12b-2 promulgated under the Exchange Act) of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company. "Group" shall mean any group as defined in Section 14(d)(2) of the Exchange Act. "Beneficial Owner" shall mean beneficial owner as defined in Rule 13d-3 under the Exchange Act.

      3.   Benefits Upon a Change in Control.  The Executive shall be entitled to the following benefits upon a Change in Control during the term of this Agreement:

      (a)   the immediate vesting of all equity-based awards (including options, restricted stock, phantom stock and performance shares) granted to the Executive;

      (b)   a lump sum cash payout of the Executive's annual bonus under the Company's applicable annual bonus program (the "Annual Bonus Program") for the year in which such Change in Control occurs, the amount of which shall be equal to the Executive's target or base incentive bonus possible under the Annual Bonus Program for that year;

      (c)   a lump cash payment of all earned but unpaid amounts under the Annual Bonus Program unless the Executive elects prior to such Change in Control to defer such distribution under and in accordance with the Company's Compensation Deferral Plan.

      The payments under this Section 3 shall be made on the effective date of the Change in Control.

      4.   Termination Following Change in Control.  The Executive shall be entitled to the benefits provided under Section 5 upon the Executive's "Qualifying Termination" (as defined herein) during the 24-month period beginning on the date of a Change in Control (the "Protection Period"). For purposes hereof, a "Qualifying Termination" shall mean (i) a termination of the Executive's employment by the Company for any reason other than for Cause or Disability or due to the Executive's death, or (ii) the Executive's termination of employment for "Good Reason" (as defined in this Section 4).

      (a)   Disability.  If the Executive is absent from duties with the Company on a full-time basis for twelve (12) consecutive months due to a physical or mental incapacity, and the Executive has not returned to the full-time performance of the Executive's duties within thirty (30) days after written Notice of Termination is given to the Executive by the Company, such termination shall be considered to be termination by the Company for "Disability" for purposes of this Agreement.

      (b)   Cause.  The Company may terminate the Executive's employment for Cause. For purposes of this Agreement only, the Company shall have "Cause" to terminate the Executive's employment hereunder only on the basis of (x) the Executive's fraud on, or misappropriation or embezzlement of assets of, the Company that causes material harm to the Company or (y) the Executive's willful and continued failure to substantially perform the Executive's duties hereunder (other than any such failure resulting from the Executive's mental or physical incapacity or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination, as defined in Section 4(d), by the Executive for Good Reason, as defined in Section 4(c)); provided, however, that "Cause" shall occur with respect to clause (y) of this sentence only if such action constituting Cause has not been corrected or cured by the Executive within 30 days after the Executive has received written notice from the Company of the Company's intent to terminate the Executive's employment for Cause and specifying in detail the basis for such termination. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of the Company.

      (c)   Good Reason.  The Executive shall be entitled to terminate the Executive's employment for Good Reason at any time during the term of this Agreement following a Change in Control. For purposes of this Agreement, "Good Reason" shall exist in the event of the occurrence of any of the following without the Executive's express prior written consent:

      (i)   any diminution of, or the assignment to the Executive of duties inconsistent with, the Executive's position, duties, responsibilities and status with the Company immediately prior to a Change in Control, an adverse change in the Executive's titles or offices as in effect immediately prior to a Change in Control, or any removal of the Executive from, or any failure to reelect the Executive to, any of such positions, except in connection with the Executive's termination of employment for Disability or Cause or as a result of the Executive's death or by the Executive other than for Good Reason;

      (ii)   a reduction by the Company in the Executive's base salary as in effect on the date of a Change in Control or as the same may be increased from time to time during the term of this Agreement;

      (iii)   the Company's failure to continue any benefit plan or arrangement (including, without limitation, the Company's life insurance, post-retirement benefits, and comprehensive medical plan coverage) in which the Executive participated at the time of a Change in Control without implementing at such time plans or arrangements providing the Executive with substantially similar benefits (hereinafter referred to as "Benefit Plans"), or any action by the Company that would adversely affect the Executive's participation in or materially reduce the Executive's benefits under any such Benefit Plan or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of a Change in Control;

      (iv)   the Company's failure to continue in effect, or continue payments under, any incentive plan or arrangement (including, without limitation, any equity-based plan or arrangement) in which the Executive participated at the time of a Change in Control (hereinafter referred to as "Incentive Plans") or any action by the Company that would adversely affect the Executive's participation in any such Incentive Plans or reduce the Executive's benefits under any such Incentive Plans;

      (v)   a relocation of the Company's principal executive offices to a location outside the Cincinnati, Ohio metropolitan area or relocation of the Executive's primary workplace to any place other than the location at which the Executive performed the Executive's duties immediately prior to a Change in Control;

      (vi)   the Company's failure to provide the Executive with the number of paid vacation days to which the Executive was entitled at the time of a Change in Control;

      (vii)   the Company's material breach of any provision of this Agreement;

      (viii)   the Company's failure to comply with Section 7 hereof; or

      (ix)   the Company's purported termination of the Executive which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4(d).

      (d)   Notice of Termination.  Any purported termination of the Executive by the Company or by the Executive shall be communicated by written Notice of Termination to the other party in accordance with Section 8 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that indicates the specific termination provision in this Agreement relied upon and the facts, if any, supporting application of such provision.

      (e)   Date of Termination; Dispute Concerning Termination.  "Date of Termination" shall mean (i) if the Executive's employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive has not returned to the performance of the Executive's duties on a full-time basis during such thirty (30) day period) or (ii) if the Executive's employment is terminated by the Company for any reason other than Disability or by the Executive for any reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company shall not be less than thirty (30) days, and in the case of a termination by the Executive shall not be more than sixty (60) days, respectively, from the date such Notice of Termination is given); provided, however, that if the party receiving the Notice of Termination notifies the other party within thirty days after the date such Notice of Termination is given that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a binding arbitration award referred to in Section 13; and provided further that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice shall pursue the resolution of such dispute with reasonable diligence. The Company shall continue the Executive as a participant in all benefit and insurance plans in which the Executive participated when the Notice of Termination was given (ignoring any reductions that gave rise to Good Reason) until the dispute is finally resolved in accordance with this Section. Compensation shall be withheld and the Executive's full compensation in effect when the notice of dispute was given applicable during the period between the notice of the dispute and the resolution of the dispute shall be paid to the Executive in lump sum if the Executive receives an arbitration award in favor of the Executive and related to the Executive's full claim. Amounts paid under this Section are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. In addition, for purposes of determining whether any Qualifying Termination has occurred during the Protection Period, the date a Notice of Termination is given pursuant to this Section shall be deemed the date of the Executive's Qualifying Termination.

      5.   Compensation Upon Termination.

      (a)   Salary and Other Compensation or Benefits.  If the Executive's employment is terminated during the Protection Period, the Company shall pay the Executive's base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits to which the Executive is entitled through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company or its affiliates during such period.

      (b)   Disability.  During any period that the Executive fails to perform the Executive's duties hereunder as a result of mental or physical incapacity, the Executive shall continue to receive the Executive's base salary at the rate then in effect and continue to participate in all Benefit Plans and Incentive Plans until the Executive's employment is terminated pursuant to Section 4(a) hereof. Thereafter, the Executive's benefits shall be determined in accordance with the insurance and other benefit programs then applicable to the Executive.

      (c)   Cause; Voluntary Termination of Employment Without Good Reason.  If the Executive's employment is terminated for Cause or the Executive voluntarily terminates employment without Good Reason, the Company shall pay the Executive only the Executive's base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, together with other compensation and benefits to which the Executive is entitled under the terms of any benefit plan, program or arrangement maintained by the Company and applicable to the Executive, and the Company shall have no further obligations to the Executive under this Agreement.

      (d)   Qualifying Termination.  If the Executive's employment is terminated in a Qualifying Termination during the Protection Period, then the Executive shall be entitled to the following benefits:

      (i)   if the Executive's Qualifying Termination occurs in a calendar year subsequent to the year in which the Change in Control occurred, a pro rata portion (based on the number of calendar days that have elapsed before the Executive's Date of Termination) of the Executive's target or base incentive bonus possible under the Annual Bonus Program for the year in which termination occurs;

      (ii)   a lump sum cash payment equal to all outstanding long term incentive awards made to the Executive under the long term incentive programs of the Company (the "LTIP"), assuming attainment of the applicable maximum performance targets;

      (iii)   in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and other severance benefits, the Company shall pay to the Executive a lump sum severance payment in an amount equal to three times the sum of (A) the higher of the Executive's annual base salary in effect immediately before the event or circumstance upon which the Notice of Termination is based or such salary in effect immediately before the Change in Control and (B) the higher of (x) the highest award made to the Executive pursuant to the Company's annual incentive plan for each of the three measuring periods completed immediately before the event or circumstance upon which the Notice of Termination is based or (y) such highest award in respect of the three measuring periods completed immediately before the Change in Control;

      (iv)   a lump sum amount (utilizing actuarial assumptions for lump sum payments in effect under the Company's qualified defined benefit retirement plan (the "Retirement Plan") immediately prior to the Date of Termination) equal to the excess of (a) the actuarial equivalent lump sum value of the benefit under the Retirement Plan (determined without taking into account any early retirement subsidies) and the actuarial equivalent lump sum value of the benefit under any excess or supplemental retirement plan in which the Executive participates (together, the "SERP"), that the Executive would receive if the Executive's employment continued for three years after the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, the Executive is three years older, such three years of additional service is counted as credited service as an officer under the SERP and assuming that the Executive's compensation in each of the calendar years fully or partially included because of the additional three years is the greatest of (i) the compensation in the year of termination annualized pursuant to the assumptions used for the Retirement Plan, or (ii) his compensation for the last completed calendar year before the Date of Termination or (iii) his compensation for the last completed calendar year before the Change of Control, over (b) the actuarial equivalent lump sum value of the Executive's actual benefit (paid or payable in the future), if any, under the Retirement Plan (determined without taking into account any early retirement subsidies) and the SERP as of the Date of Termination;

      (v)   the Company shall also provide to the Executive for one year after the Executive's Date of Termination out placement services that are suitable for senior executive officers and reasonably acceptable to the Executive;

      (vi)   the Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such Qualifying Termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company may reasonably require and

      (vii)   the payments provided for in this Section 5(d) (other than Section 5(d)(iv), and 5(d)(v)) shall be made not later than the fifth day following the Date of Termination; provided, however, that, if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code")) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. If the estimated payments exceed the amount subsequently determined to be due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). When payments are made under this Section, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from outside counsel, auditors or consultants (and any such written opinions or advice shall be attached to the statement).

      (e)   Insurance Benefits.  If the Executive's employment is terminated in a Qualifying Termination during the Protection Period, the Company shall maintain in full force and effect for the 36 months following such termination all life insurance, accidental insurance, dental coverage, and medical coverage (including the Executive Medical Expense Reimbursement Plan), in which the Executive and the Executive's dependents participated immediately before the Date of Termination, on the same cost-sharing basis that applied to the Executive immediately prior to the Executive's Date of Termination. In the event such participation (or a particular type of coverage) under any such plan or arrangement shall be barred, the Company shall provide the Executive with benefits, at the same after-tax cost to the Executive, that are substantially similar to those the Executive and the Executive's dependents would have otherwise received under this Section. Benefits otherwise receivable by the Executive pursuant to this Section 5(e) shall be reduced to the extent comparable benefits are actually received by the Executive during the thirty-six (36) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). If the Executive, as the result of the Qualifying Termination during the Protection Period, elects to convert his Long Term Disability Insurance, if any, to a personal policy maintained by the carrier used by the Company (not greater than the coverage in effect immediately prior to the Qualifying Termination), the Company shall reimburse the Executive for any premiums paid during the 36 month period following the Qualifying Termination.

      (f)   Death.  In the event of the Executive's death, the Company shall have no further obligations to the Executive under this Agreement, but the Executive shall be entitled to receive death benefits under the Company's benefit plans and arrangements as may be applicable to the Executive.

      (g)   Mitigation.  The Executive shall not be required to mitigate the amount of any payment provided for in Sections 5(c), (d) and (e) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 5 be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise. Benefits otherwise receivable by the Executive pursuant to Section 5(e) shall be reduced to the extent comparable benefits are actually received by the Executive during the period Section 5(e) shall be applicable, and any such benefits actually received by the Executive shall be reported to the Company.

      6.   Excise Taxes.  The following provisions shall apply to any excise tax imposed under Section 4999 of the Code (or its successor) (the "Excise Tax"):

      (a)   If any of the payments or benefits received or to be received by the Executive in connection with a change in control of the Company or the Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control of the Company or any person affiliated with the Company or such person (the "Total Payments")) will be subject to the Excise Tax, the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. Such payment shall be made in the manner described in Section 5(d)(vi) hereof.

      (b)   In determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any Total Payments shall be treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel selected by the Company's independent auditors and reasonably acceptable to the Executive, such payments or benefits (in whole or in part) do not constitute parachute payments, and all "excess parachute payments" (within the meaning of Section 280G(b)(1) of the Code) shall be treated as subject to the Excise Tax unless, in the opinion of such tax counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code), or are otherwise not subject to the Excise Tax, and (ii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income and employment taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or such other time as is hereinafter described), net of the maximum reduction in federal income or employment taxes which could be obtained from deduction of such state and local taxes.

      (c)   If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of the Executive's employment (or such other time as is hereinafter described), the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax or a federal, state or local income or employment tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. If the Excise Tax exceeds the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.

      7.   Successors; Binding Agreement.

      (a)   The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive had terminated the Executive's employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as defined herein and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 7 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

      (b)   This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive dies while any amount is still payable, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee or other designee, or if there shall be no such designee, to the Executive's estate.

      8.   Notice.  For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows:

If, to the Executive, to: [__________________]

If, to the Company, to: Milacron Inc.
                                        2090 Florence Ave.
                                        Cincinnati, OH 45206

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

      9.   Miscellaneous.  This Agreement shall supercede and replace the Executive Severance Agreement dated ________________ by and between the Company and the Executive, which shall be terminated and of no further force or effect on the date hereof. The provisions of this Agreement shall supersede any inconsistent provisions of any other applicable plan, policy or arrangement; provided, however, in no event shall the Executive be entitled to duplicative payments or benefits under this Agreement and any other plan, policy or arrangement. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio (regardless of the law which may be applicable under principles of conflicts of law).

      10.   Confidentiality.  The Executive shall retain in confidence any and all confidential information known to the Executive concerning the Company and its business so long as such information shall not otherwise be publicly disclosed.

      11.   Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement which shall remain in full force and effect.

      12.   Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

      13.   Arbitration.  Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Cincinnati, Ohio in accordance with the rules of (but not necessarily appointed by) the American Arbitration Association then in effect except as provided herein. Judgment may be entered on the arbitrator's award in any court having jurisdiction, provided, however, that the Executive shall be entitled to seek specific performance of the Executive's right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. No such arbitration proceedings shall be commenced or conducted until at least 60 days after the parties, in good faith, shall have attempted to resolve such dispute by mutual agreement; and the parties hereby agree to endeavor in good faith to resolve any dispute by mutual agreement. If mutual agreement cannot be attained, any disputing party, by written notice to the other ("Arbitration Notice") may commence arbitration proceedings. Such arbitration shall be conducted before a panel of three arbitrators, one appointed by each party within 30 days after the date of the Arbitration Notice, and one chosen within 60 days after the date of the Arbitration Notice by the two arbitrators appointed by the disputing parties. Any Cincinnati, Ohio court of competent jurisdiction shall appoint any arbitrator that has not been appointed within such time periods. Judgment may include costs and attorneys fees and may be entered in any court of competent jurisdiction.

      14.   No Guaranty of Employment.  Neither this contract nor any action taken hereunder shall be construed as giving the Executive a right to be retained as an employee of the Company. The Company shall be entitled to terminate the Executive's employment at any time, subject to providing the severance benefits herein specified in accordance with the terms hereof.

      IN WITNESS WHEREOF, the Company and the Executive have caused this Agreement to be executed as of the date first written above.

Milacron Inc.

by:

EX-10

Exhibit 10.34

Tier II

EXECUTIVE SEVERANCE AGREEMENT. made this _____ day
of ____________, 2003, between MILACRON
INC., a Delaware Corporation (the "Company")
and [______________________] (the "Executive").

      WHEREAS, the Board of Directors of the Company (the "Board") considers it essential to the best interests of the Company's stockholders to have the continuous employment of key management personnel. The Board recognizes that the possibility of a change in control of the Company exists and the uncertainty it may raise among management may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

      WHEREAS, the Board has determined that the Company should reinforce and encourage the continued attention and dedication of key members of the Company's management to their assigned duties without distraction by circumstances arising from the possibility of a change in control of the Company.

      NOW, THEREFORE, to induce the Executive to remain employed by the Company and in consideration for the Executive's agreement to remain so employed in certain circumstances, the Company agrees that the Executive shall receive the benefits set forth in this Agreement under the circumstances described below.

      1.   Term of Agreement.  This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2004; provided, however, that commencing on January 1, 2005, and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless the Company gives notice not later than September 30 of the preceding year that it does not wish to extend this Agreement; and provided, further, that regardless of any such notice by the Company, this Agreement shall continue in effect for a period of 24 months beyond the term provided herein if a Change in Control of the Company occurs during such term. Notwithstanding anything to the contrary stated herein, this Agreement shall terminate prior to the dates set forth above without further acts by either party upon (a) termination of the Executive's employment before a Change in Control, (b) termination of the Executive's employment by the Company after a Change in Control for Cause or for Disability (each as respectively defined in Section 4 hereof), (c) termination of the Executive's employment after a Change in Control due to the Executive's death or by the Executive for other than Good Reason (as defined in Section 3 hereof), or (d) completion by the Company of all of its obligations in the event benefits shall become payable hereunder.

      2.   Change in Control.   No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company during the term of this Agreement. For purposes of this Agreement, a "Change in Control" occurs if:

      (a)   a Person or Group other than a trustee or other fiduciary of securities held under an employee benefit plan of the Company or any of its subsidiaries, is or becomes a Beneficial Owner, directly or indirectly, of stock of the Company representing 20% or more of the total voting power of the Company's then outstanding stock and securities; provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clause (i) of section (c) of this Section 2;

      (b)   individuals who, as of the date hereof, constitute the Board (the "Incumbent Board"), cease for any reason to constitute a majority thereof; provided, however, that any individual becoming a director whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least 60% of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person or Group other than the Board;

      (c)   there is consummated a merger, consolidation or other corporate transaction, other than (i) a merger, consolidation or transaction that would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 66²/₃% of the combined voting power of the stock and securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or transaction, or (ii) a merger, consolidation or transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person or Group is or becomes the Beneficial Owner, directly or indirectly, of stock and securities of the Company representing more than 20% of the combined voting power of the Company's then outstanding stock and securities;

      (d)   the sale or disposition by the Company of all or substantially all of the Company's assets other than a sale or disposition by the Company of all or substantially all of the assets to an entity at least 66²/₃% of the combined voting power of the stock and securities of which is owned by Persons in substantially the same proportions as their ownership of the Company's voting stock immediately prior to such sale; or

      (e)   the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

      "Person" shall mean any person (as defined in Section 3(a)(9) of the Securities Exchange Act (the "Exchange Act"), as such term is modified in Section 13(d) and 14(d) of the Exchange Act) other than (i) any employee plan established by the Company, (ii) any affiliate (as defined in Rule 12b-2 promulgated under the Exchange Act) of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company. "Group" shall mean any group as defined in Section 14(d)(2) of the Exchange Act. "Beneficial Owner" shall mean beneficial owner as defined in Rule 13d-3 under the Exchange Act.

      3.   Benefits Upon a Change in Control.  The Executive shall be entitled to the following benefits upon a Change in Control during the term of this Agreement:

      (a)   the immediate vesting of all equity-based awards (including options, restricted stock, phantom stock and performance shares) granted to the Executive;

      (b)   a lump sum cash payout of the Executive's annual bonus under the Company's applicable annual bonus program (the "Annual Bonus Program") for the year in which such Change in Control occurs, the amount of which shall be equal to the Executive's target or base incentive bonus possible under the Annual Bonus Program for that year;

      (c)   a lump cash payment of all earned but unpaid amounts under the Annual Bonus Program unless the Executive elects prior to such Change in Control to defer such distribution under and in accordance with the Company's Compensation Deferral Plan.

      The payments under this Section 3 shall be made on the effective date of the Change in Control.

      4.   Termination Following Change in Control.  The Executive shall be entitled to the benefits provided under Section 5 upon the Executive's "Qualifying Termination" (as defined herein) during the 24-month period beginning on the date of a Change in Control (the "Protection Period"). For purposes hereof, a "Qualifying Termination" shall mean (i) a termination of the Executive's employment by the Company for any reason other than for Cause or Disability or due to the Executive's death, or (ii) the Executive's termination of employment for "Good Reason" (as defined in this Section 4).

      (a)   Disability.  If the Executive is absent from duties with the Company on a full-time basis for twelve (12) consecutive months due to a physical or mental incapacity, and the Executive has not returned to the full-time performance of the Executive's duties within thirty (30) days after written Notice of Termination is given to the Executive by the Company, such termination shall be considered to be termination by the Company for "Disability" for purposes of this Agreement.

      (b)   Cause.  The Company may terminate the Executive's employment for Cause. For purposes of this Agreement only, the Company shall have "Cause" to terminate the Executive's employment hereunder only on the basis of (x) the Executive's fraud on, or misappropriation or embezzlement of assets of, the Company that causes material harm to the Company or (y) the Executive's willful and continued failure to substantially perform the Executive's duties hereunder (other than any such failure resulting from the Executive's mental or physical incapacity or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination, as defined in Section 4(d), by the Executive for Good Reason, as defined in Section 4(c)); provided, however, that "Cause" shall occur with respect to clause (y) of this sentence only if such action constituting Cause has not been corrected or cured by the Executive within 30 days after the Executive has received written notice from the Company of the Company's intent to terminate the Executive's employment for Cause and specifying in detail the basis for such termination. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of the Company.

      (c)   Good Reason.  The Executive shall be entitled to terminate the Executive's employment for Good Reason at any time during the term of this Agreement following a Change in Control. For purposes of this Agreement, "Good Reason" shall exist in the event of the occurrence of any of the following without the Executive's express prior written consent:

      (i)   any diminution of, or the assignment to the Executive of duties inconsistent with, the Executive's position, duties, responsibilities and status with the Company immediately prior to a Change in Control, an adverse change in the Executive's titles or offices as in effect immediately prior to a Change in Control, or any removal of the Executive from, or any failure to reelect the Executive to, any of such positions, except in connection with the Executive's termination of employment for Disability or Cause or as a result of the Executive's death or by the Executive other than for Good Reason;

      (ii)   a reduction by the Company in the Executive's base salary as in effect on the date of a Change in Control or as the same may be increased from time to time during the term of this Agreement;

      (iii)   the Company's failure to continue any benefit plan or arrangement (including, without limitation, the Company's life insurance, post-retirement benefits, and comprehensive medical plan coverage) in which the Executive participated at the time of a Change in Control without implementing at such time plans or arrangements providing the Executive with substantially similar benefits (hereinafter referred to as "Benefit Plans"), or any action by the Company that would adversely affect the Executive's participation in or materially reduce the Executive's benefits under any such Benefit Plan or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of a Change in Control;

      (iv)   the Company's failure to continue in effect, or continue payments under, any incentive plan or arrangement (including, without limitation, any equity-based plan or arrangement) in which the Executive participated at the time of a Change in Control (hereinafter referred to as "Incentive Plans") or any action by the Company that would adversely affect the Executive's participation in any such Incentive Plans or reduce the Executive's benefits under any such Incentive Plans;

      (v)   a relocation of the Company's principal executive offices to a location outside the Cincinnati, Ohio metropolitan area or relocation of the Executive's primary workplace to any place other than the location at which the Executive performed the Executive's duties immediately prior to a Change in Control;

      (vi)   the Company's failure to provide the Executive with the number of paid vacation days to which the Executive was entitled at the time of a Change in Control;

      (vii)   the Company's material breach of any provision of this Agreement;

      (viii)   the Company's failure to comply with Section 7 hereof; or

      (ix)   the Company's purported termination of the Executive which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4(d).

      (d)   Notice of Termination.  Any purported termination of the Executive by the Company or by the Executive shall be communicated by written Notice of Termination to the other party in accordance with Section 8 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that indicates the specific termination provision in this Agreement relied upon and the facts, if any, supporting application of such provision.

      (e)   Date of Termination; Dispute Concerning Termination.  "Date of Termination" shall mean (i) if the Executive's employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive has not returned to the performance of the Executive's duties on a full-time basis during such thirty (30) day period) or (ii) if the Executive's employment is terminated by the Company for any reason other than Disability or by the Executive for any reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company shall not be less than thirty (30) days, and in the case of a termination by the Executive shall not be more than sixty (60) days, respectively, from the date such Notice of Termination is given); provided, however, that if the party receiving the Notice of Termination notifies the other party within thirty days after the date such Notice of Termination is given that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a binding arbitration award referred to in Section 13; and provided further that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice shall pursue the resolution of such dispute with reasonable diligence. The Company shall continue the Executive as a participant in all benefit and insurance plans in which the Executive participated when the Notice of Termination was given (ignoring any reductions that gave rise to Good Reason) until the dispute is finally resolved in accordance with this Section. Compensation shall be withheld and the Executive's full compensation in effect when the notice of dispute was given applicable during the period between the notice of the dispute and the resolution of the dispute shall be paid to the Executive in lump sum if the Executive receives an arbitration award in favor of the Executive and related to the Executive's full claim. Amounts paid under this Section are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. In addition, for purposes of determining whether any Qualifying Termination has occurred during the Protection Period, the date a Notice of Termination is given pursuant to this Section shall be deemed the date of the Executive's Qualifying Termination.

      5.   Compensation Upon Termination.

      (a)   Salary and Other Compensation or Benefits.  If the Executive's employment is terminated during the Protection Period, the Company shall pay the Executive's base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits to which the Executive is entitled through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company or its affiliates during such period.

      (b)   Disability.  During any period that the Executive fails to perform the Executive's duties hereunder as a result of mental or physical incapacity, the Executive shall continue to receive the Executive's base salary at the rate then in effect and continue to participate in all Benefit Plans and Incentive Plans until the Executive's employment is terminated pursuant to Section 4(a) hereof. Thereafter, the Executive's benefits shall be determined in accordance with the insurance and other benefit programs then applicable to the Executive.

      (c)   Cause; Voluntary Termination of Employment Without Good Reason.  If the Executive's employment is terminated for Cause or the Executive voluntarily terminates employment without Good Reason, the Company shall pay the Executive only the Executive's base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, together with other compensation and benefits to which the Executive is entitled under the terms of any benefit plan, program or arrangement maintained by the Company and applicable to the Executive, and the Company shall have no further obligations to the Executive under this Agreement.

      (d)   Qualifying Termination.  If the Executive's employment is terminated in a Qualifying Termination during the Protection Period, then the Executive shall be entitled to the following benefits:

      (i)   if the Executive's Qualifying Termination occurs in a calendar year subsequent to the year in which the Change in Control occurred, a pro rata portion (based on the number of calendar days that have elapsed before the Executive's Date of Termination) of the Executive's target or base incentive bonus possible under the Annual Bonus Program for the year in which termination occurs;

      (ii)   a lump sum cash payment equal to all outstanding long term incentive awards made to the Executive under the long term incentive programs of the Company (the "LTIP"), assuming attainment of the applicable maximum performance targets;

      (iii)   in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and other severance benefits, the Company shall pay to the Executive a lump sum severance payment in an amount equal to two times the sum of (A) the higher of the Executive's annual base salary in effect immediately before the event or circumstance upon which the Notice of Termination is based or such salary in effect immediately before the Change in Control and (B) the higher of (x) the highest award made to the Executive pursuant to the Company's annual incentive plan for each of the three measuring periods completed immediately before the event or circumstance upon which the Notice of Termination is based or (y) such highest award in respect of the three measuring periods completed immediately before the Change in Control;

      (iv)   a lump sum amount (utilizing actuarial assumptions for lump sum payments in effect under the Company's qualified defined benefit retirement plan (the "Retirement Plan") immediately prior to the Date of Termination) equal to the excess of (a) the actuarial equivalent lump sum value of the benefit under the Retirement Plan (determined without taking into account any early retirement subsidies) and the actuarial equivalent lump sum value of the benefit under any excess or supplemental retirement plan in which the Executive participates (together, the "SERP"), that the Executive would receive if the Executive's employment continued for two years after the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, the Executive is two years older, such two years of additional service is counted as credited service as an officer under the SERP and assuming that the Executive's compensation in each of the calendar years fully or partially included because of the additional two years is the greatest of (i) the compensation in the year of termination annualized pursuant to the assumptions used for the Retirement Plan, or (ii) his compensation for the last completed calendar year before the Date of Termination or (iii) his compensation for the last completed calendar year before the Change of Control, over (b) the actuarial equivalent lump sum value of the Executive's actual benefit (paid or payable in the future), if any, under the Retirement Plan (determined without taking into account any early retirement subsidies) and the SERP as of the Date of Termination;

      (v)   the Company shall also provide to the Executive for one year after the Executive's Date of Termination out placement services that are suitable for senior executive officers and reasonably acceptable to the Executive;

      (vi)   the Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such Qualifying Termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company may reasonably require and

      (vii)   the payments provided for in this Section 5(d) (other than Section 5(d)(iv), and 5(d)(v)) shall be made not later than the fifth day following the Date of Termination; provided, however, that, if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code")) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. If the estimated payments exceed the amount subsequently determined to be due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). When payments are made under this Section, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from outside counsel, auditors or consultants (and any such written opinions or advice shall be attached to the statement).

      (e)   Insurance Benefits.  If the Executive's employment is terminated in a Qualifying Termination during the Protection Period, the Company shall maintain in full force and effect for the 24 months following such termination all life insurance, accidental insurance, dental coverage, and medical coverage (including the Executive Medical Expense Reimbursement Plan), in which the Executive and the Executive's dependents participated immediately before the Date of Termination, on the same cost-sharing basis that applied to the Executive immediately prior to the Executive's Date of Termination. In the event such participation (or a particular type of coverage) under any such plan or arrangement shall be barred, the Company shall provide the Executive with benefits, at the same after-tax cost to the Executive, that are substantially similar to those the Executive and the Executive's dependents would have otherwise received under this Section. Benefits otherwise receivable by the Executive pursuant to this Section 5(e) shall be reduced to the extent comparable benefits are actually received by the Executive during the twenty-four (24) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). If the Executive, as the result of the Qualifying Termination during the Protection Period, elects to convert his Long Term Disability Insurance, if any, to a personal policy maintained by the carrier used by the Company (not greater than the coverage in effect immediately prior to the Qualifying Termination), the Company shall reimburse the Executive for any premiums paid during the 36 month period following the Qualifying Termination.

      (f)   Death.  In the event of the Executive's death, the Company shall have no further obligations to the Executive under this Agreement, but the Executive shall be entitled to receive death benefits under the Company's benefit plans and arrangements as may be applicable to the Executive.

      (g)   Mitigation.  The Executive shall not be required to mitigate the amount of any payment provided for in Sections 5(c), (d) and (e) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 5 be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise. Benefits otherwise receivable by the Executive pursuant to Section 5(e) shall be reduced to the extent comparable benefits are actually received by the Executive during the period Section 5(e) shall be applicable, and any such benefits actually received by the Executive shall be reported to the Company.

      6.   Excise Taxes.  The following provisions shall apply to any excise tax imposed under Section 4999 of the Code (or its successor) (the "Excise Tax"):

      (a)   If any of the payments or benefits received or to be received by the Executive in connection with a change in control of the Company or the Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control of the Company or any person affiliated with the Company or such person (the "Total Payments")) will be subject to the Excise Tax, the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. Such payment shall be made in the manner described in Section 5(d)(vi) hereof.

      (b)   In determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any Total Payments shall be treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel selected by the Company's independent auditors and reasonably acceptable to the Executive, such payments or benefits (in whole or in part) do not constitute parachute payments, and all "excess parachute payments" (within the meaning of Section 280G(b)(1) of the Code) shall be treated as subject to the Excise Tax unless, in the opinion of such tax counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code), or are otherwise not subject to the Excise Tax, and (ii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income and employment taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or such other time as is hereinafter described), net of the maximum reduction in federal income or employment taxes which could be obtained from deduction of such state and local taxes.

      (c)   If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of the Executive's employment (or such other time as is hereinafter described), the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax or a federal, state or local income or employment tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. If the Excise Tax exceeds the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.

      7.   Successors; Binding Agreement.

      (a)   The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive had terminated the Executive's employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as defined herein and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 7 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

      (b)   This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive dies while any amount is still payable, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee or other designee, or if there shall be no such designee, to the Executive's estate.

      8.   Notice.  For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows:

If, to the Executive, to: [_____________________]

If, to the Company, to: Milacron Inc.
                                        2090 Florence Ave.
                                        Cincinnati, OH 45206

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

      9.   Miscellaneous.  This Agreement shall supercede and replace the Executive Severance Agreement dated ____________ by and between the Company and the Executive, which shall be terminated and of no further force or effect on the date hereof. The provisions of this Agreement shall supersede any inconsistent provisions of any other applicable plan, policy or arrangement; provided, however, in no event shall the Executive be entitled to duplicative payments or benefits under this Agreement and any other plan, policy or arrangement. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio (regardless of the law which may be applicable under principles of conflicts of law).

      10.   Confidentiality.  The Executive shall retain in confidence any and all confidential information known to the Executive concerning the Company and its business so long as such information shall not otherwise be publicly disclosed.

      11.   Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement which shall remain in full force and effect.

      12.   Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

      13.   Arbitration.  Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Cincinnati, Ohio in accordance with the rules of (but not necessarily appointed by) the American Arbitration Association then in effect except as provided herein. Judgment may be entered on the arbitrator's award in any court having jurisdiction, provided, however, that the Executive shall be entitled to seek specific performance of the Executive's right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. No such arbitration proceedings shall be commenced or conducted until at least 60 days after the parties, in good faith, shall have attempted to resolve such dispute by mutual agreement; and the parties hereby agree to endeavor in good faith to resolve any dispute by mutual agreement. If mutual agreement cannot be attained, any disputing party, by written notice to the other ("Arbitration Notice") may commence arbitration proceedings. Such arbitration shall be conducted before a panel of three arbitrators, one appointed by each party within 30 days after the date of the Arbitration Notice, and one chosen within 60 days after the date of the Arbitration Notice by the two arbitrators appointed by the disputing parties. Any Cincinnati, Ohio court of competent jurisdiction shall appoint any arbitrator that has not been appointed within such time periods. Judgment may include costs and attorneys fees and may be entered in any court of competent jurisdiction.

      14.   No Guaranty of Employment.  Neither this contract nor any action taken hereunder shall be construed as giving the Executive a right to be retained as an employee of the Company. The Company shall be entitled to terminate the Executive's employment at any time, subject to providing the severance benefits herein specified in accordance with the terms hereof.

      IN WITNESS WHEREOF, the Company and the Executive have caused this Agreement to be executed as of the date first written above.

Milacron Inc.

by:

EX-10

Exhibit 10.35

MILACRON INC.
TEMPORARY ENHANCED SEVERANCE PLAN

      Milacron Inc., a Delaware corporation (the "Company") hereby adopts this Temporary Enhanced Severance Plan (the "Plan") for the benefit of certain employees who are in a position to contribute materially to the success of the Company and its subsidiaries. The portion of the Plan that provides benefits to officers of the Company is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees of the Company, within the meaning of Section 201, 301 and 401 of ERISA and Department of Labor Regulation Section 2520.104-23. The portion of the Plan that provides benefits to employees of the Company and its subsidiaries, other than officers, is intended to be an "employee welfare benefit plan" for purposes of Section 3(1) of ERISA.

      1.   Definitions.

      "Award Letter" has the meaning given such term in Section 5(c).

      "Base Salary" means a Participant's monthly base salary in effect immediately prior to the Qualifying Termination.

      "Cause" means: (a) the willful and continued failure by the Participant to substantially perform the Participant's duties with the Company (other than any such failure resulting from the Participant's incapacity due to physical or mental illness for a period of at least [10] consecutive days after a written demand for substantial performance is delivered to the Participant by the Committee, which demand specifically identifies the manner in which the Committee believes that the Participant has not substantially performed the Participant's duties, (b) the Participant is convicted of, or has entered a plea of nolo contendere to, a felony, (c) the Participant's misappropriation or embezzlement of funds or property belonging to the Company or (d) the Participant's material violation of Company policies that the Committee determines in its reasonable discretion is materially detrimental to the best interests of the Company, which violation is not corrected within [10] days after a written demand for correction is delivered to the Participant by the Committee, which demand specifically identifies the manner in which the Committee believes the Participant has materially violated the Company's policies and the resulting material detriment to the best interests of the Company. For purposes of this definition, no act, or failure to act, on the Participant's part shall be deemed "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant's act, or failure to act, was in the best interest of the Company. Any termination of employment for Cause shall be made in writing to the Participant, which notice shall set forth in detail all acts or omissions upon which the Committee is relying for such termination. Any good faith determination of Cause by the Committee shall be final and binding on the Company and the Participant.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Committee" means the individual or committee designated by the Chief Executive Officer of the Company to administer the Plan.

      "Disability" has the meaning given such term under the Company's short- and long-term disability plans.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Non-Compete Term" has the meaning given such term in Section 4(a).

      "Nonqualifying Termination" has the meaning given such term in Section 3.

      "Other Severance Benefits" has the meaning given such term in Section 6(m).

      "Participant" has the meaning given such term in Section 5(c).

      "Qualifying Termination" means any termination of the Participant's employment (other than a Nonqualifying Termination) by the Company other than (a) for Cause or (b) due to the Participant's death or Disability.

      "Severance Amount" has the meaning given such term in Section 2(a)(i).

      "Severance Multiple" has the meaning provided in the Participant's Award Letter.

      "Severance Period" means the period immediately following the Qualifying Termination measured in the number of years and/or fractions thereof equal to the Participant's Severance Multiple.

      2.   Benefits.  (a) Subject to Sections 2(b) and 6(m), in the event that a Participant's employment terminates as a result of a Qualifying Termination at any time during the period while the Plan is in effect, then the Participant shall be entitled to the following benefits:

      (i)   Cash Severance Payment.  The Participant shall be entitled to receive cash severance payments in an aggregate amount (the "Severance Amount") equal to the product of: (A) the Participant's Base Salary; and (B) the Participant's Severance Multiple. The Severance Amount shall be paid in substantially equal installments in accordance with the Participant's normal pay cycle during the Severance Period. The Severance Amount shall not be taken into account for purposes of determining benefits under any other qualified or nonqualified plans of the Company or its Subsidiaries.

      (ii)   Outplacement Services.  During the Severance period, the Participant shall be entitled to receive outplacement services, provided by a firm selected by the Company.

      (b)   No Participant shall be entitled to receive the benefits set forth in Section 2(a) unless he or she first executes a Release (acceptable to the Company and substantially in the form of Exhibit A hereto) in favor of the Company and others set forth in Exhibit A relating to all claims or liabilities of any kind relating to his or her employment with the Company or a subsidiary thereof and the termination of such employment. Without limiting the generality of Section 6(m), a Participant shall not receive any benefits under the Plan if such Participant does not waive his or her rights to receive all benefits under the Company's Separation Allowance Plan.

      3.   Nonqualifying Termination.  Notwithstanding anything in the Plan to the contrary, a Participant shall not be entitled to receive the Severance Amount or other benefits under the Plan if such Participant's employment is terminated by reason of any of the following events (a "Nonqualifying Termination"): lay-off due to a sale of a plant or a division if in connection therewith the participant receives an offer of employment in a comparable position with purchaser as determined by the Committee in its sole discretion; voluntary resignation; or employee classification change or inter-company transfer.

      4.   Restrictive Covenants.  a)As an inducement to the Company to provide the payments and benefits to the Participant hereunder, the Participant acknowledges and agrees that in the event the Participant becomes entitled to receive the benefits set forth in Section 2(a), the Participant agrees to comply with the restrictions set forth in Section 4(b) for the duration of the Severance Period (the "Non-Compete Term").

      (b)   Except as provided in section 4(g), the Participant acknowledges and agrees that so long as the Company complies with its obligations to provide the payments required under Section 2(a), the Participant shall not, directly or indirectly: (i) engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in competition with the Company during the Non-Compete Term; provided, however, that such provision shall not apply to the Participant's ownership of common stock of the Company or the acquisition by the Participant, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Exchange Act, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Participant does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation; or (ii) for himself or for any other person, firm, corporation, partnership, association or other entity: (A) employ or attempt to employ or enter into any contractual arrangement with any employee or former employee of the Company, unless such employee or former employee has not been employed by the Company for a period in excess of six months; or (B) call on or solicit any of the actual or targeted prospective clients of the Company on behalf of any person or entity in connection with any business competitive with the business of the Company.

      (c)   The Participant acknowledges and agrees (whether or not the Participant is subject to the restrictions set forth in Section 4(b)) not to disclose, either while in the Company's employ or at any time thereafter, to any person not employed by the Company, or not engaged to render services to the Company, any confidential information obtained by him while in the employ of the Company, including, without limitation, any of the Company's inventions, processes, methods of distribution or customers or trade secrets; provided, however, that this provision shall not preclude the Participant from disclosing information (i) known generally to the public or (ii) not considered confidential by persons engaged in the business conducted by the Company or (iii) to the extent required by law or court order. The Participant also agrees that upon leaving the Company's employ he will not take with him, without the prior written consent of an officer authorized to act in the matter by the Committee any drawing, blueprint, specification or other document of the Company, its subsidiaries, affiliates and divisions, which is of a confidential nature relating to the Company, its subsidiaries, affiliates, and divisions, including, without limitation, relating to its or their methods of distribution, or any description of any formulae or secret processes.

      (d)   The Participant acknowledges and agrees that (i) the restrictive covenants contained in this Section 4 are reasonably necessary to protect the legitimate business interests of the Company, and are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind, (ii) the Participant's full, uninhibited and faithful observance of each of the covenants contained in this Section 4 will not cause the Participant any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair the Participant's ability to obtain employment commensurate with the Participant's abilities and on terms fully acceptable to the Participant or otherwise to obtain income required for the comfortable support of the Participant and the Participant's family and the satisfaction of the needs of the Participant's creditors and (iii) the restrictions contained in this Secti on 4 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company's successors and permitted assigns.

      (e)   The Participant acknowledges and agrees that any violation of the provisions of Section 4 would cause the Company irreparable damage and that if the Participant breaches or threatens to breach such provisions, the Company shall be entitled, in addition to any other rights and remedies the Company may have at law or in equity, to obtain specific performance of such covenants through injunction or other equitable relief from a court of competent jurisdiction, without proof of actual damages and without being required to post bond.

      (f)   In the event that any court of competent jurisdiction shall finally hold that any provision of the Plan (whether in whole or in part) is void or constitutes an unreasonable restriction against the Participant, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances.

      (g)   Notwithstanding anything to the contrary in the Plan, the provisions of Section 4(b) shall not apply to any Participant who is a party to an Executive Severance Agreement with the Company and who becomes entitled to receive severance benefits thereunder in the event of a Qualifying Termination (as defined in such Executive Severance Agreement) during the Protection Period (as defined in such Executive Severance Agreement).

      5.   Plan Administration.  (a) The Plan shall be interpreted, administered and operated by the Committee. The Committee shall have complete authority, in its sole discretion (subject to the express provisions of the Plan and the obligation imposed hereby to act in good faith) to interpret the Plan and to make any determinations necessary or advisable for the administration of the Plan.

      (b)   The Committee may delegate any of its duties to such person or persons as it may determine in its sole discretion from time to time to assist the Committee in the administration of the Plan.

      (c)   Those corporate officers designated by the Personnel and Compensation Committee of the Board of Directors, as well as other critical employees designated by the Committee (each, a "Participant") shall participate in the Plan. The Company shall advise each Participant of his participation in the Plan by a letter (the "Award Letter"). No executive shall become a Participant in the Plan until the Participant has signed the Award Letter and returned it to the Company with an acknowledgment that the Participant has read the Plan, understands the Participant's rights and obligations under the Plan, and agrees to be bound by its terms and conditions.

      (d)   The Plan is effective as of November 1, 2003 and shall terminate on December 31, 2005.

      (e)   Consistent with the requirements of ERISA and the regulations thereunder of the Department of Labor, the Committee shall provide adequate written notice to any Participant whose claim for benefits has been denied, setting forth specific reasons for such denial, written in a manner calculated to be understood by such Participant, and affording such Participant a full and fair review of the decision denying the claim. A Participant who desires a review of the decision should file an appeal in writing to the Company. Submissions should be made no later than 60 days after the Participant has received written notice of the claim denial (or after the Participant assumes that the claim is denied). The appeal should be addressed to Vice President-Human Resources, Milacron Inc., 2090 Florence Avenue, Cincinnati, Ohio 45206. Each appeal shall be considered by the Company within 30 days of receipt of the request but in special situations requiring more time, no later than 120 days. The Participant shall be notified in writing of the final decision on the appeal indicating the specific reasons for the decision.

      6.   General Provisions.  a)The validity, interpretation, construction performance and enforcement of the Plan shall be governed by the laws of the State of Ohio without giving effect to the principles of conflict of laws thereof.

      (b)   Except as otherwise specifically provided herein, the Company and the Participant each hereby irrevocably submits to the exclusive jurisdiction of federal and state courts in the State of Ohio with respect to any disputes or controversies arising out of or relating to the Plan, and undertake not to commence any suit, action or proceeding arising out of or relating to the Plan in a forum other than a forum described in this Section 6(b); provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing any judgment obtained by the Company and, in such event, the Participant hereby irrevocably submits to the jurisdiction of such other court.

      (c)   The agreement of the Company and the Participant to the forum described in Section 6(b) is independent of the law that may be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The Company and the Participant hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in Section 6(b), and each agree that it shall not to attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The Company and the Participant agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in Section 6(b) shal l be conclusive and binding upon the Company and the Participant and may be enforced in any other jurisdiction.

      (d)   The Company and the Participant each irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to the Plan by the mailing of copies of such process to, in the case of the Company, the Company's principal executive offices, or, in the case of the Participant, to the Participant's last known address in the personnel records of the Company.

      (e)   The Plan shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Participant and the Company, the Participant shall not have any right to be retained in the employ of the Company.

      (f)   No right or interest to or in any payments shall be assignable by the Participant; provided, however, that this provision shall not preclude the Participant from designating one or more beneficiaries to receive any amount that may be payable after the Participant's death and shall not preclude the legal representative of the Participant's estate from assigning any right hereunder to the person or persons entitled thereto under the Participant's will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to the Participant's estate.

      (g)   No right, benefit or interest hereunder shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect.

      (h)   The invalidity or unenforceability of any provisions of the Plan shall not affect the validity or enforceability of any other provisions of the Plan, which shall remain in full force and effect to the fullest extent permitted by law.

      (i)   The Plan and each Award Letter sets forth the entire understanding between the Company and each Participant with respect to the subject matter hereof. All oral or written agreements or representations, express or implied, in respect of any Participant with respect to the subject matter hereof are set forth in the Plan and such Participant's Award Letter. All prior agreements, understandings and obligations (whether written, oral, express or implied) between the Company and each Participant with respect to the subject matter hereof are terminated as of the effective date of the Plan and are superseded by the Plan and each Participant's Award Letter, so long as the Plan remains in effect.

      (j)   The Company may withhold from any amounts payable under the Plan such Federal, state, local, foreign or other taxes as are required to be withheld pursuant to any applicable law or regulation.

      (k)   The headings of the Plan are inserted for convenience only and neither constitute a part of the Plan nor affect in any way the meaning or interpretation of the Plan. When a reference in the Plan is made to a Section, such reference shall be to a Section of the Plan unless otherwise indicated.

      (l)   In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform its obligations under the Plan in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place.

      (m)   The Participant may not cumulate the benefits provided under the Plan with any severance or similar benefits ("Other Severance Benefits") that the Participant may be entitled to under any other severance plan of the Company (including the Company's Separation Allowance Plan) or by agreement with the Company (including, without limitation, pursuant to an employment or termination agreement) or under applicable law in connection with the termination of the Participant's employment. To the extent that the Participant receives any Other Severance Benefits, then the payments and benefits payable hereunder to such participant shall be reduced by a like amount. To the extent the Company is required to provide payments or benefits to any Participant under the Worker Adjustment and Retraining Notification Act (or any state, local or foreign law relating to severance or dismissal benefits), the benefits payable hereunder shall be first applied to satisfy such obligation.

Exhibit A

RELEASE AGREEMENT

      In consideration of the promises, payments and benefits provided for in the Milacron Inc. Temporary Enhanced Severance Plan (the "Severance Plan"), the undersigned Participant hereby agrees to the terms of this Release Agreement. Capitalized terms used and not defined in this Release Agreement shall have the meanings assigned thereto in the Severance Plan.

      1.   The Participant acknowledges and agrees that the Company is under no obligation to offer the Participant the payments and benefits set forth in the Severance Plan, unless the Participant consents to the terms of this Release Agreement. The Participant further acknowledges that he/she is under no obligation to consent to the terms of this Release Agreement and that the Participant has entered into this agreement freely and voluntarily.

      2.   Except as provided in paragraph 4 of this Release Agreement, the Participant voluntarily, knowingly and willingly releases and forever discharges the Company and its affiliates, together with its and their respective officers, directors, partners, shareholders, employees and agents, and each of its and their predecessors, successors and assigns (collectively, "Releasees"), from any and all charges, complaints, claims, promises, agreements, controversies, causes of action and demands of any nature whatsoever that the Participant or his/her executors, administrators, successors or assigns ever had, now have or hereafter can, shall or may have against the Releasees by reason of any matter, cause or thing whatsoever arising prior to the time of signing of this Release Agreement by the Participant. The release being provided by the Participant in this Release Agreement includes, but is not limited to, any rights or claims relating in any way to the Participant's employment relationship with the Company or any its Affiliates, or the termination thereof, or under any statute, including, but not limited to, the federal Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1990, the Americans with Disabilities Act of 1990, the Executive Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, each as amended, and any other federal, state or local law or judicial decision.

      3.   The Participant acknowledges and agrees that the Participant shall not, directly or indirectly, seek or further be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Releasee based on any event arising out of the matters released in paragraph 2 of this Release Agreement.

      4.   Nothing herein shall be deemed to release: (a) any of the Participant's rights under the Severance Plan; or (b) any of the vested benefits that the Participant has accrued prior to the date this Release Agreement is executed by the Participant under the employee benefit plans and arrangements of the Company or any of its affiliates.

      5.   The Participant acknowledges that the Company has advised the Participant to consult with an attorney of the Participant's choice prior to signing this Release Agreement. The Participant represents that the Participant has had the opportunity to review this Release Agreement with an attorney of the Participant's choice.

      6.   The Participant acknowledges that the Participant has been offered the opportunity to consider the terms of this Release Agreement for a period of at least twenty-one (21) days, although the Participant may sign it sooner should if desired by the Participant. The Participant further shall have seven additional days from the date of signing this Release Agreement to revoke the Participant's consent hereto by notifying, in writing, the General Counsel of the Company. This Release Agreement will not become effective until the eighth day after the date on which the Participant has signed it without revocation.

Dated: __________________________	________________________________
	[Participant's Name]

EX-10

Exhibit 10.36

Milacron Inc.
Temporary Enhanced Severance Plan

Award Letter

      You have been selected as a participant in the Milacron Inc. Temporary Enhanced Severance Plan (the "Plan"). Your participation in the Plan is subject to the terms and conditions of the Plan, which are incorporated in and made a part of this Award Letter. Capitalized terms used but not defined in this Award Letter have the meanings as used or defined in the Plan.

      1.   Severance Multiple.  Subject to all the terms and conditions of the Plan and this Award Letter, you shall participate in the Plan with a Severance Multiple of 36 months. Your participation in the Plan shall not become effective unless you have signed and returned this Award Letter to Brad Baker at 2090 Florence Avenue, Cincinnati, Ohio 45206 on or before November 17, 2003.

      2.   Release.  You acknowledge and agree that you shall not be entitled to any benefits under the Plan unless you execute a Release, at the time benefits are requested (as provided in Section 2(b) of the Plan), in favor of the Company and others as set forth in the Release, relating to all claims or liabilities of any kind relating to your employment with the Company or its subsidiaries and the termination of such employment.

      3.   Restrictive Covenants.  You acknowledge and agree that, as a condition to your participation in the Plan and your receipt of any benefits under the Plan, you will be subject to certain restrictive covenants (including but not limited to covenants not to compete with the Company, not to solicit or hire employees or clients of the Company, and not to disclose information relating to the Company's relationships with its customers or other confidential information), for a period equal to your Severance Multiple as stated above.

      4.   Confidentiality.  You agree to keep confidential the terms of the Plan and your selection to participate in the Plan, provided that you may disclose such information to your spouse, personal attorney and personal financial and tax advisors, whom you will advise of the confidentiality obligation.

      5.   Plan Language.  You acknowledge that you have received a copy of the Plan, that you have read the Plan and understand your rights and obligations under the Plan, and that you agree to be bound by the terms and conditions of the Plan.

      6.   Governing Law.  Except to the extent preempted by ERISA, this Award Letter shall be governed by and construed in accordance with the laws of the State of Ohio without reference to principles of conflict of laws.

	MILACRON INC.
	by
AGREED AND ACCEPTED
[Name of Participant]

EX-10

Exhibit 10.37

Milacron Inc.
Temporary Enhanced Severance Plan

Award Letter

      You have been selected as a participant in the Milacron Inc. Temporary Enhanced Severance Plan (the "Plan"). Your participation in the Plan is subject to the terms and conditions of the Plan, which are incorporated in and made a part of this Award Letter. Capitalized terms used but not defined in this Award Letter have the meanings as used or defined in the Plan.

      1.   Severance Multiple.  Subject to all the terms and conditions of the Plan and this Award Letter, you shall participate in the Plan with a Severance Multiple of 24 months. Your participation in the Plan shall not become effective unless you have signed and returned this Award Letter to Brad Baker at 2090 Florence Avenue, Cincinnati, Ohio 45206 on or before November 17, 2003.

      2.   Release.  You acknowledge and agree that you shall not be entitled to any benefits under the Plan unless you execute a Release, at the time benefits are requested (as provided in Section 2(b) of the Plan), in favor of the Company and others as set forth in the Release, relating to all claims or liabilities of any kind relating to your employment with the Company or its subsidiaries and the termination of such employment.

      3.   Restrictive Covenants.  You acknowledge and agree that, as a condition to your participation in the Plan and your receipt of any benefits under the Plan, you will be subject to certain restrictive covenants (including but not limited to covenants not to compete with the Company, not to solicit or hire employees or clients of the Company, and not to disclose information relating to the Company's relationships with its customers or other confidential information), for a period equal to your Severance Multiple as stated above.

      4.   Confidentiality.  You agree to keep confidential the terms of the Plan and your selection to participate in the Plan, provided that you may disclose such information to your spouse, personal attorney and personal financial and tax advisors, whom you will advise of the confidentiality obligation.

      5.   Plan Language.  You acknowledge that you have received a copy of the Plan, that you have read the Plan and understand your rights and obligations under the Plan, and that you agree to be bound by the terms and conditions of the Plan.

      6.   Governing Law.  Except to the extent preempted by ERISA, this Award Letter shall be governed by and construed in accordance with the laws of the State of Ohio without reference to principles of conflict of laws.

	MILACRON INC.
	by
AGREED AND ACCEPTED
[Name of Participant]

EX-10

Exhibit 10.38

Milacron Inc.
Temporary Enhanced Severance Plan

Award Letter

      You have been selected as a participant in the Milacron Inc. Temporary Enhanced Severance Plan (the "Plan"). Your participation in the Plan is subject to the terms and conditions of the Plan, which are incorporated in and made a part of this Award Letter. Capitalized terms used but not defined in this Award Letter have the meanings as used or defined in the Plan.

      1.   Severance Multiple.  Subject to all the terms and conditions of the Plan and this Award Letter, you shall participate in the Plan with a Severance Multiple of 24 months. Your participation in the Plan shall not become effective unless you have signed and returned this Award Letter to Brad Baker at 2090 Florence Avenue, Cincinnati, Ohio 45206 on or before November 17, 2003.

      2.   Release.  You acknowledge and agree that you shall not be entitled to any benefits under the Plan unless you execute a Release, at the time benefits are requested (as provided in Section 2(b) of the Plan), in favor of the Company and others as set forth in the Release, relating to all claims or liabilities of any kind relating to your employment with the Company or its subsidiaries and the termination of such employment.

      3.   Restrictive Covenants.  You acknowledge and agree that, as a condition to your participation in the Plan and your receipt of any benefits under the Plan, you will be subject to certain restrictive covenants (including but not limited to covenants not to compete with the Company, not to solicit or hire employees or clients of the Company, and not to disclose information relating to the Company's relationships with its customers or other confidential information), for a period equal to your Severance Multiple as stated above.

      4.   Confidentiality.  You agree to keep confidential the terms of the Plan and your selection to participate in the Plan, provided that you may disclose such information to your spouse, personal attorney and personal financial and tax advisors, whom you will advise of the confidentiality obligation.

      5.   Plan Language.  You acknowledge that you have received a copy of the Plan, that you have read the Plan and understand your rights and obligations under the Plan, and that you agree to be bound by the terms and conditions of the Plan.

      6.   Governing Law.  Except to the extent preempted by ERISA, this Award Letter shall be governed by and construed in accordance with the laws of the State of Ohio without reference to principles of conflict of laws.

	MILACRON INC.
	by
AGREED AND ACCEPTED
[Name of Participant]

EX-11

Exhibit 11 Computation of Per-Share Earnings Milacron Inc. and Subsidiaries (Unaudited)
	Three Months Ended Sept. 30,						Nine Months Ended Sept 30,
(In thousands, except per-share amounts)	2003			2002			2003			2002
Loss from continuing operations	$	(65,701	)	$	(4,522	)	$	(161,582	)	$	(19,437	)
Earnings (loss) from discontinued operations		(1,958	)		18,981			(5,675	)		(10,300	)
Cumulative effect of change in method of accounting		-			-			-			(187,713	)
Net loss		(67,659	)		14,459			(167,257	)		(217,450	)
Less preferred dividends		-			(60	)		(120	)		(180	)
Net loss applicable to common shareholders	$	(67,659	)	$	14,399		$	(167,377	)	$	(217,630	)
Basic earnings (loss) per share:
Weighted-average common shares outstanding		33,684			33,508			33,620			33,464
Per share amount:
Continuing operations	$	(1.95	)	$	(.14	)	$	(4.81	)	$	(.59	)
Discontinued operations		(.06	)		.57			(.17	)		(.30	)
Cumulative effect of change in method of accounting		-			-			-			(5.61	)
Net earnings (loss)	$	(2.01	)	$	.43		$	(4.98	)	$	(6.50	)
Diluted loss per share:
Weighted-average common share outstanding (a)		33,684			33,508			33,620			33,464
Per share amount:
Continuing operations	$	(1.95	)	$	(.14	)	$	(4.81	)	$	(.59	)
Discontinued operations		(.06	)		.57			(.17	)		(.30	)
Cumulatie effect of change in method of accounting		-			-			-			(5.61	)
Net earnings (loss)	$	(2.01	)	$	.43		$	(4.98	)	$	(6.50	)

(a) In 2003 and 2002, potentially dilutive stock options and restricted shares are excluded because their inclusion would result in a smaller loss per common share.

38

EX-31

Exhibit 31.1
I, Ronald D. Brown, certify that:
	1.	I have reviewed this quarterly report on Form 10-Q of Milacron Inc.;
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
			(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
			(b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
			(c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
	5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
			(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
			(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 13, 2003	By:	/s/Ronald D. Brown
			Ronald D. Brown Chairman, President and Chief Executive Officer

39

EX-31

Exhibit 31.2
I, Robert P. Lienesch, certify that:
	1.	I have reviewed this quarterly report on Form 10-Q of Milacron Inc.;
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
			(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
			(b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
			(c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
	5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
			(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
			(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	Noember 13, 2003	By:	/s/Robert P. Lienesch
			Robert P. Lienesch Vice President - Finance and Chief Financial Officer

40

EX-32

Exhibit 32

Certification Pursuant to
18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

      In connection with the Quarterly Report on Form 10-Q of Milacron Inc., a Delaware corporation (the "Company") for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to such officer's knowledge and belief, that:

      1.)      the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and

      2.)      the information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company as of September 30, 2003.

Date:	November 13, 2003	By:	/s/Ronald D. Brown
			Ronald D. Brown Chairman, President and Chief Executive Officer
Dated:	November 13, 2003	By:	/s/Robert P. Lienesch
			Robert P. Lienesch Vice President - Finance and Chief Financial Officer

      A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

      This certificate accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and will not be deemed "filed" by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. This certificate will not be deemed to be incorporated by reference into any filing, except to the extent that the Company specifically incorporates it by reference.

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