8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 26, 2004

MILACRON INC.

(Exact name of registrant as specified in its charter)

DELAWARE	1-8475	31-1062125
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2090 Florence Avenue, Cincinnati, Ohio   45206
(address of principal executive offices)                              (ZIP Code)

Registrant's telephone number, including area code: (513) 487-5000

ITEM 5. OTHER EVENTS

      On April 26, 2004 the Registrant issued a Press Release announcing its intent to offer $225 million principal amount of Senior Secured Notes due 2011 in a private placement pursuant to Rule 144A.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c) Exhibits:

Exhibit No.	Description
99.1	Press Release issued by Milacron Inc. April 26, 2004.

Signature
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 hereunto duly authorized.
	Milacron Inc.
Date: April 26, 2004	By:	/s/Robert P. Lienesch
		Robert P. Lienesch Vice President - Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Milacron Inc. on April 26, 2004.

EX-99

Exhibit 99.1

Milacron Intends To Privately Place
$225 Million in Senior Secured Notes

CINCINNATI, OHIO, April 26, 2004... Milacron Inc. (NYSE: MZ) today announced its intention to offer $225 million principal amount of Senior Secured Notes in a private placement to qualified purchasers pursuant to Rule 144A, subject to market and other conditions. The company intends to use the proceeds of this issuance to repay or otherwise retire indebtedness, including a $75 million term loan and Milacron Capital Holdings B.V.'s outstanding €115 million 7-5/8% Guaranteed Bonds due 2005, for which Milacron expects to launch a tender offer on April 27, as explained in a separate release also issued today.

The notes to be offered in the private offering discussed in this press release will be offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933. The notes will not be registered under the Securities Act. Unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell, a solicitation of an offer to buy, an offer to purchase, or a solicitation of an offer to sell, any securities.

The forward-looking statements above by their nature involve risks and uncertainties that could significantly impact operations, markets, products and expected results. For further information please refer to the Cautionary Statement included in the company's most recent Form 10-K on file with the Securities and Exchange Commission.

First incorporated in 1884, Milacron is a leading global supplier of plastics-processing technologies and industrial fluids, with 3,500 employees and major manufacturing facilities in North America, Europe and Asia. For further information, visit www.milacron.com or call the toll-free investor line: 800-909-MILA (800-909-6452).