EX-32 5 mz10qq1-exh32.htm MILACRON INC. FORM 10-Q Q12004 EXHIBIT 32 Exhibit 32 Milacron Inc Form 10-Q

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 March 31, 2004 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 March 31, 2004.

Date:   May 10, 2004        By:   /s/Ronald D. Brown
 
        
           Ronald D. Brown
Chairman, President and
Chief Executive Officer
Dated:   May 10, 2004        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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