S-8

As filed with the Securities and Exchange Commission on May 27, 2004.
Registration No. ____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Milacron Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

31-1062125
(I.R.S. Employer Identification No.)

2090 Florence Avenue, Cincinnati, Ohio 45206
(Address of Principal Executive Offices) (Zip Code)

Milacron Inc. Retirement Savings Plan
(Full Title of the Plan)

Hugh C. O'Donnell
Milacron Inc.
2090 Florence Avenue
Cincinnati, Ohio 45206
(Name and address of Agent for service)

(513) 487-5000
(Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered 1/	Proposed Maximum Offering Price Per Share 1/	Proposed Maximum Aggregate Offering Price 1/	Amount of Registration Fee
Common Stock, Par Value $1.00 Per Share	5,000,000 Shares	$3.91	$19,550,000	$2,476.99

1/ Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) and Rule 457(c) under the Securities Act of 1933, based on the average of the high and low prices for shares of Common Stock reported on the New York Stock Exchange on May 25, 2004.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on this form relating to the same benefit plan is effective. Consequently, pursuant to general Instruction E of Form S-8, the contents of the registration statement on Form S-8 filed by Milacron Inc., formerly known as Cincinnati Milacron Inc., with respect to the Cincinnati Milacron Retirement Savings Plan, registration statements no. 33-33623 and, 333-90705 and 333-74758, are incorporated herein by reference.

Item 8. Exhibits.

Exhibit No.
5	Opinion of Thompson Hine LLP, counsel for registrant, as to legality of the securities offered under the Plan
23.1	Consent of Ernst & Young LLP, independent auditors
23.2	Consent of Thompson Hine LLP - See Exhibit 5
24	Powers of Attorney

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on May 27, 2004.
	Milacron Inc.
	By:	/s/Robert P. Lienesch
		Robert P. Lienesch Vice President - Finance and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on this 27th day of May, 2004.
Signature	Title
/s/Ronald D. Brown
	Chairman, President and Chief Executive
Ronald D. Brown	Officer and Director (Principal Executive Officer)
*
	Director
Darryl F. Allen
*
	Director
David L. Burner
*
	Director
Barbara Hackman Franklin
*
	Director
Harry A. Hammerly
	Director
Steven N. Isaacs
*
	Director
James E. Perrella
*
	Director
Joseph A. Pichler
*
	Director
Joseph A. Steger
	Director
Charles F. C. Turner
/s/Ross A. Anderson
	Controller (Chief Accounting
Ross A. Anderson	Officer)
/s/Robert P. Lienesch
	Vice President-Finance and
Robert P. Lienesch	Chief Financial Officer
	/s/Hugh C. O'Donnell
	Hugh C. O'Donnell Attorney-In-Fact
Original Powers of Attorney authorizing Daniel J. Meyer, Ronald D. Brown and Hugh C. O'Donnell, and each of them to sign this registration statement on behalf of the above named directors and officers of the registrant are filed as Exhibit 24 to this registration statement.

EXHIBIT INDEX

5	Opinion of Thompson Hine LLP, counsel for registrant, as to legality of the securities offered under the Plan
23.1	Consent of Ernst & Young LLP, independent auditors
23.2	Consent of Thompson Hine LLP - See Exhibit 5
24	Powers of Attorney
	24.1	Incorporated by reference to Exhibit 24 to Registration Statement No. 333-90705

EX-5

EXHIBIT 5

THOMPSON HINE LLP
P.O. Box 8801
2000 Courthouse Plaza, NE
Dayton, Ohio 45401-1758

May 27, 2004

Milacron Inc.
2090 Florence Avenue
Cincinnati, Ohio 45206

Ladies and Gentlemen:

We have acted as counsel to Milacron Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933 on Form S-8 (the "Registration Statement") of 5,000,000 additional shares of Common Stock, par value $1.00 per share, of the Company (the "Common Stock"), issuable pursuant to the Milacron Inc. Retirement Savings Plan (formerly known as the Cincinnati Milacron Retirement Savings Plan) (the "Plan").

In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary, including: (a) the Company's Restated Certificate of Incorporation, as amended, (b) the By-laws of the Company and (c) the Plan.

Based on the foregoing, it is our opinion that:

1	The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware.
2.	The shares of Common Stock which may be issued or delivered pursuant to distributions from the plan, assuming (except as to treasury shares) that the per share consideration is at least equal to the par value of the Common Stock, will be, when issued or delivered pursuant to the Plan, validly issued, fully paid and nonassessable.

We are members of the bar of the State of Ohio and, accordingly, we do not express any opinion as to any matter governed by any laws other than the laws of the State of Ohio, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/THOMPSON HINE LLP

EX-23

Exhibit - 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-8) for the registration of 5,000,000 shares of Milacron Inc.'s common stock pertaining to the Milacron Inc. Retirement Savings Plan of our report dated February 10,2004(except for the "Subsequent Events" note as to which the date is March 13, 2004) with respect to the consolidated financial statements and schedule of Milacron Inc. and subsidiaries, included in its Annual Report on Form 10-K for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cincinnati, Ohio
May 21, 2004