8-K

                                 UNITED STATES
                      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): March 11, 2004

                                 MILACRON INC.
 ---------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

     Delaware                      1-8475                    31-1062125
- --------------------      ------------------------     ---------------------
 (State or other          (Commission File Number)         (IRS Employer
 jurisdiction of                                        Identification No.)
 incorporation)


2090 Florence Avenue, P.O. Box 63716, Cincinnati, Ohio           45206
- ------------------------------------------------------  --------------------
    (Address of principal executive offices)                   (Zip Code)


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





ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

On March 11, 2004, Milacron Inc. (the "Company") issued a press release
announcing that its board of directors has convened a special meeting to
consider proposals to refinance its upcoming $115 million outstanding senior
notes due March 15, 2004, $54 million in revolving credit facility
indebtedness also maturing March 15, 2004, and $30 million of receivable
financing terminating on March 12, 2004. A copy of the Company's press release
is filed as Exhibit 99.1 hereto.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits:

Exhibit  No.       Description
- ---------------    ---------------------------------------------------------
99.1               Press release issued by Milacron Inc. on March 11, 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:   March 11, 2004                By: /s/ Ronald D. Brown
                                          ------------------------------
                                          Ronald D. Brown
                                          Chairman, President and
                                          Chief Executive Officer





                                 EXHIBIT INDEX

Exhibit  No.       Description
- ---------------    ---------------------------------------------------------
99.1               Press release issued by Milacron Inc. on March 11, 2004.

EX-99.1

[LOGO OMITTED]  MILACRON
                ==========================              NEWS RELEASE
                Manufacturing Technologies



Contact: Al Beaupre  (513) 487-5918


                    Milacron Board Convenes Special Meeting
                  To Consider Proposals Regarding Refinancing


CINCINNATI, OHIO, March 11, 2004...Milacron Inc. (NYSE: MZ), a leading
supplier of plastics processing equipment and supplies and industrial fluids,
today announced that its board of directors has convened a special meeting
this evening to consider proposals to refinance its upcoming $115 million
outstanding senior notes due March 15, 2004, $54 million in revolving credit
facility indebtedness also maturing March 15, 2004, and $30 million of
receivable financing terminating on March 12, 2004.

The proposals under consideration by the board include a counter proposal
advanced by representatives of the ad hoc bondholder committee, as well as
proposals made by various potential new lenders and investors with respect to
both its short- and long-term financing options.

The company hopes to announce a refinancing plan shortly.

Milacron can make no assurance that it will reach an agreement with the ad hoc
bondholder committee or enter into a transaction with any new lenders or
investors to provide the necessary funds by the date needed.

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-Q 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 about 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).