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): April 7, 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, Cincinnati, Ohio                   45206
- -----------------------------------------------------   ----------------------
      (Address of principal executive offices)                (Zip Code)


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






ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits:

Exhibit No.         Description
- ---------------    ----------------------------------------------------------
99.1                Press release issued by Milacron Inc. on April 7, 2004.


ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 7, 2004, Milacron Inc. (the "Company") issued a press release
announcing that its sales and segment earnings for the first quarter ended
March 31, 2004 should be within the range of its most recent guidance, issued
February 11. Segment earnings do not include approximately $6.5 million of
refinancing costs incurred in pursuing various alternatives to the Company's
March 12 refinancing of $200 million in debt and other obligations.

This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference to such filing.





                                    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 7, 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 7, 2004.

EX-99.1

                                                                  EXHIBIT 99.1


         MILACRON
- --------------------------
MANUFACTURING TECHNOLOGIES                                        NEWS RELEASE

CONTACT: AL BEAUPRE (513) 487-5918


                  MILACRON'S FIRST QUARTER SALES AND EARNINGS
                  WITHIN GUIDANCE EXCLUDING REFINANCING COSTS

                             --------------------


             EARNINGS RELEASE AND CONFERENCE CALL SET FOR APRIL 26


CINCINNATI, Ohio - April 7, 2004...Milacron Inc. (NYSE: MZ), a leading global
supplier of plastics-processing technologies and industrial fluids, announced
today its sales and segment earnings for the first quarter ended March 31,
2004 should be within the range of its most recent guidance, issued February
11. Segment earnings do not include approximately $6.5 million of refinancing
costs incurred in pursuing various alternatives to the company's March 12
refinancing of $200 million in debt and other obligations.

Following its usual practice, on April 26 Milacron will release its results in
the morning before the market opens. At 11:00 a.m. EDT, management will
conduct an open investor conference call to discuss the first quarter along
with the current outlook. The call can be accessed live via the company's
website, www.milacron.com. For analysts and investors wishing to ask
questions, the dial-in number will be (913) 981-4910. A recording of the
conference call will be available from 2:00 p.m. EDT, Monday, April 26,
through midnight Monday, May 3, and may be accessed on Milacron's website or
by dialing (719) 457-0820 or (888) 203-1112 and providing the access code:
757407.

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 Annual Report on 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 major
manufacturing facilities in North America, Europe and Asia. For further
information, visit the company's web site or call the toll-free investor hot
line: 800-909-MILA (800-909-6452).


                                    - end -



 MILACRON INC. - 2090 FLORENCE AVE. - CINCINNATI, OHIO 45206 - 513.487.5000 -
                               WWW.MILACRON.COM