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): May 27, 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 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

On May 27, 2004, Milacron Inc.issued a press release announcing the issuance
of $225 million of privately placed notes and the placement of the proceeds
thereof into escrow. A copy of the 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 May 27, 2004.






                                  SIGNATURES

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:   May 27, 2004          By:     /s/ Hugh C. O'Donnell
                                     -------------------------------------------
                                     Hugh C. O'Donnell
                                     Vice President, General Counsel and
                                     Secretary



                                 EXHIBIT INDEX

Exhibit  No.           Description
- -----------------      -------------------------------------------------------
99.1                   Press release issued by Milacron Inc. on May 27, 2004.

EX-99.1

                                                                  Exhibit 99.1

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

CONTACT: AL BEAUPRE (513) 487-5918


                MILACRON ANNOUNCES THE ISSUANCE OF $225 MILLION
                 OF PRIVATELY PLACED NOTES; PROCEEDS ESCROWED


CINCINNATI, OHIO, May 27, 2004 ...Milacron Inc. (NYSE: MZ) announced that the
proceeds of $225 million in privately placed Senior Secured Notes due 2011
have been placed in escrow. The notes, with a coupon interest rate of 11-1/2%,
were issued at 97.673% of principal amount, effectively yielding 12%. Assuming
all necessary conditions are met, the company intends to use the proceeds to
repay or otherwise retire indebtedness, including a $75 million term loan and
Milacron Capital Holdings B.V.'s outstanding EUR 115 million 7-5/8% Guaranteed
Bonds due 2005, for which Milacron launched a tender offer on April 27, 2004.

Release of the proceeds from escrow to Milacron depends on meeting several
conditions including the issuance of a new series of convertible preferred
stock in exchange for the company's outstanding $70 million in Series B Notes
and 15 million shares of common stock held by Glencore Finance AG and Mizuho
International plc, which requires shareholder approval of a series of
proposals at the company's upcoming annual meeting on June 9, 2004. Other
conditions for release of the proceeds include the replacement of the
company's existing credit facilities with a new asset based credit facility,
the execution and delivery of subsidiary guarantees and security documents
with respect to the new notes, and the success of the Eurobond tender offer,
scheduled to expire on June 7, 2004. To date, EUR 83.6 million of the EUR 115
million aggregate principal amount of outstanding Eurobonds have been
tendered. On May 19, 2004, a meeting of Eurobond holders approved an amendment
to delete substantially all of the restrictive covenants from the agreements
governing the terms of the Eurobonds effective as of the date of the tender
offer settlement, which the company anticipates to be June 10, 2004.

The new notes were issued by Milacron Escrow Corporation, a newly formed,
wholly owned direct subsidiary of Milacron Inc., created solely to issue the
notes and to merge with and into Milacron Inc., which will become the
successor obligor of the notes following the merger.

The notes offered in the private offering discussed in this press release were
offered to qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933. The notes have not been 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 or a solicitation to buy any securities.

                                    -more-





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 3,500 employees
and major manufacturing facilities in North America, Europe and Asia. For
further information, visit www.milacron.com or call the tollfree investor
line: 800-909-MILA (800-909-6452).

                                     -end-