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): September 30, 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
- ------------------------------------------------------------------------
       (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))





ITEM 8.01 Other events.


On September 30, 2004, Milacron Inc. (the "Company") issued a press release,
which is filed as Exhibit 99.1 hereto, announcing that it expects to report a
third quarter net loss of approximately $8 million, including approximately
$2.5 million in after-tax restructuring charges, which would be at the low end
of the range of guidance issued by the Company on July 30. The Company's third
quarter sales are projected to be $177 million to $182 million, above the $170
million of sales in the same period a year ago but below the July 30 guidance
range of $188 million to $200 million.


ITEM 9.01. Financial Statements and Exhibits.


     (c)  Exhibits.

Exhibit  No.       Description
- --------------     -----------------------------------------------------------
99.1               Press release issued by Milacron Inc. on September 30, 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:  September 30, 2004     By:     /s/ Hugh C. O'Donnell
                                     ------------------------------------------
                                     Hugh C. O'Donnell
                                     Senior Vice President, General Counsel and
                                     Secretary




                                 EXHIBIT INDEX

Exhibit  No.       Description
- --------------     -----------------------------------------------------------
99.1               Press release issued by Milacron Inc. on September 30, 2004.

EX-99.1

                                                                  EXHIBIT 99.1



MILACRON
Manufacturing Technologies                                        News Release





Milacron's Q3 Earnings
Expected to be at Low End of Guidance

Q3 Earnings Release, Conference Call Set for Nov. 3


CINCINNATI, OHIO, September 30, 2004...Milacron Inc. (NYSE: MZ) expects to
report a third quarter net loss of approximately $8 million, including
approximately $2.5 million in after-tax restructuring charges. This would be
an improvement over results in the third quarter of 2003 and at the low end of
the range of guidance issued by the company on July 30. Third quarter sales
are projected to be $177 million to $182 million, above the $170 million of
sales in the same period a year ago but below the July 30 guidance range of
$188 million to $200 million.

The shortfall in sales is primarily attributable to lower-than-anticipated
demand in both North America and Western Europe. Milacron believes that recent
rises in oil and plastic resin prices, which have significantly increased
operating costs for plastics processors, have caused many processors to
continue to defer spending, particularly for capital equipment.
Lower-than-expected sales volumes, in turn, have pushed earnings to the low
end of the range of guidance.

Strong orders in June and July were offset by exceptionally weak orders in
August, which caused a downward revision of the third quarter sales and
earnings. Orders in September improved in North America, remained soft in
Europe and continued at strong levels in Asia. Assuming a continuation of
these order levels, on a preliminary basis Milacron now expects net earnings
in the fourth quarter to approximate breakeven on sales of $195 million to
$200 million. This compares to sales of $198 million and a net loss of $24.4
million in the fourth quarter of 2003. The company intends to offer updated
fourth quarter guidance when reporting third quarter results on November 3.

"We have taken numerous actions over the past several years to significantly
improve our cost structure and operational efficiency," said Ronald D. Brown,
chairman, president and chief executive officer. "And, in fact, we are on
track to realize close to $70 million of cost savings in 2004 from these
actions. Given the recent sharp increases in oil and resin prices, which are
negatively impacting our customers' operating costs, we remain committed to
finding better ways to help our customers improve their competitiveness. At
the same time we are also committed to finding better ways to improve our own
performance going forward."

                                    -more-





Based on the latest internal projections, Milacron is not likely to generate
$50 million in adjusted EBITDA (earnings before interest, taxes, depreciation
and amortization) for the year 2004. If this proves to be the case, it would
trigger a reset in the conversion price for the company's Series B Convertible
Preferred Stock to $1.75 per share from $2.00 per share, effective June 30,
2005. If the reset were to take place today, it would increase the total
number of common shares outstanding, on an as-converted basis, to
approximately 93 million from 86 million.

Under its asset-based credit facility Milacron is subject to minimum
cumulative EBITDA requirements each quarter. The credit facility agreement has
been amended to lower these requirements for the third and fourth quarters of
2004, and the company expects to meet or exceed the new requirements in both
quarters.

As for the longer term outlook, Milacron remains optimistic that the plastic
machinery markets will continue to strengthen. U.S. plastics processors'
capacity utilization rates are approaching a healthy 84%, at which point,
historically, machine orders have begun to pick up.

THIRD QUARTER EARNINGS RELEASE, CONFERENCE CALL AND WEBCAST

Milacron will release its full financial results for the third quarter on
Wednesday, November 3, prior to the stock market opening. At 11 a.m. ET that
day, management will conduct an open investor conference call to discuss
results of operations and the outlook. The call will be webcast live on the
company's website, www.milacron.com. For analysts and investors wishing to ask
questions, the dial-in number will be (913) 981-5591. A replay of the
conference call will be available from 2:00 p.m. ET, November 3, through
midnight November 10, and may be accessed on Milacron's website or by dialing
(719) 457-0820 or (888) 203-1112 and providing the access code 964374.

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 toll-free investor
line: 800-909-MILA (800-909-6452).


Contact: Al Beaupre  (513) 487-5918