EXHIBIT 4.2

THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Milacron Inc. (the "Company") is conducting a rights offering (the "Rights
Offering") which entitles the holders of shares of the Company's common stock
(other than any common stock received upon conversion of the Company's 6.0%
Series B Convertible Preferred Stock) to receive 0.452 Rights (each, a "Right")
for each share of common stock held of record as of 5:00 p.m., New York City
time, on , 2004 (the "Record Date") (with the number of Rights granted to
each such holder rounded up to the nearest whole number). Holders of Rights are
entitled to subscribe for and purchase one share of common stock for each Right
at a subscription price of $2.00 per share of common stock.

For a more complete description of the terms and conditions of the Rights
Offering, please refer to the Prospectus dated , 2004 (the "Prospectus"),
which is incorporated herein by reference. Copies of the Prospectus are
available upon request from Innisfree M&A Incorporated (1-877-825-8631 from
within the U.S. and Canada; 1-646-822-7426 from other locations).

I hereby irrevocably subscribe for the number of shares of common stock
indicated on this form upon the terms and conditions specified in the Prospectus
relating thereto. Receipt of the Prospectus is hereby acknowledged.

PLEASE COMPLETE THE BACK IF YOU WOULD LIKE TO TRANSFER OWNERSHIP OR REQUEST
SPECIAL MAILING.

1 SIGNATURE: This form must be signed by the registered holder(s) exactly as
their name(s) appears on the certificate(s) or by the person(s) authorized
to sign on behalf of the registered holder(s) by documents transmitted
herewith.

X
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Signature of Stockholder Date Daytime Telephone #

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2. SUBSTITUTE FORM W-9

PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY SIGNING BELOW.

If the Taxpayer ID Number printed above
is INCORRECT OR if the space is BLANK
write in the CORRECT number here. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]

UNDER penalties of perjury, I CERTIFY THAT:

1. The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), AND

2. I am not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
(IRS) that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding, AND

3. I am a U.S. person (including a U.S. resident alien).

CERTIFICATION INSTRUCTIONS. You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.

Signature: Date:
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SEE INSTRUCTIONS ON THE REVERSE SIDE

3. [ ] SHARES TO SUBSCRIBE [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
WHOLE SHARES

ENCLOSED IS MY CHECK FOR $
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4.

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SUBSCRIPTION CERTIFICATE NUMBER CUSIP NUMBER

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RIGHTS RECORD DATE SHARES

MILACRON INC.
SUBSCRIPTION CERTIFICATE FOR RIGHTS OFFERING
[ ], 2004

A. Number of shares of common stock subscribed for through the subscription
privilege (not to exceed one share of common stock for each Right held):
Shares of Common Stock
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B. Total Subscription Price (line A multiplied by $2.00): $
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C. Method of Payment, check (1) or (2).

[ ] (1) Certified check, bank draft or money order payable to Mellon
Investor Services LLC or

[ ] (2) Personal check payable to Mellon Investor Services LLC, received
at least five business days before the expiration date of the Rights
Offering. IF YOUR FUNDS DO NOT CLEAR YOUR BANK AT OR PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON , 2004, YOUR REQUEST FOR SHARES OF COMMON
STOCK WILL NOT BE ACCEPTED.

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FOR MORE INFORMATION AND TO REQUEST ADDITIONAL COPIES OF THE PROSPECTUS OR
ANCILLARY DOCUMENTS, CONTACT INNISFREE M&A INCORPORATED,
501 MADISON AVENUE, 20TH FLOOR, NEW YORK, NY 10022

SHAREHOLDERS CALL: 1-877-825-8631 (Toll-free from within
the U.S. and Canada)

1-646-822-7426 (From other locations)

BANKS AND BROKERS CALL COLLECT: 1-212-750-5833

WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS

BY MAIL: BY OVERNIGHT COURIER: BY HAND:
Milacron Inc. Milacron Inc. Milacron Inc.
c/o Mellon Investor Services LLC c/o Mellon Investor Services LLC c/o Mellon Investor Services LLC
Attn: Reorganization Dept. Attn: Reorganization Dept. Attn: Reorganization Dept.
P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Drop - Reorg New York, NY 10271
Ridgefield Park, NJ 07660

THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004 AND
THIS SUBSCRIPTION CERTIFICATE IS VOID THEREAFTER.

5. SPECIAL TRANSFER INSTRUCTIONS

If you want your Milacron Inc. common stock and SIGNATURE GUARANTEE MEDALLION
any refund check to be issued in ANOTHER NAME,
fill in this section with the information for
the NEW account name.

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Name (Please Print First, Middle & Last Name) (TITLE OF OFFICER SIGNING THIS GUARANTEE)

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Address (Number and Street) (NAME OF GUARANTOR - PLEASE PRINT)

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(City, State & Zip Code) (ADDRESS OF GUARANTOR FIRM)

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(Tax Identification or Social Security Number)

6. SPECIAL MAILING INSTRUCTIONS

Fill in ONLY if mailing to someone other than
the registered holder(s) or to the registered
holder(s) at an address other than that shown
on the front of this card.
Mail certificate(s) and any check(s) to:

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Name (Please Print First, Middle & Last Name)

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Address (Number and Street)

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(City, State & Zip Code)

COMPLETE ALL APPLICABLE SECTIONS OF THIS FORM USING THE INSTRUCTIONS BELOW.

1. Sign and date Box 1 and include your daytime phone number.

2. PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER
if you are a U.S. Taxpayer. If the Taxpayer ID or Social Security Number
is incorrect or blank, write the correct number in Box 2 and sign to
certify. Please note that Mellon Investor Services LLC may withhold 28% of
your proceeds as required by the IRS if the Taxpayer ID or Social Security
Number is not certified on our records. If you are a non-U.S. Taxpayer,
please complete and return form W-8BEN.

3. Place an [x] in the box and fill in the number of whole shares of common
stock (if any) you wish to subscribe for under your subscription
privilege. (Limited to one share of common stock per Right.)

4. Subscription certificate and calculation section for determining your
total subscription price.

5. If you want your Milacron Inc. common stock to be issued in another name,
complete the Special Transfer Instructions in Box 5. Signature(s) in Box 5
must be medallion guaranteed.

6. Fill in Box 6 if common stock certificate(s) and any check(s) should be
mailed to someone other than the registered holder(s) or to the registered
holder(s) at an address other than that shown on the front of this card.

THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004
AND THIS SUBSCRIPTION CERTIFICATE IS VOID THEREAFTER.