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): July 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
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      (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                Earnings release issued by Milacron Inc. on July 30, 2004.



ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 30, 2004, Milacron Inc. (the "Company") issued an earnings release
announcing its results for the second quarter of 2004, which is furnished as
Exhibit 99.1 hereto. The Company's earnings release presents the Company's
earnings from continuing operations in the second quarter of 2004 before
interest, taxes, restructuring and refinancing costs, as well as the loss from
continuing operations in the second quarter of 2003 before interest, taxes,
restructuring and refinancing costs.

The Company's management believes that describing the Company's results using
this non-GAAP financial measure is useful to investors because this non-GAAP
financial measure provides investors with a basis for comparing the Company's
results for its most recently completed financial period to its results in
prior periods. In addition, the measure for earnings (loss) from continuing
operations before interest, taxes, restructuring and refinancing costs is the
basis on which management reports to the Company's Board of Directors and
represents a measure which management believes is used by analysts and
investors following the Company.

This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (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, as
amended, or the Exchange Act, except as expressly set forth by specific
reference to such filing.







                                   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 thereunto duly authorized.


                                  MILACRON INC.

Date: July 30, 2004               By: /s/ Robert P. Lienesch
                                      ----------------------------------------
                                      Robert P. Lienesch
                                      Vice President - Finance and Chief
                                      Financial Officer








                                 EXHIBIT INDEX


Exhibit No.         Description
- --------------     -----------------------------------------------------------
99.1                Earnings release issued by Milacron Inc. on July 30, 2004.