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): November 3, 2004

                                  MILACRON INC.
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             (Exact name of registrant as specified in its charter)

          Delaware                        1-8485                     31-1062125
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      (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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 3, 2004, Milacron Inc. (the "Company") issued an earnings
release announcing its results for the third 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 third quarters of 2003 and 2004 excluding interest,
taxes, goodwill impairment, 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 from continuing operations excluding
interest, taxes, goodwill impairment, 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

      (c) Exhibits:

Exhibit  No.               Description
- ----------------------     -----------------------------------------------------
99.1                       Earnings release issued by Milacron Inc. on November
                           3, 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 thereunto duly authorized. Milacron Inc.

Date:   November 3, 2004     By:    /s/ Robert P. Lienesch
                                    -----------------------------------
                                    Robert P. Lienesch
                                    Senior Vice President - Finance, Controller
                                    and Chief Financial Officer






                                  EXHIBIT INDEX

Exhibit  No.               Description
- ----------------------     -----------------------------------------------------
99.1                       Earnings release issued by Milacron Inc. on November
                           3, 2004.