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 4, 2005

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



          Delaware                1-8485                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

                                 Not Applicable
          (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 240.13-4(c))



ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 4, 2005,  Milacron Inc. (the "Company")  issued an earnings  release
announcing  its results for the third  quarter of 2005,  which is  furnished  as
Exhibit 99.1 hereto.

The Company's  earnings  release  includes a  presentation  of "primary  working
capital" as a percentage  of sales as of  September  30, 2005 and June 30, 2005.
The Company's management believes that this non-GAAP financial measure is useful
to  analysts  and  investors  because it  provides  a measure  of the  Company's
progress  with respect to its  publicly-announced  strategy of reducing  working
capital requirements. Management of the Company believes this non-GAAP financial
measure is the best  indicator of progress  with respect to this strategy and it
is therefore reported to and reviewed with the Company's board of directors.

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 4, 2005.



                                   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 4, 2005      By:    /s/ Ross A. Anderson
                                     -------------------------------
                                     Ross A. Anderson
                                     Vice President - Finance
                                     and Chief Financial Officer




                                  EXHIBIT INDEX

Exhibit  No.               Description
- ----------------------     ------------------------------------------
99.1                       Earnings release issued by
                           Milacron Inc. on November 4, 2005.