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    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

    Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act)

Number of shares of Common Stock, $1.00 par value, outstanding as of May 6, 2004: 49,830,656

PART I Financial Information

Item 1. Financial Statements

Consolidated Condensed Statements of Operations Milacron Inc. and Subsidiaries (Unaudited)
		Three Months Ended March 31,
(In millions, except share and per-share amounts)		2004			2003
Sales		$	188.9		$	190.2
Cost of products sold			156.1			158.4
Manufacturing margins			32.8			31.8
Other costs and expenses
Selling and administrative			30.9			30.2
Refinancing costs			6.4			—
Restructuring costs			1.1			6.0
Other expense - net			1.4			.7
Total other costs and expenses			39.8			36.9
Operating loss			(7.0	)		(5.1	)
Interest
Income			.4			.8
Expense			(8.3	)		(6.0	)
Interest - net			(7.9	)		(5.2	)
Loss from continuing operations before income taxes			(14.9	)		(10.3	)
Provision (benefit) for income taxes			1.1			(2.7	)
Loss from continuing operations			(16.0	)		(7.6	)
Discontinued operations net of income taxes			(.6	)		(.7	)
Net loss		$	(16.6	)	$	(8.3	)
Loss per common share -
basic and diluted
Continuing operations		$	(.47	)	$	(.23	)
Discontinued operations			(.02	)		(.02	)
Net loss		$	(.49	)	$	(.25	)
Dividends per common share		$	—		$	.01
Weighted-average common shares outstanding assuming    dilution (in thousands)			33,880			33,567
See notes to consolidated condensed financial statements.

Notes to Consolidated Condensed Financial Statements
(Unaudited)

Basis of Presentation
      In the opinion of management, the accompanying unaudited Consolidated Condensed Financial Statements contain all adjustments, including only normal recurring adjustments except for the matters discussed in the notes captioned "Discontinued Operations," "Refinancing Costs" and "Restructuring Costs", necessary to present fairly the company's financial position, results of operations and cash flows.

      The Consolidated Condensed Balance Sheet at December 31, 2003 has been derived from the audited Consolidated Financial Statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

      The accounting policies followed by the company are set forth in the "Summary of Significant Accounting Policies" note to the Consolidated Financial Statements included in the company's Annual Report on Form 10-K for the year ended December 31, 2003.

Stock-Based Compensation
      The company accounts for stock-based compensation, including stock options, under the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and the related interpretations. Because all stock options outstanding under the company's 1997 Long-Term Incentive Plan and prior plans have exercise prices equal to the fair market value of the underlying common shares at the respective grant dates, no compensation expense is recognized in earnings. The table that follows illustrates on a pro forma basis the effect on net loss and loss per common share if the stock options granted from 1995 through 2003 had been accounted for based on their fair values as determined under the provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation." There have been no additional stock options granted in 2004.

Discontinued Operations
      In the third quarter of 2002, the company announced a strategy of focusing its capital and resources on building its position as a premier supplier of plastics processing technologies and strengthening its worldwide industrial fluids business. In connection with this strategy, during 2002 the company sold the Valenite and Widia and Werkö metalcutting tools businesses that had been included in its former metalworking technologies segment and initiated plans for the sale of the round metalcutting tools and grinding wheels businesses. The disposition of the round metalcutting tools businesses was completed in the third quarter of 2003 in two separate transactions that resulted in a combined after-tax loss of $6.9 million. The grinding wheels business was sold on April 30, 2004. The company had previously recorded an estimated loss of $4.2 million on the disposition of the grinding wheels business. The ultimate loss on the sale is not expected to vary materially from this amount.

      The round metalcutting tools and grinding wheels businesses are reported as discontinued operations and the Consolidated Condensed Financial Statements for all prior periods have been adjusted to reflect this presentation. Operating results for these businesses included in discontinued operations are presented in the following table.

      As reflected in the preceding table, allocated interest expense includes interest on borrowings secured by assets of the businesses sold and an allocated portion of other consolidated interest expense based on the ratio of net assets sold or to be sold to consolidated assets.

      The major classes of assets and liabilities of the discontinued grinding wheels business in the Consolidated Condensed Balance Sheets as of March 31, 2004 and December 31, 2003 are as follows:

Refinancing Costs
      During the first quarter of 2004, the company charged to expense $6.4 million of refinancing costs incurred in pursuing various alternatives to the March 12, 2004 refinancing of approximately $200 million in debt and other obligations (see Refinancing Transactions). The company's refinancing costs for the second quarter will be at least $1 million or as much as $15 million if the tender offer for the 7⁵/₈% Eurobonds due 2005 (see Long-Term Debt) and the issuance of any new debt are completed during the quarter. The additional second quarter costs would include the premium related to the tender offer for the Eurobonds as well as the write off of financing fees related to the credit facility entered into with Credit Suisse First Boston on March 12, 2004.

Restructuring Costs
      During 2001, the company's management approved a plan to integrate the operations of EOC and Reform, two businesses that were acquired earlier in that year, with the company's existing European mold base and components business. The total cost of the integration was $11.0 million, of which $.5 million was charged to expense in the first quarter of 2003.

      In November, 2002, the company announced restructuring initiatives intended to improve operating efficiency and customer service. The first action involved the transfer of all manufacture of container blow molding machines and structural foam systems from the plant in Manchester, Michigan to the company's more modern and efficient facility near Cincinnati, Ohio. The mold making operation has also been moved to a smaller location near Manchester. In another initiative, the manufacture of special mold bases for injection molding at the Monterey Park, California plant was phased out and transferred to various other facilities in North America. These additional actions are resulting in incremental restructuring costs of approximately $10.4 million, including $3.3 million in the first quarter of 2003. An additional $.9 million, principally to complete the move of the mold making operation, was expensed in the first quarter of 2004. The net cash cost of these initiatives will be approximately $5 million, the majority of which was spent in 2003, including $2.6 million in the first quarter. An additional $.8 million related to the mold operation move was spent in the first quarter of 2004.

      Early in 2003, the company initiated a plan for the further restructuring of its European blow molding machinery operations at a cost of $4.0 million, of which $2.2 million was recorded in the first quarter of that year. The restructuring involved the discontinuation of the manufacture of certain product lines at the plant in Magenta, Italy and the elimination of approximately 35 positions. The cash cost of the restructuring will be approximately $.9 million, a large majority of which was spent in 2003 including $.2 million in the first quarter.

      In the third quarter of 2003, the company announced additional restructuring initiatives that focus on further overhead cost reductions in each of its plastics technologies segments and at the corporate office. These actions, which involve the relocation of production, closure of sales offices, voluntary early retirement programs and general overhead reductions, have resulted in the elimination of approximately 300 positions worldwide. A total of $11.2 million was charged to expense in 2003 in connection with these initiatives and an additional $.7 million is expected to be expensed in 2004 including $.3 million in the first quarter. Cash costs are expected to be approximately $8 million, of which $3.4 million was spent in 2003. An additional $2.3 million was spent in the first quarter of 2004.

      The following table presents the components of the restructuring costs that are included in the Consolidated Condensed Statements of Operations for the first quarters of 2004 and 2003.

      The status of the reserves for the initiatives discussed above is summarized in the following tables. The amounts included therein relate solely to continuing operations.

Retirement Benefit Plans
      The table that follows presents the components of pension expense and postretirement health care costs for the first quarters of 2004 and 2003

      The company expects to make contributions to the funded pension plan for certain U.S. employees of $3.1 million in 2004.

Income Taxes
      At December 31, 2003, the company had non-U.S. net operating loss carryforwards - principally in The Netherlands, Germany and Italy - totaling $190 million and related deferred tax assets of $61 million. Valuation allowances totaling $51 million had been provided with respect to these assets as of that date. Management believes that it is more likely than not that portions of the net operating loss carryforwards in these jurisdictions will be utilized. However, there is currently insufficient positive evidence in some non-U.S. jurisdictions - primarily Germany and Italy - to conclude that no valuation allowances are required.

      At December 31, 2003, Milacron had a U.S. federal net operating loss carryforward of $63 million of which $17 million and $46 million expire in 2022 and 2023, respectively. Deferred tax assets related to this loss carryforward, as well as to federal tax credit carryforwards ($13 million) and additional state and local loss carryforwards ($10 million), totaled $45 million. Additional deferred tax assets totaling approximately $117 million had also been provided for book deductions not currently deductible for tax purposes including the writedown of goodwill, postretirement health care benefit costs and accrued pension liabilities. The deductions for financial reporting purposes are expected to be deducted for income tax purposes in future periods at which time they will have the effect of decreasing taxable income or increasing the net operating loss carryforward. The latter will have the effect of extending the ultimate expiration beyond 2023.

      The conversion of the Series A Notes into newly issued common stock and the future exchange of such common stock and the Series B Notes for convertible preferred stock will very likely trigger an "ownership change" for U.S. federal income tax purposes (see Refinancing Transactions). As a consequence of an ownership change, it is possible that the timing of the company's utilization of tax loss carryforwards and other tax attributes could be substantially delayed. This delay could increase income tax expense and decrease available cash in future years.

      Accounting principles generally accepted in the U.S. require that valuation allowances be established when it is more likely than not that all or a portion of recorded deferred tax assets will not be realized in the foreseeable future. The company reviews the need for new valuation allowances and the carrying amounts of previously recorded valuation allowances quarterly based on the relative amount of positive and negative evidence available at the time. Factors considered in these evaluations include management's short-term and long-range operating plans, the current and future utilization of net operating loss carryforwards, the expected future reversal of recorded deferred tax liabilities and the availability of qualified tax planning strategies. Valuation allowances are then established or adjusted as appropriate. The resulting decreases or increases in valuation allowances serve to favorably or unfavorably affect the company's provision for income taxes and effective tax rate.

      At March 31, 2003, management concluded that no valuation allowances were currently required with respect to the company's U.S. deferred tax assets. This conclusion was based on the availability of qualified tax planning strategies and the expectation that increased industrial production and capital spending in the U.S. plastics industry combined with the significant reductions in the company's cost structure that have been achieved in recent years would result in improved operating results in relation to the losses incurred in 2001 and 2002.

      At June 30, 2003, however, management concluded that a recovery in the plastics industry and the company's return to profitability in the U.S. would be delayed longer than originally expected. As a result of these delays and the incremental costs of the restructuring initiatives announced in the third quarter of 2003 (see Restructuring Costs), the company incurred a cumulative operating loss in the U.S. for the three year period ending December 31, 2003. In such situations, accounting principles generally accepted in the U.S. include a presumption that expectations of earnings in the future cannot be considered in assessing the need for valuation allowances. Accordingly, a tax provision of approximately $71 million was recorded in the second quarter of 2003 to establish valuation allowances with respect to a portion of the company's U.S. deferred tax assets for which future income was previously assumed.

      During the second half of 2003, U.S. deferred tax assets increased by approximately $18 million due to continued losses from operations and a goodwill impairment charge, the effects of which were partially offset by taxable income related to dividends from non-U.S. subsidiaries. Valuation allowances were also increased by $18 million. As of December 31, 2003, U.S. deferred tax assets net of deferred tax liabilities totaled $162 million and U.S. valuation allowances totaled $89 million. The company continued to rely on the availability of qualified tax planning strategies and tax carryforwards to conclude that valuation allowances are not required with respect to U.S. deferred tax assets totaling approximately $73 million at December 31, 2003.

      U.S. deferred tax assets and valuation allowances were both increased by an additional $6 million in the first quarter of 2004. As a result, no U.S. tax benefit was recorded with respect to the loss incurred for the quarter. The provision for income taxes for the quarter relates to operations in profitable non-U.S. jurisdictions.

      Management will continue to reassess its conclusions regarding the amount of valuation allowances that are required on a quarterly basis. Further delays in a recovery in the U.S., particularly in capital spending in the plastics industry, could result in changes in management's estimates and the related assumptions and a requirement to record additional valuation allowances against the U.S. deferred tax assets. This could result in a further increase in income tax expense and a corresponding decrease in shareholders' equity in the period of the change.

      Because of the factors discussed above, the company was unable to record tax benefits with respect to its losses in the U.S. and certain other jurisdictions in the first quarter of 2004. However, results for the quarter include tax expense related to operations in profitable non-U.S. jurisdictions. This resulted in a first quarter provision for income taxes of $1.1 million despite a pretax loss of $14.9 million. In the first quarter of 2003, the effective tax benefit rate was 26%. This effective rate is less than the U.S. federal statutory rate adjusted for state and local income losses due to the establishment of valuation allowances related to losses in certain non-U.S. jurisdictions.

Receivables
      During all of 2003 and through March 12, 2004, the company maintained a receivables purchase agreement with a third party financial institution. Under this arrangement, the company sold, on a revolving basis, an undivided percentage ownership interest in designated pools of accounts receivable. As existing receivables were collected, undivided interests in new eligible receivables were sold. Accounts that became 60 days past due were no longer eligible to be sold and the company was at risk for credit losses for which the company maintained a reserve for doubtful accounts sufficient to cover estimated expenses. At December 31, 2003, approximately $33 million of accounts receivable related to continuing operations had been sold under this arrangement. This amount is reported as a reduction of accounts receivable in the Consolidated Condensed Balance Sheet at that date. On March 12, 2004, all amounts received under the receivables purchase agreement were repaid using a portion of the proceeds of the refinancing transactions entered into on that date (see Refinancing Transactions). The effect was to increase the use of cash from operating activities for the first quarter of 2004 by $33 million.

      Certain of the company's non-U.S. subsidiaries also sell accounts receivable on an ongoing basis. In some cases, these sales are made with recourse, in which case appropriate reserves for potential losses are recorded at the sale date. At March 31, 2004 and December 31, 2003, the gross amounts of accounts receivable that had been sold under these arrangements totaled $7.2 million and $3.8 million, respectively. At March 31, 2004 and December 31, 2003, certain of these amounts were partially collateralized with $6 million and $3 million, respectively, of cash deposits that are included in cash and cash equivalents in the Consolidated Condensed Balance Sheet.

      The company also periodically sells with recourse notes receivable arising from customer purchases of plastics processing machinery and, in a limited number of cases, guarantees the repayment of all or a portion of notes from its customers to third party lenders. At March 31, 2004 and December 31, 2003, the company's maximum exposure under these arrangements totaled $8.2 million and $11.6 million, respectively. In the event a customer were to fail to repay a note, the company would generally regain title to the machinery for later resale as used equipment.

      Costs related to sales of notes receivable and to guarantees have not been material in the past.

Goodwill and Other Intangible Assets
      The carrying value of goodwill totaled $83.3 million and $83.8 million at March 31, 2004 and December 31, 2003, respectively. The company's other intangible assets, which are included in other noncurrent assets in the Consolidated Condensed Balance Sheets, are not significant.

Other Assets
      The components of other current assets and other noncurrent assets are shown in the tables that follow.

Liabilities
      The components of accrued and other current liabilities are shown in the following table.

      The following table summarizes changes in the company's warranty reserves. These reserves are included in accrued and other current liabilities in the Consolidated Condensed Balance Sheets.

      The components of long-term accrued liabilities are shown in the following table.

Refinancing Transactions
      On March 12, 2004, the company entered into a definitive agreement whereby Glencore Finance AG and Mizuho International plc purchased $100 million in aggregate principal amount of the company's new exchangeable debt securities. The proceeds from this transaction, together with existing cash balances, were used to repay the 8³/₈% Notes due March 15, 2004. The securities the company issued were $30 million of 20% Secured Step-Up Series A Notes due 2007 and $70 million of 20% Secured Step-Up Series B Notes due 2007. On April 15, 2004, the $30 million of Series A Notes, which initially bore a combination of cash and pay-in-kind interest at a total rate of 20% per annum, were converted into 15.0 million shares of the company's common stock at a conversion price of $2.00 per share. The $70 million of Series B Notes continue to bear a combination of cash and pay-in-kind interest at a total rate of 20% per annum. The common stock into which the Series A Notes were converted and the Series B Notes are exchangeable for a new series of the company's convertible preferred stock with a cumulative dividend rate of 6%. Upon receipt of shareholder approval of both (i) the authorization of additional shares of the company's common stock and (ii) the issuance of the new series of convertible preferred stock, the interest rate applicable to both the Series A Notes and the Series B Notes will be retroactively reset to 6% per annum from the date of issuance, payable in cash. Following receipt of shareholder approval and as soon as a condition requiring the execution of a refinancing of the €115 million of 7⁵/₈% Eurobonds due in April 2005 is satisfied or waived, all Series B Notes and the common stock into which the Series A Notes were converted will be exchanged for shares of the new series of convertible preferred stock. A cash tender offer to repurchase all of the 7⁵/₈% Eurobonds was commenced on April 27, 2004 (see Long-Term Debt). If shareholder approval is not obtained on or before July 29, 2004, the Series B Notes will be in default and will remain outstanding until March 15, 2007 with an initial interest rate of 20% from the date of issuance increasing to 24% over time and the common stock into which the Series A Notes were converted will be exchanged for shares of the company's currently authorized, but unissued, serial preference stock with a 24% cumulative dividend rate.

      Following the exchange of the common stock into which the Series A Notes were converted and the Series B Notes for convertible preferred stock, the holders of the convertible preferred stock will collectively own between approximately 40% and 60% of the company's fully diluted equity (on an as-converted basis), depending on whether the company exercises an option to redeem a portion of the convertible preferred stock with the proceeds from a rights offering to its existing shareholders. After seven years, the convertible preferred stock would automatically be converted into common stock at a conversion price of $2.00 per share but may be converted prior to that time at the option of the holders. The conversion price would be subject to reset to $1.75 per share at the end of the second quarter of 2005 if a test based on the company's financial performance for 2004 is not satisfied. In addition, as part of the transaction the company has agreed to issue to holders of the convertible preferred stock contingent warrants to purchase an aggregate of one million shares of the company