MILACRON INC
8-K, 2000-03-22
MACHINE TOOLS, METAL CUTTING TYPES
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               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): March 10, 2000


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



      DELAWARE                 1-8475                 31-1062125
  ---------------         ---------------             ----------
  (State or other          (Commission File         (IRS Employer
  jurisdiction of          Number)                 Identification
  incorporation)                                         No.)



2090 Florence Avenue, P.O. Box 63716, Cincinnati, Ohio 45206
- ------------------------------------------------------------
(address of principal executive offices)           (ZIP Code)



     Registrant's telephone number, including area code:
                       (513) 487-5000




ITEM 5.     OTHER EVENTS

     In accordance with Rule 135c, the Press Release of
registrant dated March 10, 2000, which discloses a proposed
unregistered offering of up to Euro 150 million Eurobonds by the
Registrant's wholly-owned subsidiary, Milacron Capital Holdings
B.V., is filed as Exhibit 99.1 hereto.  The bonds will be
guaranteed by the Registrant.


ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
            AND EXHIBITS.

            (c)  Exhibits:

            Exhibit No.       Description
            -----------       -----------

               99.1           Press Release issued by Milacron Inc.
                              on March 10, 2000.


                           SIGNATURE

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 hereunto duly authorized.


                                 MILACRON INC.



Date:  3/21/00		                 By:  /s/ Robert P. Lienesch
                                      ----------------------
                                      Robert P. Lienesch
                                      Vice President-Finance
                                      and Treasurer and Chief
                                      Financial Officer





                                                Exhibit 99.1


   MILACRON ANNOUNCES PROPOSED EUROBOND OFFERING

   CINCINNATI, Ohio, USA, March 10, 2000 - Milacron Inc.
   (NYSE: MZ) announced today a public offering of up to
   Euro 150 million Eurobonds, with an expected maturity of
   five or seven years, bearing an interest rate to be
   determined.  The net proceeds of the offering will be
   used for general corporate purposes, including repayment
   of maturing public debt.

   The Eurobonds will be issued by Milacron Capital
   Holdings B.V., a wholly owned subsidiary of Milacron,
   and will be guaranteed by Milacron Inc.  The offering is
   being made pursuant to Regulation S of the Securities
   Act of 1933, as amended, and is expected to close in
   April.

   These Eurobonds have not been, and will not be,
   registered under the Securities Act of 1933, as amended,
   and may not be offered or sold in the United States
   absent registration or an applicable exemption from
   registration requirements.

   This announcement does not constitute an offer to sell
   or the solicitation of offers to buy any security and
   shall not constitute an offer, solicitation or sale of
   any security in any jurisdiction in which such offer,
   solicitation or sale would be unlawful.  This press
   release is being issued pursuant to and in accordance
   with Rule 135c under the Securities Act of 1933, as
   amended.




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