Company Name: Milacron Inc.
Public Availability Date: November 19, 2004

CRAVATH, SWAINE & MOORE LLP
WORLDWIDE PLAZA
825 Eighth Avenue
NEW YORK, NY 10019-7475

TELEPHONE: (212) 474-1000
FACSIMILE: (212) 474-3700

WRITER'S DIRECT DIAL NUMBER
(212) 474-1150

November 12, 2004

Milacron Inc. - Exclusion of Shareholder Proposal

Ladies and Gentlemen

This letter is submitted on behalf of our client, Milacron Inc., a Delaware corporation (the "Company"), for filing pursuant to Rule 14a-8(j) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. This letter constitutes the Company's statement of reasons for exclusion of the shareholder proposal submitted by Mr. Stephen A. Sawzin, 43 Fulton St., Wilmington, Ohio 45177-1606 (the "Proponent") from the proxy statement and form of proxy relating to the Company's 2005 annual meeting of shareholders (collectively, the "Proxy Materials"). To the extent the reasons for excluding Mr. Sawzin's proposal are based on matters of law, this letter constitutes the supporting opinion required by Rule 14a-8(j)(2).

In accordance with Rule 14a-8(j)(2), enclosed are six copies of this letter with the following Appendices:

1. The Proponent's original letter to the Company dated September 15, 2004, received by the Company on September 20, 2004, and the attachments included therewith (Appendix A);

2. The Company's letter dated September 30, 2004, requesting compliance with the eligibility requirements of Rule 14a-8 (Appendix B);

3. Proof of delivery of the Company's letter dated September 30, 2004 (Appendix C);

4. The Proponent's letter dated October 12, 2004, responding to the Company's request of September 30, 2004, and the attachment included therewith (collectively, the "Proposal") (Appendix D); and

5. Letter from Putnam Investments dated October 13, 2004, and postmark information (Appendix E).

By copy of this letter and the enclosures, the Company is notifying the Proponent of its intention to omit the Proposal from the Company's Proxy Materials. This letter is being filed not later than 80 calendar days prior to the date on which the Company intends to file its definitive Proxy Materials.

Reasons for Exclusion

The Company believes that it may properly exclude the Proposal from its Proxy Materials pursuant to clauses (i)(6), (i)(7), (b) and (f)(1) of Rule 14a-8 .

Exclusion pursuant to Rule 14a-8(i)(6)

Rule 14a-8(i)(6) provides that a company may exclude a proposal if "the company would lack the power or authority to implement the proposal." The Proposal, if implemented, would prohibit the Chief Executive Officer from serving as a member of the board of directors and would require that the Chairman of the board of directors be an "independent position," without defining independence other than excluding service by the current Chief Executive Officer. To comply with the Proposal, the Company would be required to ensure that: (1) a sufficient number of independent directors are elected by the shareholders each year to appropriately fill the position of Chairman and positions on the Audit Committee, Personnel and Compensation Committee and Nominating and Corporate Governance Committee, each of which must be staffed with independent directors under New York Stock Exchange ("NYSE") listing requirements; (2) one of such independent directors would be qualified and willing to serve as Chairman of the board of directors; and (3) the board of directors would nominate, and the shareholders would elect, such independent director as Chainnan of the board.

The Company is a Delaware corporation and is subject to the Delaware General Corporation Law (the "DGCL"). Pursuant to Section 211 of the DGCL, the Company's directors are elected by its shareholders. Although vacancies on the board of directors may be filled by the affirmative vote of a majority of the remaining directors, the Company's by-laws require a person who is appointed as a director to fill a vacancy to stand for election at the annual meeting of shareholders held next after his or her election. Thus, ultimately, the Company's shareholders determine who serve as the Company's directors.

The corporate accounting scandals which have dominated the news in recent years have made the process of finding qualified independent directors who are willing to serve on the board of directors of a public company increasingly difficult and expensive. The Company cannot control who is elected or retained as a director. Furthermore, the Company cannot ensure that any elected independent director would be nominated by the directors, and elected by the shareholders, as Chairman and that such director would be willing to expend the time and effort necessary to serve as Chairman of the board of directors. The Company cannot guarantee that an independent, qualified individual will volunteer to run for Chairman, and the directors cannot unilaterally nominate someone to serve in a capacity as demanding and important as the Chairman of the board of directors.

In concurring with other companies regarding the exclusion of substantially similar proposals recommending that the board of directors amend a company's by-laws to separate the Chairman and Chief Executive Officer positions and to require that an independent director serve as Chairman of the board of directors, the Staff has stated that "it does not appear to be within the board's power to ensure that an individual meeting the specified criteria would be elected as director and serve as chairman of the board." AmSouth Bancorporation (February 24, 2004); Bank of America Corporation (February 24, 2004); Wachovia Corporation (February 24, 2004); SouthTrust Corporation (January 16, 2004). See also Cintas Corporation (August 27, 2004) (it does not appear to be within the power of the board of directors to ensure that its chairman retains his or her independence at all times."); H.J. Heinz Company (June 14, 2004) (Company may exclude proposal urging the board of directors to amend the company's by-laws to require that an independent director who has not served as an officer of the company serve as the Chairman of its board of directors and that the offices of President and Chief Executive Officer be held by two different individuals).

Accordingly, based on the foregoing and in view of the consistent position of the Staff regarding prior proposals relating to substantially similar issues, the Company believes that it may properly exclude the Proposal under Rule 14a-8(i)(6).

Exclusion pursuant to Rule 14a-8(i)(7)

Rule 14a-8(i)(7) provides that a company may exclude a proposal if"the proposal deals with a matter relating to the company's ordinary business operations." One rationale for the "ordinary business" exclusion is to permit companies to exclude proposals on matters that are "so fundamental to management's ability to run a company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight." Release No. 34-40018 (May 21, 1998) at 20. Further, a proposal should not "'micro-manage' the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment." Id. at 21. The Staff has held that proposals concerning requests to seek new management, hire or terminate officers, censure officers or change the duties of officers are excludable as matters relating to a company's ordinary business operations. See, e.g., The Walt Disney Company (December 16, 2002) (proposal to remove Chairman, Chief Executive Officer and management team); Wachovia Corporation (February 17, 2002) (proposal to seek and hire new Chief Executive Officer); Spartan Motors, Inc. (March 13, 2001) (proposal to remove Chief Executive Officer); UAL Corp. (March 15, 1990) (proposal requesting censure of an executive officer); Public Service Company of Colorado (March 19, 1987) (proposal to seek new leadership in management of company); U.S, Air, Inc. (February 1, 1980) (proposal to provide for a Chairman as well as a President and Chief Executive Officer).

In the Company's view, the Proposal clearly relates to the conduct of the Company's ordinary business operations. The Chief Executive Officer position is not mandated by Delaware law and is purely the result of an internal business determination of the responsibilities of executive officers pursuant to the Company's ordinary business operations. Applicable Delaware law requires that Delaware corporations have "such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws ...." DGCL § 142. Section 1 of Article V of the Company's by- laws currently states that the "Board of Directors shall elect as officers of the Company, a Chairman of the Board or a President or both .... The Chairman of the Board or the President shall be the Chief Executive Officer. In the event that both a Chairman of the Board and a President are elected, the Board shall determine whether the Chairman of the Board or the President is to be the Chief Executive Officer." The Chief Executive Officer position is therefore synonymous with the position of either the Chairman of the Board or the President and is purely the result of an internal business determination of responsibilities and titles of executive officers pursuant to the Company's ordinary business operations.

The Proposal, if implemented, would also require the termination of one of the positions held by the Company's current President, Chairman and Chief Executive Officer. The Proposal therefore falls squarely within the ambit of exclusion pursuant to Rule 14a-8(i)(7) of proposals seeking to terminate officers. See, e.g., The Walt Disney Company (December 16, 2002); Wachovia Corporation (February 17, 2002); Spartan Motors, Inc. (March 13, 2001).

Finally, the Company has strived, through the adoption of corporate governance reforms, to demonstrate to shareholders and the investment community that the Company takes seriously its obligations with respect to management oversight and encouragement of a strong, independent board of directors. The members of the Audit Committee, Personnel and Compensation Committee and Nominating and Corporate Governance Committee, for example, are all independent directors, as defined by the Securities and Exchange Comission and the NYSE. The board of directors also meets at each of its regularly scheduled meetings in executive sessions without management present, during which the chairperson of the Nominating and Corporate Governance Committee serves as the presiding director. The Company believes that the decision to address perceived deficiencies of its unitary leadership structure, whether by implementing regularly scheduled sessions of the board's independent directors or by separating the roles of Chairman and Chief Executive Officer, is a matter that involves the imposition of specific "methods for implementing complex policies." Release No. 34-40018 (May 21, 1998) at 21. As such, it is a matter related to the Company's ordinary business operations that should not be subject to direct shareholder oversight.

For the foregoing reasons, the Company believes that it may properly exclude the Proposal under Rule 14a-8(i)(7).

Exclusion pursuant to Rule 14a-8(b) and Rule 14a-8(f)(1)

Pursuant to Rule 14a-8(b)(1), to be eligible to submit a proposal, a shareholder must have continuously held at least $2,000 in market value, or 1%, of a company's voting securities for at least one year as of the date the shareholder submits the proposal. Although the Proponent is a registered holder of the Company's common stock, the Company was unable to verity, based on the Proponent's registered holdings, that he held the requisite number of securities to be eligible to submit a proposal. As of September 15, 2004, the Proponent's registered holdings consisted of only 31.7664 shares of the Company's common stock. Even if calculated based on the highest price of the Company's common stock from September 15, 2003 to September 15, 2004 ($4.55 per share), the Proponent's registered holdings as of September 15, 2004, fall well below the requisite $2,000 in market value, or 1%, of the Company's securities.

Under Rule 14a-8(b)(2)(i), a non-registered shareholder can prove eligibility by providing a written statement from the record holder of his or her securities verifying that, at the time the shareholder submitted his or her proposal, the shareholder continuously held the securities for at least one year. The letter and proposal from the Proponent dated September 15, 2004, were accompanied by a letter from Putnam Investments dated July 2, 2004, stating that the Proponent held 2,583.842 shares of the Company's stock as of the market close on July 1, 2004, and that 2,564.208 shares of the stock were purchased from 1989 through 2002 (sec Appendix A). The letter from Putnam Investments did not, however, verify that the Proponent held the requisite number of securities for at least one year as of the date the Proponent submitted his proposal, as it provided no information about the Proponent's ownership of the Company's stock from July 2, 2004 through September 15, 2004.

If a shareholder fails to follow an eligibility requirement, a company may exclude the shareholder's proposal pursuant to Rule 14a-8(f) if (i) within 14 calendar days of receiving the proposal, the company provides the shareholder with written notice of the defect, including the time frame for responding and (ii) the shareholder fails to respond to this notice within 14 calendar days of receiving notice of the defect or the shareholder timely responds but does not cure the defect. Staff Legal Bulletin No. 14 (July 13, 2001).

The Company provided the Proponent with a timely and adequate written notice that clearly and fully explained the defect and the time frame for the Proponent's response (see Appendix B). The Proponent received the Company's notice on October 1, 2004 (see Appendix C), eleven calendar days after the Company received the Proponent's letter and accompanying shareholder proposal. The Company referenced Rule 14a-8(b) and also included a copy of Rule 14a-8 with the notice. The proponent's response was required to be postmarked, or transmitted electronically, no later than October 15, 2004 (14 days from the date he received the Company's notice). On October 12, 2004, the Proponent responded by e-mail, stating that he intended to obtain a correct stock ownership statement from Putnam Investments as soon as possible. On October 21, 2004, the Company received an updated stock ownership statement from Putnam Investments verifying that the Proponent held the requisite number of securities for at least one year as of the date the Proponent submitted his initial letter and proposal; the statement, however, was postmarked October 19, 2004, four days after the required time frame.

The staff of the Division of Corporation Finance (the "Staff") has clearly stated that Rule 14a-8(f) "provides that a registrant may omit a shareholder proposal from its proxy statement and form of proxy if it has notified a proponent of any procedural or eligibility deficiencies with the proposal within 14 days of receipt of the proposal and the proponent has failed to correct any such deficiencies within 14 days of receipt of the company's notification." Citigroup Inc. (publicly available January 22, 2002) (emphasis added); see, e.g., FedEx Corporation (July 1, 2004) (no enforcement action recommended when the proponent failed to supply, within 14 days of receipt of the company's request, documentary support sufficiently evidencing that he continuously held the requisite securities for the one-year period required by Rule 14a-8(b)); Morgan Stanley (December 24, 2002) (same); Eastman Kodak Company (February 7, 2001) (same).

The Proponent failed to provide, within 14 days of receiving the Company's timely and adequate notice of deficiency, documentary support that he held the requisite number of shares of the Company's common stock for at least one year as of the date he submitted his proposal. Accordingly, the Proposal may be excluded from the Company's Proxy Materials in reliance on Rule 14a-8(b) and Rule 14a-8(f)(1).

Conclusion

For the foregoing reasons, the Company respectfully requests the Staff to indicate that it will not recommend any enforcement action if the Proposal is excluded from the Company's Proxy Materials.

If the Staff has any questions with respect to the foregoing, or if for any reason the Staff does not agree that the Company may exclude the Proposal from its Proxy Materials, please contact me at (212) 474-1150.

Very truly yours,

Mark I. Greene

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, D.C. 20549

Encls.

47NS

Copy to;

Mr. Stephen A. Sawzin
43 Fulton St.
Wilmington, Ohio 45177-1606