Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 20, 2008, directors Sallie B. Bailey, Don R. McIlnay, Matthew S. Sanford and Lewis J. Schoenwetter have voluntarily resigned. Effective with these resignations, the number of directors was reduced from eleven to seven and the continuing directors are: John P. Bolduc, Ronald D. Brown, John B. Caple, Jason T. Eglit, Tiffany F. Kosch, Mark L. Segal and Larry D. Yost.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective August 18, 2008, the Bylaws of Milacron Inc. were amended to provide that the number of directors of the Company shall be such number as may be fixed from time to time by resolution of a majority of the whole Board of Directors.

A composite copy of the Company's Bylaws dated August 18, 2008 showing the amendment is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

99.1 Composite copy of the Company's Bylaws showing the amendment dated August 18, 2008.

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