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                                                                    EXHIBIT 31.1

I, Joel Faden, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mills Music Trust;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;*

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

      a) designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our supervision,
      to ensure that material information relating to the registrant, including
      its consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly report is
      being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures and presented in this quarterly report our conclusions about
      the effectiveness of the disclosure controls and procedures, as of the end
      of the period covered by this report based on such evaluation; and

      c) disclosed in this quarterly report any change in the registrant's
      internal control over financial reporting that occurred during the
      registrant's most recent fiscal quarter that has materially affected, or
      is reasonably likely to materially affect, the registrant's internal
      control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

      a)    all significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and
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      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.


Date: August 4, 2004                     /s/ Joel Faden
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                                         Joel Faden, Joel Faden & Company, Inc.
                                         Chief Financial Individual
                                         Providing accounting services

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*     The statements of cash receipts and disbursements reflect only cash
      transactions and do not include transactions that would be recorded in
      financial statements presented on the accrual basis of accounting. The
      Trust is required to distribute all funds received after payment of
      expenses. Accordingly, the Trust has not prepared any statements of
      financial condition or cash flows.