<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


      FOR THE QUARTER ENDED MARCH 31, 2004 COMMISSION FILE NUMBER: 2-22997

                                MILLS MUSIC TRUST
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              NEW YORK                                         13-6183792
------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)


C/O HSBC BANK USA, ISSUER SERVICES, 452 FIFTH AVENUE, NEW YORK, NY 10018-2706
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                           (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE         (212) 525-1349
                                                           --------------------


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.

                             YES   X        NO

NUMBER OF TRUST UNITS OUTSTANDING AS OF MARCH 31, 2004    277,712
<PAGE>
                          PART I - FINANCIAL STATEMENTS

Item 1. Financial Information

                                MILLS MUSIC TRUST
                  STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                         Three Months Ended
                                              March 31
                                      ------------------------
                                        2004           2003
                                      ---------      ---------
<S>                                   <C>            <C>
Receipts from
EMI                                   $ 370,159      $ 392,844
Undistributed cash at beginning
of the period                               710             50

Disbursements- administrative
expenses                                (12,909)       (58,756)
                                      ---------      ---------
Balance available for
distribution                            357,960        334,138
Cash distribution to unit holders       357,915        334,088
                                      ---------      ---------
Undistributed cash at end of the
period                                $      45      $      50
                                      =========      =========
Cash distribution per unit (based
on 277,712 units outstanding)         $    1.29      $    1.20
                                      =========      =========
</TABLE>



See accompanying Notes to Statements of Cash Receipts and Disbursements.



<PAGE>






                                MILLS MUSIC TRUST
             NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

                                   (UNAUDITED)

NOTE 1. ACCOUNTING POLICIES AND GENERAL INFORMATION

      Mills Music Trust (the "Trust") was created in 1964 for the purpose of
acquiring the rights to receive payment of a deferred contingent purchase price
contract obligation payable by EMI (the current owner and administrative entity
for the copyright materials). The contingent payments are determined quarterly
and are based on a formula which takes into account gross royalty income paid to
composers, authors and others, and less amounts deducted by EMI in accordance
with contract terms.

      Payments from EMI to the Trust are due in March, June, September and
December and include net royalty income received during the preceding calendar
quarter. The payments received are accounted for on a cash basis, as are
expenses. The Declaration of Trust requires the distribution of all funds
received by the Trust to the unit holders after payment of expenses.

      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, as contemplated by
accounting principles generally accepted in the United States of America.

NOTE 2. FEDERAL INCOME TAXES

      No provision for income taxes has been made since the liability therefor
is that of the unit holders and not the Trust.

NOTE 3. RELATED PARTY TRANSACTIONS

      The Declaration of Trust provides that each trustee shall receive annual
compensation of $2,500 per year for services as trustee, provided that such
aggregate compensation to the trustees as a group may not exceed 3% of the
monies received by the Trust in any year, and reimbursement for expenses
reasonably incurred in the performance of their duties. The Declaration of Trust
further provides for reimbursement to the corporate trustee for its clerical and
administrative services to the Trust. Accordingly, HSBC Bank USA, the corporate
trustee, also receives reimbursement for such services (including services
performed as Registrar and Transfer Agent of the Certificates representing
Units).

      The Declaration of Trust also provides, that if in the future any trustee
performs unusual or extraordinary services, reasonable compensation for such
services shall be paid, subject to certain limitations and to prior confirmation
by a majority in interest of Trust Certificate holders.
<PAGE>
                                MILLS MUSIC TRUST
             NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (CONTINUED)

                                   (UNAUDITED)

NOTE 3. RELATED PARTY TRANSACTIONS (Continued)

      Pursuant to these provisions, disbursements were made as follows for the
three months ended March 31, 2004 and 2003:

<TABLE>
<CAPTION>
                                     2004     2003
                                     ----     ----
<S>                                 <C>        <C>
Trustee Fees:
HSBC Bank USA                       $1,250*    $625

HSBC Bank USA

   Transfer agent and registrar        -0-     $ 63
</TABLE>


*     includes $625 relating to fourth quarter of 2003

NOTE 4. ROYALTIES

      (a) In 2001 EMI charged the Trust with an adjustment for certain costs
relating to copyright renewals incurred over several years and a retroactive
adjustment relating to a recent court decision, which negatively affected all
holders of U.S. copyrights.

            That adjustment resulted in no amounts owing for two quarters in
2001. However, EMI remitted $167,500 for each of those quarters as the minimum
quarterly distributions.

            EMI has taken the position that the additional distributions to make
up the $167,500 minimums would be considered advances against the future
contingent portion of earnings and the unrecouped copyright renewals. The Trust
has taken the position that such minimum distributions are due regardless based
upon the inclusion of gross royalty income of Related Companies as defined in
the relevant agreement. If EMI's position is correct, then future income of the
Trust will be impacted by the amount of such advances.

            The Trust's former auditors evaluated a recasting of the adjustment
to years to which it pertained and the Trust submitted a letter to EMI, which
recasts the amount of future contingent royalty payment reductions from $275,000
claimed by EMI to $155,000. The revision does not include the unresolved
contract issue of advance (EMI's position) versus entitlement (the Trust's
position). The Trust has yet to receive a response from EMI despite repeated
requests.
<PAGE>
                          PART I - FINANCIAL STATEMENTS

Item 2.  Management's Discussion and Analysis of Results of Operations


      The Trust's receipts are derived principally from copyrights established
prior to 1964 and such receipts fluctuate based upon public interest in the
"nostalgia" appeal of older copyrighted songs.

      The Trust's contingent fee income over the last three years has averaged
approximately $978,000 per year. In addition to the above, there are a number of
factors which create uncertainties with respect to the ability of the Trust to
continue to generate that level of income on a continuing, long-term basis.
Those factors include the effect that foreign and domestic copyright laws and
any changes therein have or will have on both licensing fees and renewal rights
ultimately, copyright expirations under such laws and the effect of electronic
copying of materials without permission.

      In 1976, the copyright law was changed for works that were within renewal
terms between December 31, 1976 and December 31, 1978 to add an extension of 19
years to the 28-year renewal term. The original copyright term is 28 years. That
amendment made the copyright term 75 years. The Copyright Act of 1976 provided
for a single term of life plus 70 years after author's death (with some
variations in different circumstances) for works created after January 1, 1978.
The 1976 act provided that the writer and his heirs could terminate a transfer
or license of the renewal copyright that was executed before 1978, so long as
the termination was effected in a five-year period following the end of the
initial 56-year period.

      The copyright laws were modified by the Sonny Bono 1998 Copyright Term
Extension Act (the "Act"), which generally provided an additional 20 years of
copyright protection. For works created by identified natural persons the term
now lasts from creation until 70 years after the author's death. For anonymous
works, pseudonymous works, and works made for hire, the term is 95 years from
publication or 120 years from creation whichever expires first. For works
published before 1978 with existing copyrights as of the effective date of the
Act, the Act extends the term to 95 years from publication. In January 2003, the
U.S. Supreme Court upheld the constitutionality of the Act in the Eldred v.
Ashcroft decision, which affirmed a 2001 decision of the U.S. Court of Appeals
for the District of Columbia Circuit.

      The copyright laws provide that renewals vest in any person who is
entitled under the rules of statutory succession to the renewal and extension of
the copyright at the time the application to renew is made. If no renewal is
made, renewals vest in any person entitled under the rules of statutory
extension as of the last day of the original term of copyright to the renewal
and extension of copyright. The writer (and not the publisher to whom the
copyright was originally assigned) owns the renewal right. The laws name
specified classes of persons (the writer's wife, his children, etc.) who will
succeed to the renewal right if the writer dies before the end of the original
term. The Act does not
<PAGE>
distinguish between composers and lyricists. However, if the composer and
lyricist are not the same, each owns a portion of the renewal rights. The
composer and the lyricist may, assign their respective interests in the renewal
rights to a publisher at the time of the assignment of the original copyright
term. Such an assignment of the renewal term is effective, however, only if the
assignor survives the original term. If he does not, his heirs will succeed to
his share of the renewal rights; and, in such event, these heirs are not
obligated by the assignment of the rights to the publisher to whom the original
assignment was made unless they joined in the assignment. In addition, the 1998
Copyright Extension Act allows writers (or their heirs) to elect, after either a
35 or 40 year period as specified in the statute, to terminate a transfer of
license or renewal within five years of the expiration.

      A listing of the top 50 money earning songs of the subject copyrighted
songs of EMI (the current owner and administrative entity for the copyright
materials) with the original copyright dates shown, indicates that the copyright
dates range from 1922 to 1962. This song listing indicates that no copyrights of
the top 50 songs will reach the 95 year expiration within the next five years.
The listing does not provide an indication of the percentage of income earned by
each copyright to total income.

      The Trust cannot determine EMI's ability to secure renewals of the
copyrighted material; however, under the trust agreement, EMI must use its best
efforts to do so.

      In 2001 EMI charged the Trust with an adjustment for certain costs
relating to copyright renewals incurred over several years and a retroactive
adjustment relating to a recent court decision, which negatively affected all
holders of U.S. copyrights.

      That adjustment resulted in no amounts owing for two quarters in 2001.
However, EMI remitted $167,500 for each of those quarters as the minimum
quarterly distributions.

      EMI has taken the position that the additional distributions to make up
the $167,500 minimums would be considered advances against the future contingent
portion of earnings and the unrecouped copyright renewals. The Trust has taken
the position that such minimum distributions are due regardless based upon the
inclusion of gross royalty income of Related Companies as defined in the
relevant agreement. If EMI's position is correct, then future income of the
Trust will be impacted by the amount of such advances.

      The Trust's former auditors evaluated a recasting of the adjustment to
years to which it pertained and the Trust submitted a letter to EMI, which
recasts the amount of future contingent royalty payment reductions from $275,000
claimed by EMI to $155,000. The revision does not include the unresolved
contract issue of advance (EMI's position) versus entitlement (the Trust's
position). The Trust has yet to receive a response from EMI despite repeated
requests.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

         Not applicable.
<PAGE>
Item 4.  Controls and Procedures

      (a)   Evaluation of Disclosure Controls and Procedures

            As of the end of the fiscal year covered by this Quarterly Report,
            the Trust carried out an evaluation of the effectiveness of the
            design and operation of the Trust's "disclosure controls and
            procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the
            Securities and Exchange Act of 1934) under the supervision and with
            the participation of the Trust's management, including the chief
            financial individual providing accounting services and the trust
            officer of the corporate trustee. Based on that evaluation, the
            chief financial individual providing accounting services and the
            trust officer of the corporate trustee concluded that the Trust's
            disclosure controls and procedures are effective.

      (b)   Changes in Internal Controls

            There have not been any changes in the Trust's internal control over
            financial reporting (as such term is defined in Rules 13a-15(f) and
            15d-15(f) under the Securities Exchange Act of 1934) during the
            fiscal period covered by this Quarterly that have materially
            affected, or are reasonably likely to materially affect, the Trust's
            control over financial reporting.
<PAGE>
                           PART II - OTHER INFORMATION


Items 1 through 5, inclusive, are not applicable.

Item 6   Exhibits and Reports on Form 8-K

      (a)   Documents Filed As Part of This Report

        EXHIBIT NO.                  DESCRIPTION
        -----------                  -----------

         31.1           Certification of the chief financial individual
                        providing accounting services (filed herewith)

         31.2           Certification of the trust officer of the corporate
                        trustee (filed herewith)

         32.1           Certification of Chief financial individual providing
                        accounting services pursuant to 18 U.S.C.Section 1350
                        (furnished herewith)*

         32.2           Certification of trust officer for the corporate trustee
                        pursuant to 18 U.S.C.Section 1350 (furnished herewith)*

            * The information furnished in Exhibits 32.1 and 32.2 shall not be
            deemed "filed" for purposes of Section 18 of the Securities Exchange
            Act of 1934, as amended (the "Exchange Act"), or otherwise subject
            to the liabilities of that section, nor shall it be deemed
            incorporated by reference in any filing under the Securities Act of
            1933, as amended, or the Exchange Act, regardless of any general
            incorporation language in such filing.

      (b)   Reports on Form 8-K

            None
<PAGE>
                                   SIGNATURES

         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, there unto duly authorized.

                                                           MILLS MUSIC TRUST
                                                          -----------------
                                                             (Registrant)

Date: May 12, 2004                                 By:
      --------------------------------------         ---------------------------
                                                         HSBC Bank USA
                                                         Corporate Trustee