<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 SEPTEMBER 30, 2004         COMMISSION FILE NUMBER: 2-22997

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

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

C/O HSBC BANK USA NATIONAL ASSOCIATION, CORPORATE TRUST
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452 FIFTH AVENUE, NEW YORK, NY                             10018-2708
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(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[ ]

INDICATE BY CHECK-MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER.

                                  YES [ ] NO[X]

NUMBER OF TRUST UNITS OUTSTANDING AS OF SEPTEMBER 30, 2004  277,712

<PAGE>

                          PART I - FINANCIAL STATEMENTS

Item 1. Financial Information

                                MILLS MUSIC TRUST
                  STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
          THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                               Three Months Ended          Nine Months Ended
                                  September 30               September 30
                                  ------------               ------------
                               2004         2003          2004           2003
                               ----         ----          ----           ----
<S>                          <C>          <C>          <C>            <C>
Receipts:
From EMI                     $ 481,610    $ 421,478    $ 1,024,399    $ 1,020,865

Miscellaneous                        -           16              -             16

Undistributed cash at
beginning of the
period                              36           50            710             50

Disbursements-
administrative
expenses                       (18,432)     (39,262)       (68,790)      (133,269)
                             ---------    ---------    -----------    -----------
Balance available for
distribution                   463,214      382,282        956,319        887,662

Cash distribution to
unit holders                   463,167      382,215        956,272        887,595
                             ---------    ---------    -----------    -----------
Undistributed cash at
end of the period            $      47    $      67    $        47    $        67
                             =========    =========    ===========    ===========
Cash distribution per
unit (based on
277,712 units
outstanding)                 $    1.67    $    1.38    $      3.97    $      3.20
                             =========    =========    ===========    ===========
</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 AND NINE MONTHS ENDED SEPTEMBER 30, 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 National
Association, 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (CONTINUED)

                                   (UNAUDITED)

Pursuant to these provisions, disbursements to related parties were made as
follows for the three months and nine months ended September 30, 2004 and 2003.

<TABLE>
<CAPTION>
                               Three Months Ended         Nine Months Ended
                                  September 30               September 30
                                  ------------               ------------
                               2004         2003         2004        2003
                               ----         ----         ----        ----
<S>                         <C>          <C>          <C>          <C>
HSBC Bank USA
National Association:
     Trustee Fees           $      625   $      625   $    1,875*  $    1,875

     Transfer agent
       and registrar fees   $    9,375            -   $    9,375            -

     Administrative fee     $       31   $       31   $       31   $      125
</TABLE>

* Includes $625 relating to fourth quarter 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 then 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.

<PAGE>

                                MILLS MUSIC TRUST
              NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
          THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (CONTINUED)

                                   (UNAUDITED)

            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
succession 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 distinguish between composers and lyricists. However, if
the composer and lyricist are

<PAGE>

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 then 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 period covered by this Quarterly Report, the
Truscarried 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

<TABLE>
<CAPTION>
EXHIBIT NO.                    DESCRIPTION
-----------                    -----------
<S>           <C>
  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)*
</TABLE>

* 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: November 9, 2004              By: Marcia Markowski
     ---------------------              -------------------------
                                        HSBC Bank USA
                                        National Association
                                        Corporate Trustee