<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                      THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2003      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,

                    NEW YORK,                             10018-2706
                    ---------                             ----------
    (Address of principal executive offices)              (Zip code)

0

Registrant's telephone number, including area code:  (212) 525-1349


Securities Registered Pursuant to Section 12(b) of the Act:

                                      NONE
--------------------------------------------------------------------------------
                                (Title of Class)

Securities Registered Pursuant to Section 12(g) of the Act:

                          UNITS OF BENEFICIAL INTEREST
--------------------------------------------------------------------------------
                                (Title of Class)

         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 report), and (2) has been subject to such
filing requirements for at least the past 90 days.

                                                     YES [X]   NO [ ]
         As of March 15, 2004, 277,712 Trust Units were outstanding. The
aggregate market value of the Units of Mills Music Trust held by non-affiliates
was $10,330,886.


<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE
                                     PART I

ITEM 1. BUSINESS

         Mills Music Trust (the "Trust") was created, by a Declaration of Trust
dated December 3, 1964, for the purpose of acquiring, from Mills Music, Inc.
("Old Mills"), the rights to receive payment of a deferred contingent purchase
price obligation payable to Old Mills. The purchase price obligation arose as
the result of the sale by Old Mills of its musical copyright catalogue to a
newly formed company ("New Mills") pursuant to an Asset Purchase Agreement.

         In payment for the aforementioned catalogue, New Mills agreed in the
Asset Purchase Agreement to make quarterly payments to Old Mills (the
"Contingent Portion") measured by the royalty income generated from the
catalogue and, subject to certain limitations and conditions, from any
copyrights thereafter acquired by New Mills.

         The Contingent Portion payable for each quarterly period to and
including the last quarter of 2009 is to be an amount equal to the excess, if
any, of (a) the gross royalty income from the exploitation of the purchased
copyrights during such period (whether received by New Mills, its affiliated
companies or any other party) over (b) the sum of (i) the greater of (x) 25% of
such gross royalty income or (y) the lesser of $87,500 (as adjusted for
inflation by reflecting changes in average weekly earnings of employees in the
printing, publishing and allied industries since 1964) or 30% of such gross
royalty income; and (ii) royalties required to be paid to composers, authors and
others with respect to the existing copyrights. If the Contingent Portion as so
computed is less than $167,500, then the Contingent Portion will be computed on
the basis of the gross royalty income and related expense of New Mills, its
affiliated companies and their successors and assigns during such period not
only from the exploitation of purchased copyrights, but also from any copyrights
originated or acquired by New Mills and its affiliated companies subsequent to
December 5, 1964 (with the deductions referred to in (i) and (ii) above) except
that, when computed in this manner, the Contingent Portion cannot exceed
$167,500. In addition, for any quarterly period in which the Contingent Portion
as calculated above exceeds $250,000, the percentage specified in (x) above is
increased to as high as 35% based upon gross royalties for the quarter.

         Commencing with the first quarter of the year 2010, the Contingent
Portion payable for each quarterly period is to be an amount equal to 75% of the
gross royalty income of New Mills and/or its affiliated


                                       2
<PAGE>


companies and their successors and assigns from the exploitation of the existing
copyrights for such period, less the related royalty expense.

         The Asset Acquisition Purchase Agreement provides that the obligation
to make payments will terminate on the last day of the year in which the last
purchased copyright, or a renewal thereof, expires and cannot be renewed. When
the existing copyrights begin to expire, the size of each payment through the
year 2009 will become increasingly dependent on the success in which New Mills
has in acquiring and exploiting new copyrights.

         The composition of Old Mills Catalogue is estimated to be in excess of
25,000 titles of which approximately 1,500 are at present producing royalty
income. The majority of the royalty income generated by the catalogue in recent
years, however, was produced by a relatively small number of well-known songs,
many of which have remained popular and have generated substantial royalty
income over a long period of time.

         The Declaration of Trust prohibits the Trust from engaging in any
business; the Trust's sole activity is the receipt of the periodic installments
of the purchase price and the distribution thereof (after payment of
administrative expenses of the Trust) to the owners of units of beneficial
interest in the Trust.

ITEM 2. PROPERTIES

         The administrative office of the Mills Music Trust is at HSBC Bank,
USA, Issuer Services, 452 Fifth Avenue, New York, New York 10018. No expense is
being charged or paid for the office space and office equipment that is being
utilized by the Trust.

ITEM 3. LEGAL PROCEEDINGS

         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


                                     PART II

ITEM 5.  NOT APPLICABLE

ITEM 6.  SELECTED FINANCIAL DATA

The following selected financial data for the years ended December 31, 2003
through 1999 are derived from the Trust's audited financial


                                       3
<PAGE>

statements. The data set forth below should be read in conjunction with
financial statements of the Trust and the notes thereto and management
discussions and analysis appearing elsewhere herein.

<TABLE>
<CAPTION>
                                                                          Cash                       Cash
         Year Ended                 Receipts From                   Distributions                  Distribution
         December 31,               Mills Music, Inc.               to Unit Holders                 Per Unit*
         ------------               -----------------               ---------------                 ---------
<S>          <C>                    <C>                             <C>                            <C>
             2003                       $1,200,335                    $1,034,227                     $3.72

             2002                       $  820,124                    $  997,400                     $3.59
        Pro Forma (A)                                                                                $2.59

             2001                       $  912,562                    $  535,186                     $1.93
        Pro Forma (A)                                                                                $2.93

             2000                       $1,113,887                    $1,051,583                     $3.79

             1999                       $  915,168                    $  871,523                     $3.14
</TABLE>

* Based on the 277,712 Trust Units outstanding

         (A) On December 31 2001 the Trust received an additional $335,000 of
which in January 2002, the Trust paid administrative expenses of $56,156 and the
remaining $278,844 was distributed to unit holders after complying with the
required NASDAQ distribution notification period. Pro forma distribution per
unit of $2.59 in 2002 and $2.93 in 2001 reflects the $278,844 as if it were
distributed in 2001.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE TRUST'S RECEIPTS

         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

                                       4
<PAGE>

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 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.

                                       5
<PAGE>

         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.

         During the quarter ended September 30, 2001 the Trust did not receive
any payment of the deferred contingent purchase price from EMI. 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.

         For the quarter ended December 31, 2001, EMI applied the debit balance
arising from the adjustment of the previous quarter to amounts owing for that
quarter and initially remitted approximately $60,000 to the Trust.

         After discussion between EMI and the Trust and the Trust's counsel, EMI
remitted an additional amount which brought the total for the each of the
quarters ended September 30, 2001 and December 31, 2001 to the $167,500 minimum
quarterly distributions. EMI has taken the position that the additional
distributions 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 of the adjustment
based upon the inclusion of the 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 recognition and amount of such
advances.

         The Trust's former auditors evaluated the recasting of the adjustment
to years to which it pertains 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.

         In the quarter ended September 30, 2002, the amount paid to the


                                       6
<PAGE>

Trust by EMI was net of approximately $244,000 of the balance of the adjustment
claimed by EMI. The Trust believes that the deduction should have been reduced
by approximately $120,000.

         The Trust received additional royalties from EMI on December 31, 2001
relating to the quarters ended September 30, 2001 and December 31, 2001. The
Trust made distributions based upon the additional royalties from EMI in January
2002 after complying with the NASDAQ distribution notification requirements. In
January 2002, the Trust made the distribution to unit holders of $278,844 ($1.00
per unit), as well as paying Trustee fees, printing and legal and professional
fees totaling $56,156, (of which approximately $33,000 relates to the EMI matter
previously discussed), resulting in undistributed cash of $44 at the end of
January. These transactions are reported in the Trust's 2002 fiscal year. For
federal income tax purposes, the January 2002 distribution of cash received in
2001 will be includable in the unit holder's 2001 taxable income.

ITEM 7A.  NOT APPLICABLE.


ITEM 8.  AUDITORS' REPORT AND FINANCIAL STATEMENTS

         The Auditors' reports and financial statements begin on page 8 and 9 of
this report, respectively.



                                       7
<PAGE>

CORNICK, GARBER & SANDLER, LLP
Certified Public Accountants



                         INDEPENDENT AUDITORS' REPORT


THE TRUSTEES AND UNIT OWNERS
  MILLS MUSIC TRUST


     We have audited the accompanying statement of cash receipts and
disbursements of Mills Music Trust for each of the years in the two year period
ended December 31, 2003. This financial statement is the responsibility of the
Trust's management. Our responsibility is to express an opinion on this
financial statement based on our audit.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     As described in Note 1, this financial statement was prepared on the basis
of cash receipts and disbursements, which is a comprehensive basis of accounting
other than accounting principles generally accepted in the United States of
America.

     In our opinion, the financial statement referred to above presents fairly,
in all material respects, the cash receipts and disbursements of Mills Music
Trust for each of the years in the two year period ended December 31, 2003, on
the basis of accounting described in Note 1.


                                                (CORNICK, GARBER & SANDLER, LLP)
                                                 ------------------------------
                                                  CERTIFIED PUBLIC ACCOUNTANTS


NEW YORK, NEW YORK
FEBRUARY 27, 2004





                                      -8-

630 Third Avenue New York, NY 10017-6705   212 557-3900   Fax 212 557-3936
50 Charles Lindbergh Boulevard   Uniondale, NY 11553-3600   516 542-9030
Fax 516 542-9035

<PAGE>

[BERDON LOGO]



                          INDEPENDENT AUDITORS' REPORT



To the Trustees and Unit Owners of
  Mills Music Trust


We have audited the accompanying statement of cash receipts and disbursements of
Mills Music Trust for the year ended December 31, 2001. This financial statement
is the responsibility of the Trust's management. Our responsibility is to
express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

As described in Note 1, this financial statement was prepared on the basis of
cash receipts and disbursements, which is a comprehensive basis of accounting
other than accounting principles generally accepted in the United States of
America.

In our opinion, the financial statement referred to above presents fairly, in
all material respects, the cash receipts and disbursements of Mills Music Trust
for the year ended December 31, 2001, on the basis of accounting described in
Note 1.


                                                   (BERDON LLP)
                                                   Certified Public Accountants


March 4, 2002



38424-1
                                      -9-

_______________________________________________________________________________

Berdon LLP          / Reply to:                    One Jericho Plaza
CPAs and Advisors   / 360 Madison Avenue           Jericho, NY 11753
                    / New York, NY 10017           Ph: 516.931.3100
                    / Ph: 212.832.0400             Fax: 516.931.0034
                    / Fax: 212.371.1159            www.BERDONLLP.com

IAPA International Association
     of Practicing Accountants
<PAGE>

                                MILLS MUSIC TRUST
                  STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
                          YEARS ENDED DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                         2003                 2002               2001
                                         ----                 ----               ----
<S>                                  <C>                  <C>                <C>
Receipts from EMI                    $ 1,200,335          $ 820,124          $ 912,562
Miscellaneous Receipts                        16
Undistributed Cash at Beginning
   of Year                                    50            335,044(A)              51
Disbursements -
   Administrative Expenses              (165,464)          (157,718)           (42,383)
                                     -----------          ---------          ---------
Balance Available for
   Distribution                        1,034,937            997,450            870,230
                                     -----------          ---------          ---------
Cash Distributions to Unit
   Holders                            (1,034,227)          (997,400)          (535,186)
Undistributed Cash at
   End of the year                   $       710(B)       $      50          $ 335,044(A)
                                     ===========          =========          =========
Cash Distributions Per Unit
  (based on the 277,712
   Trust Units Outstanding)          $      3.72          $    3.59          $    1.93
                                     ===========          =========          =========

Pro Forma cash distribution
   after giving effect to
   January 2002 distribution                  --          $    2.59(A)       $    2.93(A)
                                     ===========          =========          =========
</TABLE>

      (A) See Note 4(c).

            The Trust does not prepare a balance sheet or a statement of cash
flows.

            See accompanying Notes to Statement of Cash Receipts and
Disbursements.

      (B) As of December 31, 2003, HSBC Bank had not paid of itself its fourth
quarter trustee fee and expenses of $656. The fee and expenses were paid in
January 2004.

                                       10
<PAGE>
                                MILLS MUSIC TRUST
              NOTES TO STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
                       THREE YEARS ENDED DECEMBER 31,2003

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 Mills Music, Inc. ("Mills"). 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 Mills in accordance with contract terms.

      Payments from Mills 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 therefore
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

                                       11
<PAGE>
                                MILLS MUSIC TRUST
              NOTES TO STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
                       THREE YEARS ENDED DECEMBER 31,2003

NOTE 3.  RELATED PARTY TRANSACTIONS (Continued)

compensation for such services shall be paid, subject to certain limitations and
to prior confirmation by a majority in interest of Trust Certificate holders.

      Pursuant to these provisions, disbursements were made as follows for the
years ended December 31:

<TABLE>
<CAPTION>
TRUSTEES                            2003       2002        2001
<S>                               <C>         <C>         <C>
HSBC Bank USA                     $1,875      $2,500      $2,500
Bernard Fischman                     -0-         -0-       1,250
HSBC Bank USA as
registrar and transfer agent         125       4,432       4,508
</TABLE>

      As reported in Form 8-K dated October 10,2001, Bernard Fischman, one of
the originally named Trustees under the Trust, died on July 11, 2001. As a
result, HSBC is currently the sole Trustee.

NOTE 4.  ROYALTIES

      (a) During the quarter ended September 30, 2001 the Trust did not receive
any payment of the deferred contingent purchase price from EMI. 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.

            For the quarter ended December 31, 2001, EMI applied the debit
balance arising from the adjustment of the previous quarter to amounts owing for
that quarter and initially remitted approximately $60,000 to the Trust.

After discussion between EMI, the Trust and the Trust's counsel, EMI remitted an
additional amount which brought the total for each of the quarters ended
September 30, 2001 and December 31, 2001 to the $167,500 minimum quarterly
distributions. (See note 4(b)) EMI has taken the position that the additional
distributions 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 of the adjustment
based upon the inclusion of gross royalty income of Related Companies as defined
in

                                       12
<PAGE>
                                MILLS MUSIC TRUST
        NOTES TO STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS (CONTINUED)
                       THREE YEARS ENDED DECEMBER 31,2003

NOTE 4.  ROYALTIES (Continued)

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 the recasting of the
adjustment to years to which it pertains 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.

            In the quarter ended September 30, 2002, the amount paid to the
Trust by EMI was net of approximately $244,000 of the balance of the adjustment
claimed by EMI. The Trust believes that the deduction should have been reduced
by approximately $120,000.

      (b) The Trust received additional royalties from EMI on December 31, 2001
relating to the quarters ended September 30, 2001 and December 31, 2001. The
Trust made distributions based upon its receipt of the additional royalties from
EMI in January 2002, after complying with the NASDAQ distribution notification
requirements. In January 2002, the Trust made the distribution to unit holders
of $278,844 ($1.00 per unit), as well as paying Trustee fees, printing and legal
and professional fees totaling $56,156, (of which approximately $33,000 relates
to the EMI matter previously discussed), resulting in undistributed cash of $44
at the end of January. The distribution and administrative fees have been
reported in the Trust's 2002 fiscal year. For federal income tax purposes, the
January 2002 distribution of cash received in 2001 was includable in the unit
holder's 2001 taxable income.

                                       13
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

            On January 14, 2003, the Trustee received a letter of resignation of
Berdon LLP, the Trust's independent auditors.

            The reports of Berdon LLP on the Trust's financial statements for
the fiscal years ended December 31, 2000 and December 31, 2001 did not contain
an adverse opinion, disclaimer of opinion or qualification or modification as to
uncertainty, audit scope or accounting principles. During such fiscal years and
the subsequent interim periods through January 14, 2003, the Trustee had no
disagreements with Berdon LLP on any matters of accounting principles or
practices, financial statement disclosure or auditing scope or procedures. In
addition, there were no reportable events (as defined in Item 304 (a) (1) (v) of
Regulation S-K) during these periods.

            The Trustee provided Berdon LLP with a copy of this disclosure
regarding their resignation prior to filing the Trust's Interim Report on Form
8-K that reported their resignation. The Trustee requested that Berdon LLP
furnish the Trust with a letter addressed to the Securities and Exchange
Commission stating whether Berdon LLP agreed with such disclosures and, if not,
stating the respects in which it did not agree. Berdon LLP's letter, dated
January 22, 2003, confirming its agreement with such statements is attached as
Exhibit 16.1 and is incorporated in this Report by reference.

            The Trustee engaged Cornick, Garber & Sandler, LLP on January 24,
2003 to act as the Trust's independent auditors as successor to Berdon LLP.
During the Trust's 2002 and 2001 fiscal years and the subsequent interim period
through January 24, 2003, the Trust did not consult with Cornick, Garber &
Sandler, LLP regarding (i) either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Trust's financial statements, or (ii) any
matter that was either the subject of disagreement on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures or a reportable event (as defined in Item 304 (a) (1) (v) of
Regulation S-K).

Item 9A   CONTROLS AND PROCEDURES

      (a) Evaluation of Disclosure Controls and Procedures

            As of the end of the fiscal year covered by this Annual Report on
Form 10-K, 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)

                                       14
<PAGE>
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 Annual Report on Form 10-K that have materially affected, or are reasonably
likely to materially affect, the Trust's control over financial reporting.

                                    PART III

ITEM 10.  DIRECTORS OF THE REGISTRANT

      HSBC Bank USA is the Corporate Trustee of the Registrant. The Trustees
serve until their removal, resignation, incapacity, or in the case of individual
Trustees, their death. Bernard D. Fischman, the individual Trustee, died July
11, 2001 and has not been replaced.

      HSBC Bank USA or its predecessor Marine Midland Bank, has been the
corporate trustee since February, 1965 and is a national banking association
organized under the laws of the Unites States.

      The Trust has not adopted a code of ethics (as defined in Item 406 of
Regulation S-K under the Securities Exchange Act of 1934) governing its
principal executive officer and principal financial officer as the Trust is
managed by the Corporate Trustee and thus relies on the employees of the
Corporate Trustee to abide by the codes of ethics established by the Corporate
Trustee or its affiliates.

ITEM 11. EXECUTIVE COMPENSATION (See Item 13)


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      (a) Security Ownership of Certain Beneficial Owners

      To the best knowledge of the Trustees, the only persons who beneficially
own more than 5% of the Trust Units are as follows:

                                       15
<PAGE>
<TABLE>
<CAPTION>
                                                                   PERCENT
NAME AND ADDRESS OF                 NUMBER OF                      OF UNITS
BENEFICIAL OWNER                    UNITS OWNED                    OUTSTANDING
<S>                                 <C>                            <C>
MPL Communications, Ltd.
39 West 54th Street
New York, New York 10019            79,609 Units                    28.67%

Cede & Co.
Fast Cod Balance
P.O. Box 20
Bowling Green Station
New York, New York 10004           155,487 Units                     55.99%
</TABLE>

      (b) Security Ownership of Management

The present Trustee has no beneficial ownership in the Trust.

      (c) Changes in Control

      The Trustees know of no contractual arrangements which may result in a
change in control of the Trust at a subsequent date.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      (a) Remunerations of Directors and Officers

      The Declaration of Trust provides that each trustee shall receive annual
compensation of $2,500 per year for his 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 his 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 also receives
reimbursement for such services (including services performed as Registrar and
Transfer Agent of the Certificates representing Units). The Declaration of Trust
further 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. During 2003, pursuant to these
provisions, HSBC Bank USA received $1,875 as their trustee fee; an additional
$625 was paid in January 2004.

                                       16
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

            Aggregate fees paid to Cornick, Garber & Sandler, LLP for
professional services rendered for the audit of the Trust's statement of cash
receipts and disbursements for the years ended December 31, 2003 and 2002
included in this Annual Report and the review of interim financial statements
included in quarterly reports on Form 10-Q and the review and audit of the
application of new accounting pronouncements and SEC releases were $16,400 in
total over the past two fiscal years.

      Audit-Related Fees

            Cornick, Garber & Sandler, LLP did not render any assurance and
related services related to the performance of the audit or review of the
Trust's statements of cash receipts and disbursements during the past two fiscal
years.

Tax Fees

            Cornick, Garber & Sandler, LLP did not render any tax compliance,
tax advice or tax planning services to the Trust during its past two fiscal
years.

All Other Fees

            Cornick, Garber & Sandler, LLP has not rendered any other services
to the Trust, other than the services described above, during the Trust's past
two fiscal years.

            The Trust is not a corporate entity and thus does not have a n Audit
Committee. The Trustee has established a pre-approval policy with regard to
audit, audit-related and certain non-audit engagements by the Trust of its
independent auditors. Under this policy, the Trustee annually pre-approves
certain limited, specified recurring services which may be provided by the
Trust's independent auditors, subject to maximum dollar limitations. All other
engagements for services to be performed by the Trust's independent auditors
must be separately pre-approved by the Trustee.

                                       17
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
      1. FINANCIAL STATEMENTS                                   PAGE
<S>                                                            <C>
Independent Auditors' Reports                                    8-9

Statement of cash receipts and disbursements -
  years ended December 31, 2003, 2002 and 2001                    10

Notes to statement of cash receipts and disbursements          11-13

     2.   FINANCIAL STATEMENT SCHEDULES                         None
</TABLE>

     3.   EXHIBITS

            16.l(1) Letter, dated January 14, 2003 from Berdon LLP to the
                  Securities and Exchange Commission

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

            31.2  Certification of trust officer for 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)**

            (1) Incorporated by reference to the Trust's Current Report on Form
8-K dated January 14, 2003, filed with the Commission on January 22, 2003 (File
No. 2-22997).

      ** 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.

                                       18
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

March 30, 2004                             Mills Music Trust
                                    ------------------------------
                                             (Registrant)



                                    By: /s/ Marcia Markowksi
                                        --------------------------
                                          HSBC Bank USA
                                          Corporate Trustee

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