<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, 2002                    Omission 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)


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 February 28, 2003, 277,712 Trust Units were outstanding. The
aggregate market value of the Units of Mills Music Trust held by non-affiliates
was $7,359,368.


<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

                                      -2-
<PAGE>

amount equal to 75% of the gross royalty income of New Mills and/or its
affiliated 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 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.


                                      -3-
<PAGE>


                                     PART II

ITEM  5. NOT APPLICABLE

ITEM  6. SELECTED FINANCIAL DATA

The following selected financial data for the years ended December 31, 2002
through 1998 are derived from the Trust's audited financial 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>
        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
        1998                     $1,035,853                $  999,705               $3.60
</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 in January 2002, after
complying with the required NASDAQ distribution notification period. Pro forma
distribution per unit of $2.59 in 2002 and $2.93 reflects the $278,844 as if it
were distributed in 2001.

                                      -4-
<PAGE>

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 $949,000 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

                                      -5-
<PAGE>

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.

      In 2002, the trustees were able to obtain a listing of the top 50 songs in
the subject copyrighted songs of EMI (the current owner and administrative
entity for the copyright materials) with the original copyright dates listed.
The copyright dates range from 1922 to 1962. This song listing indicates that
only one copyright 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.

                                      -6-
<PAGE>

      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.

      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.

      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.

      In March 2003, the Trust notified EMI of errors they made in computing the
contingent payment to the Trust in two quarters over the past three years. The
amount being claimed by the Trust as owing in connection with these errors
aggregates approximately $60,000. The Trust has not yet received an answer from
EMI concerning the computation of these amounts.

                                      -7-
<PAGE>

ITEM  8. AUDITORS' REPORT AND FINANCIAL STATEMENTS

      The Auditors' reports and financial statements begin on page 9 and 10 of
this report, respectively.

                                      -8-
<PAGE>
[CORNICK,GARBER, & SANDLER, LLP LETTERHEAD]


                          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 the year ended December 31, 2002. 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, 2002, on the basis of accounting described
in Note 1.

                                                /s/ Cornick,Garber & Sandler,LLP
                                                --------------------------------
                                                Certified Public Accountants

New York, New York
March 17, 2003


<PAGE>
                              [Berdon Letterhead]


                          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 each of the years in the two-year period 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 each of the years in the two-year period ended December 31, 2001, on the
basis of accounting described in Note 1.


                                                 /s/ Berdon LLP
                                                 Certified Public Accountants

March 4, 2002

<PAGE>





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

<TABLE>
<CAPTION>
                                              2002             2001              2000
                                            --------         --------         ----------
<S>                                         <C>              <C>              <C>
Receipts from Mills Music, Inc.             $820,124         $912,562         $1,113,887
Undistributed Cash at Beginning              335,044(A)            51                 31
   of Year

Disbursements -
   Administrative Expenses                  (157,718)         (42,383)           (62,284)
                                            ---------         --------         ----------
Balance Available for                        997,450          870,230          1,051,634
   Distribution

Cash Distributions to Unit                  (997,400)        (535,186)        (1,051,583)
   Holders                                  ---------         -------          ----------


Undistributed Cash at
   End of the year                          $     50         $335,044(A)      $       51
                                            --------         --------         ----------
Cash Distributions Per Unit
   based on the 277,712
   Trust Units Outstanding)                 $   3.59         $   1.93         $     3.79
                                            ========         ========         ==========
Pro Forma cash distribution
   after  giving effect to January          $   2.59(A)      $   2.93(A)
   2002 distribution                        ========         ========
</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.


                                      -11-
<PAGE>



                                MILLS MUSIC TRUST
              NOTES TO STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
                       THREE YEARS ENDED DECEMBER 31,2002


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 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).



                                      -12-
<PAGE>



                                MILLS MUSIC TRUST
              NOTE TO STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
                       THREE YEARS ENDED DECEMBER 31, 2002

NOTE  3. RELATED PARTY TRANSACTIONS (Continued)

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.

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

<TABLE>
<CAPTION>
TRUSTEES                                      2002      2001       2000
<S>                                          <C>       <C>        <C>
HSBC Bank USA                                $2,500    $2,500     $2,500
Bernard Fischman                                -0-     1,250      2,500

HSBC Bank USA as
registrar and transfer agent                  4,432     4,508     10,116
</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) The original (1964) Asset Purchase Agreement assumed by the Trust's
collecting/paying entity ("EMI") provides for a revised royalty calculation when
the remittance to the Trust is less than $167,500 in any quarter. This occurred
in the quarter ended December 31, 1999, for which the remittance was $155,717.
EMI did not calculate that quarter's payment using the revised royalty
calculation. In the quarter ended June 30, 2001 EMI remitted the difference
between the $167,500 and the $155,717 previously remitted.

      (b) EMI made a computational error in its remittance for the fourth
quarter of 1999, resulting in a $19,000 overpayment.

      EMI deducted this amount from its remittance for the second quarter of
2000. Even though it was required to do so, EMI did not utilize the revised
royalty calculation and, therefore, was not entitled to deduct this amount. In
the quarter ended June 30, 2001 EMI reimbursed the Trust for the amount
deducted.



                                      -13-
<PAGE>



                                MILLS MUSIC TRUST
        NOTES TO STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS (CONTINUED)
                       THREE YEARS ENDED DECEMBER 31,2002

NOTE  4. ROYALTIES (Continued)

      (c) 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. (See note 4(d)) 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 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.

      (d) 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 royalties based upon its receipt of the additional royalties from EMI
in January, 2002, after complying with the

                                      -14-
<PAGE>

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.

      (e) In 2000, the Trustees requested Berdon LLP the Trust's former
independent auditors, to undertake a limited-scope royalty engagement to
evaluate certain of the record keeping and reporting processes of EMI, the
current owner and administrative entity for the copyrighted materials, subject
to the Trust agreement. This limited scope engagement did not indicate any
differences from reported amounts.

      (f) In March 2003, the Trust notified EMI of errors they made in computing
the contingent payment to the Trust in two quarters over the past three years.
The amount being claimed by the Trust as owing in connection with these errors
aggregates approximately $60,000. The Trust has not yet received an answer from
EMI concerning the computation of these amounts.

                                      -15-
<PAGE>

ITEM  9. NOT APPLICABLE


                                    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.

      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.

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:

<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                    157,957 Units                56.88%
</TABLE>


      (b) Security Ownership of Management

      The present Trustees have beneficial ownership in the Trust as follows:


                                      -16-
<PAGE>

                         NATURE OF         PERCENTAGE
                         BENEFICIAL        OF UNITS
   TRUSTEE               OWNERSHIP         OUTSTANDING

HSBC Bank USA              None             None


      (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 2002, pursuant to these
provisions, HSBC Bank USA received $2,500.



                                      -17-
<PAGE>

                                     PART IV

ITEM  14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K

         1.   FINANCIAL STATEMENTS                                 PAGE

Independent Auditors' Reports                                      9-10

Statement of cash receipts and disbursements -
  years ended December 31, 2002, 2001 and 2000                       11

Notes to statement of cash receipts and disbursements             12-15

        2.   FINANCIAL STATEMENT SCHEDULES                         None

        3.   EXHIBITS                                              None


                                      -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.

                                                      Mills Music Trust
                                                --------------------------------
                                                         (Registrant)



                                             By:         HSBC Bank USA
                                                --------------------------------
                                                         HSBC Bank USA
                                                       Corporate Trustee

Dated as of March 27, 2003

I, Joel Faden, certify that:

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

2. Based on my knowledge, this annual 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 annual 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 annual 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-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those

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<PAGE>

entities, particularly during the period in which this annual report is being
prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, 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 in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and b) any fraud, whether
or not material, that involves management or other employees who have a
significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: MARCH 27,2003                     JOEL FADEN
     ------------------                 ----------------------------------------


                              Joel Faden, Joel Faden & Company, Inc.
                              Chief Financial Individual providing
                              accounting services



I, Marcia Markowski, certify that:


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

2. Based on my knowledge, this annual 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 annual 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 annual 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-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures 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 annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, 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 in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

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<PAGE>

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: MARCH 27,2003
     -------------------------------
                                         MARCIA MARKOWSKI
                                         ---------------------------------------
                                         Marcia Markowski
                                         Trust officer of The Corporate
                                         Trustee


* 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. Accordingly, the Trust has no statements of
financial condition or cash flows.


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