SecProbe.io

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(SALANS LETTERHEAD)

                                          August 16, 2005

VIA EDGAR

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, NW
STOP 7010
Washington DC, 20549
Attention:  Mr. Kevin Stertzel, Division of Corporate Finance and
            Ms. Jill S. Davis, Branch Chief

                  Re:   Mills Music Trust-Form 10-K/A For
                        Year ended December 31, 2004
                        Filed April 13, 2005
                        File # 0-02123

Ladies and Gentlemen:

            Reference is made to the Staff's letter of July 13, 2005, containing
a comment on the above-referenced filing of Mills Music Trust (the "Trust").
This letter responds to the Staff's comment on behalf of the Trust. As a
preliminary matter, we apologize for the delay in responding to the Staff's
letter, which is attributable to the summer schedules of the relatively small
number of individuals who deal with the Trust's matters.

            FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

            The Staff's comment states that the Trust's audited financial
statements provided to the commission have not been prepared in accordance with
GAAP.

            The Trust is an entity whose sole purpose is to receive and
distribute to the holders of Trust Units contingent deferred payments under an
Asset Purchase Agreement dated December 4, 1964 (the "Asset Purchase
Agreement"), relating to the sale of a musical copyright catalogue. The payments
are contingent upon the royalty income received by the purchaser (or its
successor) from the catalogue and are payable according to a formula (in fact,
several alternative formulas) set forth in the Asset Purchase Agreement. The
payments are not determinable in advance, and therefore, not accruable until
reported by the Purchaser. Accordingly, they are reported on a cash basis, in
accordance with GAAP.
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            Pursuant to the Declaration of Trust of the Trust, contingent
payments under the Asset Purchase Agreement are received quarterly and
immediately distributed to the Trust's unit holders, net of administrative
expenses. We believe, therefore, that the Trust's results are most appropriately
presented on a the basis consistently used since 1965, because a full set of
financial statements, while meeting the form of Regulation S-X Rule 3-01, would
report results of operations substantially identical to the results of the
Trust's operations reflected in the Trust's current statements and would present
cash flows on a nearly identical basis, with any balance sheet presenting an
entity with no or negligible assets, no liabilities and no or negligible equity.
The result would be a more elaborate presentation with no advantage over the
current presentation. Such presentation would, we believe, also result in some
additional expense for preparation and review by our independent accountants,
reducing the net amounts payable to Unit holders without any improvement in the
disclosure to them.

            In response to your request, we reviewed our files for Commission,
Staff or other comments relating to the Trust's financial statement
presentation. The current presentation is similar to that in the Trust's
Registration Statement on Form S-1, Registration No. 2-2297, originally filed
with the Commission on December 7, 1964, and declared effective on January 12,
1965, which presented only a statement of cash receipts and disbursements for
the Trust. Since the Staff did not specifically comment on that presentation in
its comment letter dated December 29, 1964, but did comment on other aspects of
the financial statement and on the specific pages on which the cash-basis
presentation appeared, we can only assume that the Staff's failure to comment on
that presentation means that they found it appropriate and accepted it. Attached
hereto are photocopies of the financial statements from the original filing and
those from Amendment No. 1 thereto that was declared effective by the SEC, as
well as a copy of the Staff's comment letter dated December 29, 1964 with
respect to the initial filing.

            All periodic reports by the Trust subsequent thereto, for some 40
years, have reported the Trust's operations on the same basis. Over that period
at least four different audit firms, including two "Big Four" firms, have
prepared audit reports on that basis.

            For the reasons set forth above, we respectfully request that the
Trust be permitted to continue to use its historical presentation, which we
believe is clearer and less confusing than a standard GAAP presentation which is
designed and suited for operating entities very different from the Trust. We
note that Rule 4-01(1) of Regulation S-X allows the Commission, at its
discretion, to accept such statements, as it has in the past.

            CLOSING COMMENTS

            As requested in the Staff's letter, we acknowledge on behalf of the
Trust that

            1.    the Trust is responsible for the adequacy and accuracy of the
                  disclosure in the filing;
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            2.    Staff comments or charges to disclosure in response to Staff
                  comments do not foreclose the Commission from taking any
                  action with respect to the filing; and

            3.    the Trust may not assert Staff comments as a defense in any
                  proceeding initiated by the Commission or any person under the
                  federal securities laws of the United States.

            We would appreciate the opportunity to discuss the foregoing in a
telephone conference with the Staff, currently scheduled for 3:00 p.m. on
Thursday, August 18. Please call me at (212) 632-5554 if there is to be any
change in that schedule.

                                          Sincerely,

                                          /s/ Anthony J. Carroll

AJC/am                                    Anthony J. Carroll
Enclosure
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