SecProbe.io

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                              [SALANS LETTERHEAD]

                                                              September 7, 2005

VIA EDGAR
---------

Securities and Exchange Commission
Office of Chief Accountant, Division of Corporation Finance
450 Fifth Street, NW
Washington, DC 20549
STOP 5546
Attention:  Ms. Leslie Overton
            Ms. Stephanie Hunsacher

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

Ladies and Gentlemen:

                  On behalf of Mills Music Trust, (the "Trust"), we hereby
request an accommodation permitting the Trust to continue to file its financial
statements on a comprehensive basis of accounting other than GAAP. This request
follows the Staff's letter of July 13, 2005, containing a comment on the
above-referenced filing to the effect 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.

                  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

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Securities and Exchange Commission
Page 2                                                        September 7, 2005

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 the Staff's 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
Commission, 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.

                  We discussed this issue with Ms. Davis and Mr. Stertzel, the
authors of the Staff letter referred to above, who advised us that they did not
have the authority to grant the accommodation requested, but that your office
would have such authority.

                  For the reasons set forth above, we respectfully request that
the Trust be granted an accommodation that would permit it 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.

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Securities and Exchange Commission
Page 3                                                        September 7, 2005

                  Closing Comments
                  ----------------

                  As requested in the Staff's letter of July 13, 2005, we
acknowledge on behalf of the Trust that

                  1. the Trust is responsible for the adequacy and accuracy
                     of the disclosure in the filing;
                  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 between your office and members of our accounting
team. Please call me at (212) 632-5554 or send me an email at
acarroll@salans.com with times that would be convenient for you, so that I can
arrange such a call.

                                                      Sincerely,

                                                      /s/ Anthony J. Carroll

                                                      Anthony J. Carroll

cc:      Mr. Kevin Stertzel, Division of Corporate Finance
         Ms. Jill S. Davis, Branch Chief

AJC/am
Enclosure

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