-5546


           September 12, 2005



Mr. Anthony J. Carroll
Salans
Rockefeller Center
620 Fifth Avenue
New York, NY  10020-2457

	Re:	Mills Music Trust (the "Trust")
		File No.:   0-02123

Dear Mr. Carroll,

      In your letter dated September 7, 2005, you request that the
Trust be permitted to continue to file financial statements on a
comprehensive basis of accounting other than GAAP.  You state that
the Trust`s 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 relating to the sale of a musical
copyright catalogue.  You state that the payments are not
determinable in advance and therefore not accruable until reported
by
the purchaser.  The Trust therefore believes that the most
appropriate presentation is a statement of cash receipts and
disbursements for the Trust.  You state that a full set of
financial
statements prepared in accordance with Article 3 of Regulation S-X
would report results of operations substantially identical to the
results of the Trust`s operations reflected in the Trusts current
financial 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.
You also state that the Trust has used this cash basis
presentation
since its initial registration statement which was declared
effective
on January 12, 1965 and in all periodic reports for the 40 years
thereafter.

      We will not object to your request for the Trust to continue
to
file financial statements on a cash basis presentation consistent
with your historical presentation.  The staff`s conclusion is
limited
solely to the Trust`s specific facts and circumstances and should
not
be considered setting precedent for other situations.  We also
note
that this presentation is only acceptable for the Trust`s periodic
reporting requirements on Forms 10-K and 10-Q.  To the extent the
Trust files a 1933 Securities Act registration statement, the
Trust
would be required to comply with the full financial statement
requirements outlined in Article 3 of Regulation S-X and the
registration statement form.



      The staff`s conclusion is based solely on the information
included in your letter.  New or different facts could lead to a
different conclusion.  If you have any questions regarding this
letter, please call Stephanie Hunsaker at (202) 551-3512 or me at
(202) 551-3400.


						Sincerely,



						Leslie A. Overton
						Associate Chief Accountant
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Mills Music Trust
September 12, 2005
Page 2