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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994
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A. Full Title of the plan and the address of the
the plan, if different from that of the issuer
named below:
HOUGHTON MIFFLIN RETIREMENT SAVINGS PLAN
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B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Houghton Mifflin Company
222 Berkeley Street
Boston, Massachusetts 02116-3764
FINANCIAL INFORMATION
At the time of this filing, it is not practicable to provide the
plan financial statements to the Securities and Exchange
Commission subject to the Plan's requirements under the Employee
Retirement Income Security Act of 1974. Such required financial
statements will be filed by amendment under cover of Form 11-K no
later than June 30, 1995, in accordance with Section 15 (d) of
the Securities Exchange Act of 1934.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the trustees (or other persons who administer the Plan)
have duly caused this annual report to be signed by the
undersigned, hereunto duly authorized.
Retirement Committee of
Houghton Mifflin Company
Date: March 28, 1995 By:/S/Gary L. Smith
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Gary L. Smith
Chairman
Retirement Committee of
Houghton Mifflin Company
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