HOUGHTON MIFFLIN CO
424B2, 1996-03-08
BOOKS: PUBLISHING OR PUBLISHING & PRINTING
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                                                     Filed under Rule 424(b)(2)
                                                     Registration No. 33-64903

PRICING SUPPLEMENT NO. 3, DATED MARCH 8, 1996
(TO PROSPECTUS DATED JANUARY 5, 1996 AND PROSPECTUS SUPPLEMENT
DATED MARCH 6, 1996)



                            HOUGHTON MIFFLIN COMPANY

                               MEDIUM-TERM NOTES,
                        SERIES C (6.29% NOTES DUE 1999)
                       U.S. $20,000,000 Principal Amount
                               (Fixed Rate Notes)

   
Trade Date:  March 7, 1996
Settlement Date (Original Issue Date:  March 12, 1996
Maturity Date:  December 1, 1999
Principal Amount:  U.S. $20,000,000
Price to Public (Issue Price):  100%
Agents' Discount or Commission:  .35%
Proceeds to Issuer:   $19,930,000 (99.65%)
Interest Rate (per annum):   6.29%
Interest Payment Dates:   June 1 and December 1, commencing June 1, 1996
                          (with respect to the period from and including
                          March 12, 1996 to but excluding June 1, 1996
Regular Record Dates:  May 15 and November 15
Redemption:   The notes cannot be redeemed prior to maturity
Name of Trustee:   State Street Bank and Trust Company
Form of Note:   Book-entry (DTC Registered)
CUSIP:  44156QNQ1
Plan of Distribution:   The notes are being distributed by J.P. Morgan 
                        Securities Inc., CS First Boston Corporation and  
                        Merrill Lynch, Pierce, Fenner & Smith Incorporated
                        (together, the "Agents"), at the Issue Price set forth
                        herein.  The Agents will receive a selling commission 
                        equal to .35% of the principal amount of the notes.




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