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Filed under Rule 424(b)(2)
Registration No. 33-64903
PRICING SUPPLEMENT NO. 2, DATED MARCH 8, 1996
(TO PROSPECTUS DATED JANUARY 5, 1996 AND PROSPECTUS SUPPLEMENT
DATED MARCH 6, 1996)
HOUGHTON MIFFLIN COMPANY
MEDIUM-TERM NOTES,
SERIES B (6.07% NOTES DUE 1998)
U.S. $40,000,000 Principal Amount
(Fixed Rate Notes)
Trade Date: March 7, 1996
Settlement Date (Original Issue Date): March 12, 1996
Maturity Date: December 1, 1998
Principal Amount: U.S. $40,000,000
Price to Public (Issue Price): 100%
Agents' Discount or Commission: .25%
Proceeds to Issuer: $39,900,000 (99.75%)
Interest Rate (per annum): 6.07%
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: 44156QNP3
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 .25% of the principal amount of the notes.
