UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment NO. )*
HOUGHTON MIFFLIN COMPANY
(Name of Issuer)
COMMON STOCK
(Title of class of securities)
441560109
(CUSIP Number)
December 31,1998
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursant to which this
schedule is filed:
[ X] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting
person's initial on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
Page 1 of 4
<PAGE> 2
CUSIP NO. 441560109 SCHEDULE 13G
(1) NAMES OF REPORTING PERSONS
S.S OR I.R.S. INDENTIFICATION NOS. OF ABOVE PERSONS
Harbor Capital Management Company, Inc.
(2) CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP* (a)
[ ]
(b) [ X ]
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF (5) SOLE VOTING POWER
SHARES N/A
BENEFICIALLY
OWNED BY (6) SHARED VOTING POWER
EACH 1,967,350
REPORTING
PERSON WITH (7) SOLE DISPOSITIVE POWER
N/A
(8) SHARED DISPOSITIVE POWER
1,967,350
(9) AGGEGATE AMOUNT BENEFIACLLY OWNED BY EACH REPORTING
PERSON
1,967,350
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES*
[ ]
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.45%
(12) TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 4 PAGES
<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SHEDULE 13G
Under the Securities Exchange Act of 1934
ITEM 1 (a). Name of Issuer:
HOUGHTON MIFFLIN COMPANY
ITEM 1 (b). Address of Issuer's Principal Executive Offices:
222 Berkeley Street
Boston , MA 02110
ITEM 2 (a) Name of Person Filing:
Harbor Capital Management Company, Inc.
ITEM 2 (b) Address of Principal Business Office or, if none,
Residence:
125 High Street
Boston, MA 02110
ITEM 2(c) Citizenship:
UNITED STATES OF AMERICA -
CORPORATION
ITEM 2(d) Title of Class of Securities:
COMMOM STOCK
ITEM 2 (e) CUSIP Number:
441560109
ITEM 3. Investment Adviser registered under section 203 of the
investment Advisers Act of 1940
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 1,967,350
(b) Percent of Class: 6.45%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
N/A
(ii) shared power to vote or to direct the vote
1,967,350
(iii) sole power to dispose or to direct the disposition
of: N/A
(iv) shared power to dispose or to direct the disposition of:
1,967,350
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
Page 3 of 4 Pages
<PAGE> 4
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERFECT ON BEHALF OF ANOTHER
PERSON.
NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSICATION OF THE SUBSUDIARY WHICH
ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
ITEM 10. CERTIFICATION
(a) NOT APPLICABLE
(b) BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND
BELIEF, THE SECURITIES REFERRED TOABOVE WERE NOT ACQUIRED AND ARE NOT
HELD FOR THE PURPOSE OF OR WITH THE EFFECT OF CHANGING OR INFLUENCING
THE CONTROL OF THE ISSUR OF THE SECURITIES AND WERE NOT ACQUIRED AND
ARE NOT HELD IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION
HAVING THAT PURPOSE OR EFFECT.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
December 31,1998
Date February 24, 1999
Diane Rice-Sullivan
Diane Rice Sullivan/ Treasurer
Page 4 of 4 pages
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