Exhibit (10)(iii)(A)

                                                      As amended January 2, 1997

                            HOUGHTON MIFFLIN COMPANY
                          1995 STOCK COMPENSATION PLAN


         The primary purpose of this Plan is to attract, retain, and motivate
the employees of Houghton Mifflin Company (the "Company") and of any subsidiary
corporation of which more than 50% of the outstanding voting stock is owned by
the Company (a "Subsidiary") who will most assist the Company or its
Subsidiaries in achieving the Company's long-term goals and objectives, and to
provide an opportunity for these employees to acquire an interest in the Company
through the granting of options or restricted or bonus stock or other
performance awards, as herein provided. Additionally, the Plan is intended to
provide an incentive to non-employee members of the Board of Directors of the
Company ("director-participants") to increase their efforts for the success of
the Company by increasing their proprietary interest in the Company, through the
receipt of shares of the Company's common stock and options to purchase shares
of the Company's Common Stock. To achieve those purposes, the Plan amends and
restates the 1992 Stock Compensation Plan (the "1992 Plan").

1.        SHARES OF STOCK SUBJECT TO THE PLAN

         The stock that may be issued under the Plan shall not exceed, in the
aggregate, 900,000 shares of the Company's common stock ("Company Stock"), which
may be (i) authorized but unissued shares, (ii) treasury shares, (iii) shares
previously reserved for issue upon exercise of options under the Plan, which
options have expired or been terminated, or (iv) shares previously reserved for
issue of restricted stock under the Plan or for issue in connection with
Performance Awards under the Plan, which shares have been forfeited. The stock
that may be issued under the Plan to any one individual between the Plan's
Effective Date (as defined in Section 10 hereof) and its termination shall not
exceed, in the aggregate, 250,000 shares of the Company Stock. The number of
shares subject to the Plan and the number of shares which can be issued to any
one individual thereunder shall, however, be subject to adjustment as provided
in Section 9 hereof.

         On and after the Effective Date of the Plan, no further grants of
options or restricted stock shall be made under the 1992 Plan. Options and other
awards granted under either the 1992 Plan or the 1987 Stock Compensation Plan
(the "1987 Plan") which are outstanding on and after the Effective Date shall be
subject to and governed by the terms and conditions of the Plan. The actual
provisions of any such outstanding option agreement or other award agreement,
however, shall not be altered unless an amendment thereto is approved by the
Committee and (if the affected participant's approval is required by the 1992
Plan, the 1987 Plan, the Plan, the appropriate agreement, or applicable law)
approved by the affected participant.

2.       ELIGIBILITY

         Except with respect to director-participants, awards will be granted
only to persons who are employees of the Company or a Subsidiary whose efforts
are important to the continued success and growth of the Company and, in the
case of incentive stock options, who are eligible to receive an incentive stock
option under the Internal Revenue Code of 1986, as amended from time to time
(the "Code"). The Board of Directors of the Company (the "Board") shall appoint
a committee to administer the Plan (the "Committee"). The Committee shall
consist of two or more directors of the Company, each of whom is a "non-employee
director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended, and an "outside director" within the meaning of Section 162(m)
of the Code. The Committee, acting by a majority of its members, shall determine
the participants in the Plan to whom grants will be made, the number of shares
subject to each grant, and the terms of the grant, consistent with the
provisions of this Plan.

3.       TYPES OF GRANTS

         The Committee may make grants under this Plan in the form of Stock
Options [either incentive Stock Options ("ISOs") or Non-Qualified Options
("NQOs")], Restricted Stock, Bonus Stock, or Performance Awards, each as defined
below. Unless prohibited by law or regulation, the Committee may make grants
under this Plan (except ISO grants) "in tandem" (i.e., the participant may be
given the right to select the form in which the grant is exercised). The
Committee may also make cash awards (i) in connection with, or as part or all
of, a Performance Award or (ii) pursuant to Section 8 hereof with respect to any
Bonus Stock or Restricted Stock.


         o        Incentive Stock Options

                  ISOs are a right to buy shares of Company Stock in the future
                  at the market price at the time of grant, subject to the
                  requirements of Section 422 of the Code. A stock option
                  intended to be an ISO shall be designated as an ISO in its
                  grant. The aggregate fair market value (determined at the time
                  the ISO is granted) of the Company Stock with respect to which
                  ISOs are exercisable for the first time by an optionholder
                  during any calendar year (under all plans of the Company and
                  any Subsidiary) shall not exceed $100,000.

         o        Non-Qualified Options

                  NQOs are stock options (i) which do not meet the ISO
                  restrictions, either in the grant itself or as the participant
                  treats the grant, or (ii) the terms of which provide that the
                  options will not be treated as ISOs. NQOs do not receive the
                  special tax consequences given ISOs by the Code.

         o        Restricted Stock

                  Restricted Stock is a grant of Company Stock to an individual
                  subject to forfeiture if specific requirements (including
                  continued employment or performance goals) described in the
                  grant documents are not met for the restriction period.

         o        Bonus Stock

                  Bonus Stock is a grant of Company Stock to an individual which
                  is made free of any restrictions. Bonus Stock may be granted
                  as a bonus or instead of cash under other compensatory
                  arrangements of the Company or a Subsidiary.

         o        Performance Awards

                  Performance Awards are awards granted, subject to applicable
                  law, with value, payment, or other terms contingent upon
                  performance of the Company or specified Subsidiaries or any
                  other factors designated by the Committee. Performance Awards,
                  in whole or in part, may be (i) denominated or payable in
                  cash, (ii) denominated or payable in, valued by reference to,
                  or otherwise based on, or related to Company Stock, or (iii)
                  denominated or payable in, valued by reference to, or
                  otherwise based on, or related to, either Company Stock or
                  cash, to be determined in the discretion of the Committee.

4.       GRANTS

         Grants may be made under this Plan to participants by the Committee at
any scheduled or unscheduled meeting. In making a grant to a participant under
this Plan, the Committee will specify (either at the time of grant or
thereafter) the terms and conditions of the grant, all of which shall be subject
to the terms and conditions of this Plan (including Section 11 hereof). Unless
the Committee specifies otherwise or applicable law requires otherwise, with
respect to any grant to an individual of Restricted Stock or Bonus Stock or of
Company Stock in connection with a Performance Award, past services of that
individual equal to the aggregate par value of Company Stock subject to such
grant shall constitute the only consideration paid upon the issuance of such
stock. If at any time, consideration other than past services is required by
applicable law with respect to a grant, such consideration shall be paid within
the sixty (60) days immediately following such grant.

5.       PERIOD OF OPTION AND CERTAIN LIMITATIONS ON RIGHT
         TO EXERCISE

         Each stock option grant shall be exercisable at such time or times as
the Committee shall from time to time determine, but in no event after the
expiration of ten years from the date of grant. The delivery of certificates
representing shares under any stock option grant will be contingent upon receipt
by the Company from the optionholder (or a purchaser acting in his or her stead,
in accordance with the provisions of the grant) of the full purchase price for
such shares in the form of cash and/or shares of Company Stock either previously
owned by the optionholder or withheld by the Company pursuant to an election by
the optionholder under Section 7 below, the total value of which is equal to the
total purchase price of the optioned shares then being purchased and the
fulfillment of any other requirements contained in the option or applicable
provisions of law. No optionholder or person entitled to exercise the stock
option grant shall be deemed to be a holder of any shares subject to the grant
for any purpose until certificates for such shares are issued to him or her
under the terms of the grant and the Plan.


6.       NON-TRANSFERABILITY OF CERTAIN OPTIONS

         The Committee, in its discretion, may grant transferable options or
amend outstanding options to make them transferable (collectively, "Transferable
Options"). The option agreement with respect to a Transferable Option shall
provide that (i) the optionholder can transfer the Transferable Option to (x)
members of his or her immediate family (i.e., children, grandchildren or
spouse), (y) trusts for the benefit of such family members, and (z) partnerships
whose only partners are such family members; (ii) no consideration can be paid
for the transfer of the Transferable Option; and (iii) the transferee of a
Transferable Option is subject to all conditions applicable to the Transferable
Option prior to its transfer.

         The option agreement with respect to any option granted hereunder shall
state the transferability restrictions for such option determined by the
Committee.

         The rights and obligations of the Company under the Plan and any grant
may be assigned by the Company to a successor to the whole or any part of its
business if the successor assumes in writing all of such rights and obligations.

7.       WITHHOLDING

         The Company may defer making payment or delivery of any shares of
Company Stock to a participant under the Plan until satisfactory arrangements
have been made for the payment of any federal, state, or local income taxes
required to be withheld with respect to such payment or delivery. Each
participant may elect to have the Company withhold shares of Company Stock
having an aggregate value equal to the amount required to be withheld. If no
such election is in effect, the Company shall nevertheless have the right to
impose a mandatory withholding of such shares. In addition, at the election of a
participant, upon exercise of an option, the Company may withhold shares of
Company Stock equal to all or a portion of the purchase price of the shares then
being purchased. The value of fractional shares remaining after payment of the
withholding taxes or the exercise price shall be paid to such participant in
cash. Shares so withheld shall be valued at fair market value at the close of
the regular business day on which the option is exercised.

8.       CASH AWARDS

         If the payment or delivery of (or lapsing of restrictions with respect
to) any Bonus Stock or Restricted Stock awarded to a participant under this
Plan, the 1992 Plan or the 1987 Plan (the "Stock Payment") shall be subject to
the imposition of any federal, state, or local income tax, the Committee, in its
discretion, either at the time the award is granted or thereafter, may also
grant the participant a cash award. The cash award may be in any amount up to an
amount such that the value retained by the participant (from the total of the
Stock Payment and the related cash award) after payment of any such income taxes
imposed on the Stock Payment and any such income taxes imposed on the cash award
itself shall be equal to the Stock Payment.



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9.       EQUITABLE ADJUSTMENTS

         In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Company Stock, or other
property), recapitalization, stock split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Company Stock in such a way
that an adjustment is appropriate in order to prevent dilution or enlargement of
the rights of participants under the Plan, then the Committee shall make such
equitable changes or adjustments as it deems appropriate and, in such manner as
it may deem equitable, adjust any or all of (i) the number and kind of shares of
stock of the Company (or other securities) which may thereafter be issued in
connection with grants under the Plan (including, without limitation, grants
pursuant to Section 13 hereof), (ii) the number and kind of shares of stock of
the Company (or other securities) issued or issuable in respect of outstanding
grants, and (iii) the exercise price, grant price, or purchase price relating to
any grant.

10.      EFFECTIVE DATE AND STOCKHOLDER APPROVAL

         The Effective Date of the Plan shall be the date the Plan is approved
by the stockholders of the Company. Until the Effective Date of the Plan, the
1992 Plan shall continue in full force and effect in accordance with its terms.

11.      ADMINISTRATION AND AMENDMENT OF THE PLAN

         The Plan shall be administered by the Committee, as provided in Section
2 hereof, which shall make the grants under the Plan, determine the form of
options or other awards to be granted in each case (either at the time of grant
or thereafter), and make any other determination under or interpretation of any
provisions of the Plan.

         Any of the actions taken by the Committee shall be final and
conclusive. Without the consent of the affected participant, however, no
amendment or other action with respect to any outstanding award hereunder may
impair or adversely affect the rights of the participant holding the award.

         The Board may amend the Plan as it may deem proper and in the best
interest of the Company. However, no such action shall adversely affect or
impair any options or other awards previously granted under the Plan, the 1992
Plan or the 1987 Plan without the consent of the grantee, and no amendment which
requires stockholder approval in order for the Plan to comply with the
requirements of Section 162(m) of the Code shall be effective unless that
amendment shall be approved by the stockholders of the Company entitled to vote
thereon as required by Section 162(m).

12.      EXPIRATION AND TERMINATION OF THE PLAN

         Unless earlier terminated by the Board, the Plan shall terminate on the
tenth anniversary of its Effective Date. Grants may be made under the Plan at
any time, or from time to time, prior to the termination of the Plan. The Plan
may be abandoned or terminated at any time prior to the tenth anniversary of its
Effective Date by the Board, except with respect to any awards then outstanding.

13.      GRANTS TO DIRECTOR-PARTICIPANTS

         Each individual who has served as a non-employee member of the Board
during any calendar year shall be a director-participant in the Plan with
respect to such year. With respect to each calendar year each
director-participant shall be granted, as compensation, (x) 500 shares of
Company Stock, and (y) options to purchase 1,000 shares of Company Stock, in
each case as of the day before the regularly scheduled meeting of the Board in
the month of January following the close of such calendar year; provided,
however, that the number of shares or options so granted shall be prorated in
the case of any director-participant whose service on the Board began during
such year or who retired or resigned from the Board during such year. The
proration shall be based on the portion of such year the director-participant
served as a non-employee member of the Board.