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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
   
                                  FORM 10-K/A
    
 
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
                                  ACT OF 1934
 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998        COMMISSION FILE NUMBER 1-5406
 
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
                              EXCHANGE ACT OF 1934
 
            FOR THE TRANSITION PERIOD FROM ___________ TO _________
 
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                            HOUGHTON MIFFLIN COMPANY
             (Exact name of registrant as specified in its charter)
 
              MASSACHUSETTS                                   04-1456030
     (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                     Identification No.)

         222 BERKELEY ST., BOSTON                             02116-3764
 (Address of principal executive offices)                     (Zip Code)
                                                   

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (617) 351-5000

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          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
                                                  NAME OF EACH EXCHANGE
         TITLE OF EACH CLASS                       ON WHICH REGISTERED
         -------------------                      ---------------------
    Common Stock, $1 par value                   New York Stock Exchange
    Preferred Stock Purchase Rights
 
        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
                                (Title of Class)
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]     No [ ]
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]
 
     The aggregate market value of voting stock of the registrant held by
nonaffiliates of the registrant was approximately $1,143,583,000 as of February
28, 1999.
 
     The registrant had outstanding 30,080,264 shares of common stock (exclusive
of Treasury shares) and 30,080,264 Preferred Stock Purchase Rights as of
February 28, 1999.

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                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Portions of the definitive proxy statement (the "Definitive Proxy
Statement") to be filed with the Securities and Exchange Commission relative to
the Company's 1999 Annual Meeting of Stockholders are incorporated into Part
III.
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This amendment on Form 10-K/A amends the Registrant's Annual Report on Form
10-K, as filed by the Registrant on March 29, 1999, and is being filed to
reflect a correction to Exhibit 12 - Computation of Ratio of Earnings to Fixed
Charges for the following: the 1998 interest portion of rent expense included in
earnings (loss) before fixed charges, earning (loss) before fixed charges, total
fixed charges, and the ratio of earnings to fixed charges.
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                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                                 HOUGHTON MIFFLIN COMPANY


                                           ------------------------------------
                                                        Registrant


   Dated: April 15, 1999                            /s/ David R. Caron
                                           ------------------------------------
                                                      David R. Caron
                                           Vice President, Corporate Controller

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                                 Exhibit Index


Exhibit No.                       Description
-----------                       -----------

    12         Computation of Ratio of Earnings to Fixed Charges as Amended.