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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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Form 10-K/A

Amendment No. 1



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(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from              to



Commission File Numbers: 333-110720 and 333-105746



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HM PUBLISHING CORP.

HOUGHTON MIFFLIN COMPANY

(Exact Name
of Registrant Issuer as Specified in Its Charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware Massachusetts                                         |  | 13-4265843 04-1456030                  
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification Number)



222 Berkeley Street

Boston, Massachusetts 02116

(617) 351-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal
Executive Offices)



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Securities registered pursuant to Section 12(b) of the Act:



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|None                |  | None                                     



Securities
registered pursuant to Section 12(g) of the Act:

None



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Indicate by check mark whether HM Publishing Corp. (1) has filed all reports required to be filed by Section 13 of 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 whether Houghton Mifflin Company (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.  x



Indicate by check mark whether
the registrants are accelerated filers (as defined in Rule 12b-2 of the Act).    Yes ̈No  x



The aggregate market value of the Common Stock held by non-affiliates of the registrant on March 25, 2005 was zero.



The number of shares outstanding of HM Publishing Corp.s common stock as of March 25, 2005 was 1,000 shares.



The number of shares outstanding of Houghton Mifflin Companys common
stock as of March 25, 2005 was 1,000 shares.



Houghton Mifflin
Company meets the conditions set forth in general instruction I(1)(b) of Form 10-K and is therefore filing this form with the reduced disclosure format.



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EXPLANATORY NOTE



HM Publishing Corp. and Houghton Mifflin Company (the Registrants) are filing this amendment to Form 10-K for the fiscal year
ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 25, 2005 (Form 10-K). The Form 10-K included a signature page that omitted the name of HM Publishing Corp. The Registrants are filing herewith
a corrected Form 10-K signature page that includes the names of both Registrants.



PART IV



ITEM 15. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES



|(b) | EXHIBITS. Listed below are the Exhibits filed or furnished as part of this amended report.
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|     |  |                                                                                                                                                                             
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification by Anthony Lucki pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002                               
|     | 
|31.2 |  | Certification by Stephen Richards pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002                            
|     | 
|32.1 |  | Certification by Anthony Lucki pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002   
|     | 
|32.2 |  | Certification by Stephen Richards pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002



The Registrants agree to furnish to
the Commission, upon its request, copies of any omitted schedule or exhibit to any Exhibit filed herewith.



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed
on their behalf by the undersigned, thereunto duly authorized.



HM PUBLISHING CORP.HOUGHTON MIFFLIN COMPANYRegistrantsBy:

/S/ ANTHONY LUCKIAnthony Lucki President and Chief Executive Officer




March 25, 2005



Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                                     |  |  |  |                                                                                                              |  |               
|------------------------------------ |  |  |  | ------------------------------------------------------------------------------------------------------------ |  | --------------
|Signature                            |  |  |  | Title                                                                                                        |  | Date          
|/S/ ANTHONY LUCKIAnthony Lucki       |  |  |  | President, Chief Executive Officer, and Director (principal executive officer)                               |  | March 25, 2005
|                                     |  |  | 
|/S/ STEPHEN RICHARDSStephen Richards |  |  |  | Executive Vice President, Chief Operating Officer, and Chief Financial Officer (principal financial officer) |  | March 25, 2005
|                                     |  |  | 
|David
Blitzer                        |  |  |  | Director                                                                                                     |  | March 25, 2005
|                                     |  |  | 
|/S/ CHARLES BRIZIUSCharles Brizius   |  |  |  | Director                                                                                                     |  | March 25, 2005
|                                     |  |  | 
|/S/ ROBERT FRIEDMANRobert Friedman   |  |  |  | Director                                                                                                     |  | March 25, 2005
|                                     |  |  | 
|/S/ STEVE GANDYSteve Gandy           |  |  |  | Director                                                                                                     |  | March 25, 2005
|                                     |  |  | 
|/S/ JONATHAN GOODMANJonathan Goodman |  |  |  | Director                                                                                                     |  | March 25, 2005
|                                     |  |  | 
|/S/ SETH LAWRYSeth Lawry             |  |  |  | Director                                                                                                     |  | March 25, 2005
|                                     |  |  | 
|/S/ JAMES LEVYJames Levy             |  |  |  | Director                                                                                                     |  | March 25, 2005
|                                     |  |  | 
|/S/ MARK NUNNELLYMark Nunnelly       |  |  |  | Director                                                                                                     |  | March 25, 2005
|                                     |  |  | 
|/S/ MICHAEL PERIKMichael Perik       |  |  |  | Director                                                                                                     |  | March 25, 2005
|                                     |  |  | 
|/S/ SCOTT SPERLINGScott Sperling     |  |  |  | Director                                                                                                     |  | March 25, 2005
|                                     |  |  | 
|/S/ MICHAEL WARDMichael Ward         |  |  |  | Director                                                                                                     |  | March 25, 2005







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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on
their behalf by the undersigned hereunto duly authorized.



Date: March 30, 2005



HM PUBLISHING CORP.HOUGHTON MIFFLIN COMPANYBy:

/S/ STEPHEN RICHARDSStephen RichardsExecutive Vice President, Chief OperatingOfficer, and Chief Financial Officer