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                                                                    EXHIBIT 10.2

                    AMENDMENT TO SPECIAL RETENTION AGREEMENT

         This Amendment (the "Amendment") is made this 25th day of July, 2003
(the "Effective Date"), in order to amend certain terms of the Special Retention
Agreement, dated September 9, 2002 (the "Retention Agreement") by and between
Houghton Mifflin Company (the "Company") and David Caron (the "Executive"), as
previously amended by the letter agreement dated as of September 17, 2002
between the Company and the Executive (the "Letter Agreement" and together with
the Retention Agreement the "Agreement"). Capitalized terms not otherwise
defined herein will have the meaning give to them in the Agreement.

         In consideration of the mutual covenants herein contained, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.       Transaction Retention Payment. The last sentence of Section 2(B) of the
Retention Agreement (Transaction Retention Payment) will be amended to read in
its entirety as follows:

         "The two Relevant Dates and the amount of the Transaction Retention
         Payment with respect to each Relevant Date are as follows: (i) the
         one-month anniversary of the Transaction Date - twenty percent (20%) of
         the Total Retention Bonus; and (ii) October 31, 2003 - eighty percent
         (80%) of the Total Retention Bonus."

2.       Continuation of Health Benefits. The second paragraph of the Letter
Agreement (Continuation of Health Benefits), will be amended to read in its
entirety as follows:

         "If your employment is terminated during the 'Term' of your Retention
         Agreement (a) on or prior to October 31, 2003 by the Company without
         "Cause" or by you with "Good Reason" (as those terms are defined in
         your Retention Agreement), or (b) after October 31, 2003 by the Company
         without "Cause" or by you with or without "Good Reason" (provided that
         you give the Company at least 30 days prior notice of your departure if
         you terminate your employment without Good Reason) then, for the
         two-year period immediately following the termination of your
         employment (the "Benefit Period"), the Company will provide you with
         medical, dental, and vision benefits substantially similar to those
         which are provided to the active employees of the Company from time to
         time in accordance with the cost schedule which applies to those
         employees from time to time. To the extent comparable benefits are made
         available to you at comparable cost (or less) during the Benefit
         Period, the benefits you would otherwise receive from the Company will
         be reduced (and you are to report any such benefits to the Company).

    3.   Except as set forth in this Amendment, the Agreement remains in full
         force and effect. This Amendment, the Agreement and the letter dated as
         of the date hereof from the Company to the Executive represent the
         parties' final and mutual understanding with regard to its subject
         matter and replace and supercede any prior agreements or understandings
         between Executive and the Company, whether written or oral, with regard
         to compensation, benefits, termination, severance or any terms of
         employment. All prior agreements of the parties hereto in respect of
         the subject matter contained herein is

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         hereby terminated and canceled. This Amendment may not be modified or
         replaced except by another signed written agreement.

IN WITNESS WHEREOF, the parties intending to be legally bound, have caused this
Amendment to be signed.

                                          HOUGHTON MIFFLIN COMPANY

                                          By: /s/ Sylvia Metayer
                                              _________________________________
                                          Name: Sylvia Metayer
                                          Title: Acting Chief Executive Officer,
                                          Executive Vice President and Chief
                                          Operating Officer

DAVID CARON
/s/ David Caron
________________________________