SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF~~

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

~~August~~April 136, ~~2004~~2005

Date of report (date of earliest event reported)

HM PUBLISHING CORP.

HOUGHTON MIFFLIN COMPANY

(Exact name of registrants as specified in their charters)

Delaware Massachusetts	333-110720 333-105746	13-4265843 04-1456030
(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification No.)
(State or other jurisdictions of incorporation or organization)	Commission File Numbers	(I.R.S. Employer Identification Nos.)

222 Berkeley Street

Boston, Massachusetts 02116

(Address of principal executive offices) (Zip Code)

(617) 351-5000

(Registrants’ telephone number, including area code)

~~Item~~N/A ~~7. Financial Statements and Exhibits.~~

(c)Former ~~Exhibits~~Name or Former Address, if Changed since Last Report)

~~99.01~~Check ~~Press~~the ~~release~~appropriate ~~dated~~box ~~August~~below ~~13,~~if ~~2004~~the ~~announcing~~Form ~~Registrants’~~8-K ~~results~~filing ~~for~~is intended to simultaneously satisfy the ~~quarter~~filing ~~ended~~obligation ~~June~~of ~~30,~~the ~~2004.~~registrants under any of the following provisions:

~~Item~~¨ 9.Written ~~(Information~~communications ~~Provided~~pursuant ~~Under~~to ~~Item~~Rule ~~12,~~425 ~~Disclosure~~under ofthe ~~Results~~Securities ofAct ~~Operations~~(17 ~~and Financial~~CFR ~~Condition)~~230. 425)

~~The~~¨ ~~information~~Soliciting ~~contained~~material ~~in this Item 9 is furnished~~ pursuant to ~~Item~~Rule 14a-12 of Form 8-K “Results of Operations and Financial Condition,” in accordance with SEC Release No. 33-8216. This information and the exhibits hereto are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of, or otherwise regarded as filed under, the ~~Securities~~ Exchange Act of(17 ~~1934,~~CFR ~~as amended~~240. The information contained in this report shall not be incorporated by reference into any filing of Registrant with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings. 14a-12)

On¨ ~~August~~Pre-commencement ~~13,~~communications ~~2004,~~Pursuant ~~the~~to ~~Registrants~~Rule ~~issued~~14d-2(b) aunder ~~press release announcing their financial results for~~ the ~~quarter~~Exchange ~~ended~~Act ~~June~~(17 ~~30,~~CFR ~~2004, a copy of which is attached hereto as Exhibit 99~~240.~~01.~~ 14d-2(b))

¨	Pre commencement communications pursuant to Rule 113e-4© under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On April 6, 2005, the Board of Directors approved the 2005 Management Incentive Compensation Plan, which provides for payment to participants if various financial targets, including consolidated corporate cash flow and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) and division revenue and EBITDA, are met.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on ~~its~~their behalf by the undersigned hereunto duly authorized.

Date: April ~~August 13~~11, ~~2004~~2005

HM PUBLISHING CORP. HOUGHTON MIFFLIN COMPANY By: /s/ STEPHEN C. RICHARDS Stephen C. Richards Executive Vice President, Chief Operating Officer, and Chief Financial Officer

EXHIBIT LIST

99.01 Press release dated August 13, 2004 announcing Registrants’ results for the quarter ended June 30, 2004.

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