SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

THE SECURITIES EXCHANGE ACT OF 1934

January 12, 2006

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 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)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications Pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 1.01.

Entry into a Material Definitive Agreement.

On January 12, 2006, Houghton Mifflin Company entered into a real estate office sub-lease with Sara Lee Corporation for 116,693 square feet located at 3800 Golf Road, Rolling Meadows, Illinois for an approximate 9-year term commencing January 1, 2007 and ending November 30, 2015, with a total net rent commitment of $17,970,722, and total estimated occupancy costs, including amortization of leasehold capital improvements, of $19,137,652.

SIGNATURES

Pursuant to the requirements 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: January 12, 2006

HM PUBLISHING CORP.

HOUGHTON MIFFLIN COMPANY

By: /s/ STEPHEN C. RICHARDS

Stephen C. Richards

Executive Vice President, Chief Operating

Officer, and Chief Financial Officer

HM PUBLISHING CORP 8-K