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Houghton Mifflin Co. - 08/25/03

Houghton Mifflin Company Announces Extension of Exchange Offers for 8.250% Senior Notes Due 2011 and 9.875% Senior Subordinated Notes Due 2013

BOSTON, Mass. - August 25, 2003 - Houghton Mifflin Company ("Houghton Mifflin") today announced that it has extended the expiration date of its offers to exchange (i) all outstanding 8.250% Senior Notes due 2011 (the "Old Senior Notes") for 8.250% Senior Notes due 2011, which have been registered under the Securities Act of 1933 (the "Registered Senior Notes") and (ii) all outstanding 9.875% Senior Subordinated Notes due 2013 (the "Old Senior Subordinated Notes" and, together with the Old Senior Notes, the "Old Notes") for 9.875% Senior Subordinated Notes due 2013, which have been registered under the Securities Act of 1933 (the "Registered Senior Subordinated Notes" and, together with the Registered Senior Notes, the "Registered Notes"). As a result of the extension, the exchange offers are now scheduled to expire at midnight, New York City time, on August 29, 2003, unless further extended.

The exchange offers were originally set to expire at midnight, New York City time, on August 22, 2003. As of midnight, New York City time, on August 22, 2003, $587,150,000 aggregate principal amount of the Old Senior Notes had been tendered for exchange and $372,707,000 aggregate principal amount of the Old Senior Subordinated Notes had been tendered for exchange.

Except for the extension of the expiration date, all of the other terms of the exchange offers remain as set forth in the prospectus for the exchange offers. This press release is not an offer to exchange Registered Notes for Old Notes or the solicitation of offers to exchange, which we are making only through a prospectus.

Copies of the prospectus for exchange offers and related documents may be obtained from Wells Fargo Bank Minnesota, N.A., as exchange agent for the exchange offers, at the following addresses:

By mail: By Facsimile
(for eligible institutions only):
By Hand or Overnight
Delivery:
Wells Fargo Bank, N.A.
213 Court Street, Suite 703
Middletown, CT 06457
Attention: Joseph P. O'Donnell
Wells Fargo Bank, N.A.
213 Court Street, Suite 703
Middletown, CT 06457
Attention: Joseph P. O'Donnell
(860) 704-6219

Confirm Receipt of
Facsimile by telephone:
(860) 704-6217
Wells Fargo Bank, N.A.
213 Court Street, Suite 703
Middletown, CT 06457
Attention: Joseph P. O'Donnell

About Houghton Mifflin Company
Boston-based Houghton Mifflin Company is one of the leading educational publishers in the United States, with over $1 billion in sales. Houghton Mifflin publishes textbooks, instructional technology, assessments and other educational materials for elementary and secondary schools and colleges. The Company also publishes an extensive line of reference works and award-winning fiction and nonfiction for adults and young readers. Additionally, Houghton Mifflin offers computer-administered testing programs and services for the professional and certification markets. With its origins dating back to 1832, Houghton Mifflin today combines its tradition of excellence with a commitment to innovation. The Company's website can be found at www.hmco.com.

CONTACT:
Joseph P. Fargnoli
Vice President, Treasurer
Houghton Mifflin Company
617-351-3351
joseph_fargnoli@hmco.com

Collin Earnst
Vice President, Communications
Houghton Mifflin Company
617-351-5113
collin_earnst@hmco.com


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