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<SEC-DOCUMENT>0000107140-06-000060.txt : 20060629
<SEC-HEADER>0000107140-06-000060.hdr.sgml : 20060629
<ACCEPTANCE-DATETIME>20060629112545
ACCESSION NUMBER:		0000107140-06-000060
CONFORMED SUBMISSION TYPE:	11-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20051231
FILED AS OF DATE:		20060629
DATE AS OF CHANGE:		20060629

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WILEY JOHN & SONS INC
		CENTRAL INDEX KEY:			0000107140
		STANDARD INDUSTRIAL CLASSIFICATION:	BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731]
		IRS NUMBER:				135593032
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		11-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11507
		FILM NUMBER:		06932233

	BUSINESS ADDRESS:	
		STREET 1:		111 RIVER STREET
		CITY:			HOBOKEN
		STATE:			NJ
		ZIP:			07030
		BUSINESS PHONE:		2017486000

	MAIL ADDRESS:	
		STREET 1:		111 RIVER STREET
		CITY:			HOBOKEN
		STATE:			NJ
		ZIP:			07030
</SEC-HEADER>
<DOCUMENT>
<TYPE>11-K
<SEQUENCE>1
<FILENAME>a11kdec2005.txt
<DESCRIPTION>ANNUAL 11-K 2006
<TEXT>






                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM 11-K


                  [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      for the year ended December 31, 2005

                                       Or


                 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               for the transition period from -------- to --------


                         Commission file number 1-11507
                                                -------------------




                             JOHN WILEY & SONS, INC.
                             EMPLOYEES' SAVINGS PLAN


- --------------------------------------------------------------------------------


                             JOHN WILEY & SONS, INC.
                       111 River Street, Hoboken, NJ 07030

<PAGE>

                 John Wiley & Sons, Inc. Employees' Savings Plan

                   Index to Financial Statements and Schedule



                                                                        Page No.
                                                                        --------

Report of Independent Registered Public Accounting Firm                        1

Statements of Net Assets Available for Benefits
 as of December 31, 2005 and 2004                                              2

Statements of Changes in Net Assets Available for
 Benefits for the Years Ended December 31, 2005 and 2004                       3

Notes to Financial Statements                                              4 - 8

 Supplemental Schedule:*

   Schedule H, Line 4i - Schedule of Assets (Held at End of Year),
                         as of December 31, 2005                               9

Signature                                                                     10

Exhibits:

23        Consent of Independent Registered Public Accounting Firm            11







* - Schedule  required  by Form  5500.  Those  that are not  applicable  are not
included.

<PAGE>

                                      - 1 -


             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------


To the Plan  Administrator  of the
John Wiley & Sons,  Inc.  Employees'  Savings Plan:

We have audited the accompanying statements of net assets available for benefits
of the John  Wiley & Sons,  Inc.  Employees'  Savings  Plan  ("the  Plan") as of
December 31, 2005 and 2004, and the related  statements of changes in net assets
available for benefits for the years then ended. These financial  statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December 31, 2005 and 2004, and the changes in net assets available for benefits
for the years then ended, in conformity with U. S. generally accepted accounting
principles.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial  statements taken as a whole.  The supplemental  Schedule H, Line 4i -
Schedule  of  Assets  (Held at End of  Year) is  presented  for the  purpose  of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. This  supplemental  schedule is the  responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.




/s/ KPMG LLP



New York, New York
June 28, 2006

<PAGE>

                                      - 2 -


                 John Wiley & Sons, Inc. Employees' Savings Plan

                 Statements of Net Assets Available for Benefits

                           December 31, 2005 and 2004



                                                      2005              2004
                                                     ------            ------
Investments, at Fair Value (Notes 2 and 3)      $143,148,016      $122,253,445
Participant Loans                                  2,469,390         2,183,946
                                                 -----------       -----------

Net Assets Available for Benefits               $145,617,406      $124,437,391
                                                 ===========       ===========



















    The accompanying notes are an integral part of the financial statements.

<PAGE>

                                      - 3 -


                 John Wiley & Sons, Inc. Employees' Savings Plan

           Statements of Changes in Net Assets Available for Benefits

                 For the Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>

                                                                                               December 31,
                                                                                          2005              2004
                                                                                         ------            ------
<S>                                                                                        <C>               <C>

Additions:
     Realized and unrealized appreciation on investments: (Notes 2 and 3)
       Unrealized gain on investments                                                $  4,412,155      $  9,770,273
       Net realized gain from investment transactions                                     220,243           204,635
                                                                                     ------------       ------------
       Net appreciation in fair value of investments                                    4,632,398         9,974,908

     Interest and dividend income                                                       5,002,861         2,815,823
     Interest on participant loans                                                         87,820            79,085
     Contributions:
       Participant                                                                      9,853,829         9,129,572
       Employer                                                                         2,930,046         2,446,462
                                                                                     ------------       ------------
       Total contributions                                                             12,783,875        11,576,034
                                                                                     ------------       ------------
     Merger of Plan Assets  (Note 5)                                                    5,759,225                 -
                                                                                     ------------       ------------
     Total Additions                                                                   28,266,179        24,445,850
                                                                                     ------------       ------------
Deductions:
       Benefit payments                                                                 6,868,555         6,350,450
       Cancelled loans of terminated participants                                         217,609            58,064
                                                                                     ------------       ------------
     Total Deductions                                                                   7,086,164         6,408,514
                                                                                     ------------       ------------
Net Increase                                                                           21,180,015        18,037,336

Net Assets Available for Benefits, beginning of year                                  124,437,391       106,400,055
                                                                                     ------------       ------------
Net Assets Available for Benefits, end of year                                       $145,617,406      $124,437,391
                                                                                     ============       ============
</TABLE>




    The accompanying notes are an integral part of the financial statements.

<PAGE>

                                      - 4 -


                 John Wiley & Sons, Inc. Employees' Savings Plan

                          Notes to Financial Statements

                           December 31, 2005 and 2004

(1)       Description of the Plan:
          ------------------------

          The  following  represents  the major  provisions  of the John Wiley &
          Sons, Inc. Employees' Savings Plan (the "Plan"), as amended. Employees
          should  refer to the section  entitled  "Your  Retirement  Program" in
          their employee handbook for more detailed information.

     General -

          The Plan is a defined  contribution plan that covers employees of John
          Wiley & Sons, Inc. (the "Company"). It is subject to the provisions of
          the  Employee  Retirement  Income  Security  Act of 1974,  as  amended
          ("ERISA").

     Administration -

          The Benefits  Administration  Board of John Wiley & Sons,  Inc.,  (the
          "Plan  Administrator")  administers  the Plan. The Company's  Board of
          Directors appoints the members of the Benefits Administration Board.

          Vanguard  Fiduciary Trust Company  ("VFTC") holds the Plan's assets in
          trust.

          The Plan's  assets are managed by an  affiliate  of VFTC and by Friess
          Associates.

          The Company pays the Plan's administrative expenses.

     Eligibility -

          Each employee is eligible to  participate in the Plan on the first day
          of the calendar quarter after completion of six months of service,  or
          the first day of any month thereafter.

     Vesting -

          A participant's  contribution  plus actual  earnings  thereon is fully
          vested and  non-forfeitable  at all times. The Company's  contribution
          plus actual  earnings  thereon becomes fully vested to the participant
          upon attaining age 65, at retirement,  upon total disability or death,
          or upon completion of three years of  participation  or three years of
          service. After one year but less than two years of participation,  34%
          of the Company's contribution becomes vested. After two years but less
          than three years of participation,  67% of the Company's  contribution
          becomes vested.  After three years of  participation or three years of
          service, 100% of the Company's contribution becomes vested.

     Contributions -

          A participant  designates between 2% and 25% of his or her base salary
          plus overtime, which is withheld from the participant's payroll check,
          to be invested in funds chosen by the participant.  Subject to certain
          limitations  prescribed by the Internal  Revenue  Service (the "IRS"),
          the  Company  contributes  an amount  equal to 100% of the first 2% of
          each participant's contribution plus 25% of the next 4% contributed.

<PAGE>

                                      - 5 -

          No more than 10% of a  participant's  compensation  can be a "deferred
          cash  contribution",   that  is,  a  reduction  in  the  participant's
          compensation   and   therefore   tax-deferred.   The   deferred   cash
          contribution  of a  participant  under the age of 50 cannot  exceed an
          amount set  annually  by the IRS,  which in 2005  amounted to $14,000.
          Subject to certain  limitations  prescribed  by the IRS,  participants
          over 50 years  of age can  make  "catch  up"  contributions.  In 2005,
          participants  over 50 years  of age  could  contribute  a  maximum  of
          $18,000.

     Forfeitures -

          Participants who are not fully vested at the time they terminate their
          employment forfeit the non-vested portion of their account at the time
          of termination. However, the non-vested amount will be restored to the
          participant's  account  if the  participant  is  re-employed  within 5
          years.  The  amounts  forfeited  are  used  to  reduce  the  Company's
          contribution.  In 2005,  no  forfeitures  were used to reduce  Company
          contributions.  In 2004, the Company's  contributions  were reduced by
          $312,605,  as a result of such  forfeitures.  At  December  31,  2005,
          forfeitures  totaling  $89,082 were available to reduce future Company
          contributions versus $10,682 at December 31, 2004.

     Investment Options -

          Funds in which  contributions can be invested,  as well as each fund's
          investment objective, are described below.

          o    the Vanguard  Indexed 500 Fund seeks long-term  growth of capital
               and income from  dividends  by  investing  in all 500 stocks that
               comprise the S & P 500 index
          o    the  Vanguard  Wellington  Fund  invests  in  a  diversified  and
               balanced portfolio of bonds and common stocks, seeking income and
               long-term growth of capital without undue risk
          o    the Brandywine  Fund seeks  long-term  capital  appreciation.  It
               invests  primarily  in the stocks of  companies  that have proven
               records of profitability and strong earnings momentum
          o    the Vanguard Explorer Fund,  seeking long-term growth of capital,
               invests  primarily  in  common  stocks  of  small  capitalization
               companies with prospects for above-average growth
          o    the Vanguard Federal Money Market Fund seeks to maintain a stable
               share price and a high level of income by investing in short-term
               securities issued by the U. S. Government and its agencies
          o    the  Vanguard  Total Bond Market Index Fund seeks a high level of
               interest  income by investing  in a large  sampling of bonds that
               match the key  characteristics  of the Lehman Brothers  Aggregate
               Bond index
          o    the Vanguard  International  Growth Fund invests primarily in the
               stocks of  established  non-U.  S.  issuers  in order to  achieve
               long-term growth of capital
          o    the Vanguard  Windsor II Fund  invests in the common  stocks of a
               diversified group of out-of-favor stocks of  large-capitalization
               companies,  seeking  long-term  growth of capital and income from
               dividends
          o    the  Vanguard  Morgan  Growth  Fund  seeks  long-term  growth  of
               capital,  investing primarily in stocks of large and medium-sized
               companies  that  have  strong  records  of  growth  in sales  and
               earnings or that have performed well during certain market cycles
          o    the Wiley Stock Fund  invests  solely in the Class A Common Stock
               of the  Company  and seeks  long-term  growth of capital  through
               increases in the value of the stock and the  reinvestment  of its
               dividends.

     Investment of Contributions -

          A  participant  can invest his or her  contribution  and the Company's
          matching  contribution  in 1% multiples  among any  combination of ten
          available  investment  options,  which include a choice of nine mutual
          funds and the Wiley Stock Fund,  provided  that  contributions  to the
          Wiley  Stock  Fund  do  not  exceed  25% of  the  participant's  total
          contribution.  Participants  deemed  subject to the short swing profit
          recovery provisions of Section 16(b) of the Securities Exchange Act of
          1934 are prohibited from investing in the Wiley Stock Fund.

<PAGE>

                                      - 6 -

          A  participant  is  permitted to change the  allocation  of his or her
          contribution daily.  Subject to certain limitations imposed by VFTC, a
          participant  can transfer  existing fund balances to other  investment
          options daily.

     Payment of Benefits -

          Withdrawals by  participants  of their account  balances are permitted
          when the participant  reaches age 59 1/2, proves financial hardship or
          terminates his or her employment.  Withdrawals of  contributions  that
          are not tax-deferred can be made as often as twice each calendar year.

     Termination of Employment -

          Upon  termination  of  employment,  a  participant  has the  option of
          receiving  the  balance  in his  or her  account  as an  immediate  or
          deferred lump sum, in installments, or by a direct "roll over" into an
          individual  retirement  account  or  another  qualified  plan.  If the
          participant's  balance is at least $5,000, it may be left in the Plan.
          Terminated  participants  who elect to leave their account  balance in
          the Plan retain the same rights to transfer  balances between funds as
          active participants.

          Participants  who retire (a) on  disability,  (b) at age fifty-five or
          later with ten or more years of service,  or (c) at age  sixty-five or
          later  may elect to  receive a  lump-sum  cash  payment,  or annual or
          monthly installments over a five, ten, or fifteen year period.  Annual
          installments  begin one year after termination;  monthly  installments
          begin immediately. The installment payments are made in equal amounts,
          and each includes income credited to the participant's account balance
          before the installment amount is calculated.

     Participant Loans -

          Participants may borrow from the vested portion of their account,  and
          then repay the loan with  interest  through  payroll  deductions.  The
          interest  rates on loans  outstanding at December 31, 2005 ranged from
          2.52% to 11.0% per  annum.  The length of such  loans is  generally  5
          years but loans to purchase a primary  residence may be up to 20 years
          in length.  Loans are  limited to a minimum of $1,000 and a maximum of
          the  lesser of 50% of the  participant's  vested  balance,  or $50,000
          reduced by any outstanding  loans.  The amounts due from  participants
          under the loan provisions of the Plan, including accrued interest, are
          shown in the accompanying financial statements.

(2)  Summary of Significant Accounting Policies:
     -------------------------------------------

          Method of Accounting -

               The books and  records of the Plan are  maintained  on an accrual
               basis.

          Use of Estimates -

               The preparation of financial  statements in conformity with U. S.
               generally accepted  accounting  principles requires management to
               make estimates and assumptions  that affect the reported  amounts
               of  assets  and   liabilities   and   disclosure   of  contingent
               liabilities  at the  date  of the  financial  statements  and the
               reported  amounts of income  and  expenses  during the  reporting
               period. Actual results could differ from those estimates.

          Investments Valuation and Income Recognition -

               The Plan's investments are stated at fair value. Shares of mutual
               funds of  registered  investment  companies  are valued at quoted
               market prices and represent the net asset value of shares held by
               the Plan at  year-end.  The  Company  stock fund is valued at its
               year-end unit closing price  (comprised of year-end  market price
               plus any un-invested cash position). Participant loans are valued
               at cost, which approximates fair value.

               Purchases and sales of  investments  are recorded on a trade-date
               basis. Interest income is recorded on an accrual basis. Dividends
               are recorded on the ex-dividend date.

<PAGE>

                                      - 7 -

               Investment securities,  in general, are exposed to various risks,
               such as interest rate, credit, and overall market volatility. Due
               to  the  level  of  risk  associated   with  certain   investment
               securities,  it is reasonably possible that changes in the values
               of  investment  securities  will  occur in the near term and that
               such changes could materially  affect the amounts reported in the
               Statements of Net Assets Available for Benefits.

     Payment of Benefits -

          Benefits are recorded when paid.

(3)  Fair Value of Investments:
     --------------------------

     The fair values of investments  that represent 5% or more of the Plan's net
     assets on December  31,  2005,  and the  comparable  values on December 31,
     2004, are as follows:
<TABLE>
<CAPTION>
                                                                                        2005              2004
                                                                                       -------           --------
                    <S>                                                                     <C>               <C>
                    Vanguard Wellington Fund                                          $28,915,326       $26,610,577
                    Vanguard Indexed 500 Fund                                          27,927,182        25,601,787
                    Vanguard Explorer Fund                                             15,731,193        13,876,244
                    Brandywine Fund                                                    13,530,280        11,318,694
                    Vanguard Total Bond Market Index Fund                              12,053,938        11,057,245
                    Vanguard Federal Money Market Fund                                 11,766,537        10,559,239
                    Wiley Stock Fund                                                   11,472,741         9,382,551
                    Vanguard Windsor II Fund                                            8,631,043         4,597,358
                    Vanguard International Growth Fund                                  8,606,784         6,230,992
</TABLE>

     During 2005 and 2004, the Plan's investments (including gains and losses on
     investments bought and sold as well as held during the year) appreciated in
     value as follows:
<TABLE>
<CAPTION>
                                                                                           2005              2004
                                                                                          ------            ------
                    <S>                                                                     <C>               <C>
                    Mutual Funds                                                       $3,484,592        $7,722,207
                    Wiley Stock Fund                                                    1,147,806         2,252,701
                                                                                       -----------       -----------
                    Net Appreciation                                                   $4,632,398        $9,974,908
</TABLE>

(4)  Tax Status:
     -----------

     In June of 2002, the Company received a favorable determination letter from
     the IRS  indicating  that  the Plan  and  related  trust  are  designed  in
     accordance  with Section 401 (a) of the Internal  Revenue Code (the "IRC").
     The Plan has been amended on various dates since the  determination  letter
     was originally filed with the IRS. However,  the Plan Administrator and the
     Plan's  legal  counsel  believe  that the Plan is designed and is currently
     being operated in compliance with the applicable requirements of the IRC.

(5)  Plan Merger:
     ------------

     On November 30, 2005,  all the assets of the Sybex Inc.  Profit Sharing and
     401 (k) Plan (the "Sybex Plan")  totaling  $5,759,225  were merged with the
     assets of the Plan. This included investments in mutual funds of $5,743,488
     and  participant  loans  receivable  of $15,737.  The Company had  acquired
     substantially  all the  assets of Sybex,  Inc.  in May 2005 and  planned to
     merge the plans as soon as possible.

<PAGE>

                                      - 8 -

(6)  Plan Termination:
     -----------------

     Although  it has not  expressed  any intent to do so, the  Company  has the
     right under the Plan to discontinue  its  contributions  at any time and to
     terminate the Plan,  subject to the  provisions  of ERISA.  In the event of
     Plan  termination,  participants  will become 100  percent  vested in their
     accounts.

(7)  Related Party Transactions:
     ---------------------------

     Certain of the Plan's investments consist of shares of mutual funds managed
     by an affiliate of VFTC. VFTC acts as Trustee for only those investments as
     defined  by  the  Plan.   Transactions  in  such  investments   qualify  as
     party-in-interest   transactions   that  are  exempt  from  the  prohibited
     transaction rules.

<PAGE>

                                      - 9 -


                 John Wiley & Sons, Inc. Employees' Savings Plan

         Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

                                December 31, 2005


EIN:13-5593032
Plan Number: 002
<TABLE>
<CAPTION>
     (a)                 (b)                                     (c)                                       (e)
     ---                 ---                                     ---                                       ---
                  Identity of Issue                           Description                            Current Value
                  -----------------                           -----------                            -------------
     <S>                                             <C>                                                      <C>

     *   Vanguard Wellington Fund                    Registered Investment Company                    $  28,915,326
     *   Vanguard Indexed 500 Fund                   Registered Investment Company                       27,927,182
     *   Vanguard Explorer Fund                      Registered Investment Company                       15,731,193
         Brandywine Fund                             Registered Investment Company                       13,530,280
     *   Vanguard Total Bond Market Index Fund       Registered Investment Company                       12,053,938
     *   Vanguard Federal Money Market Fund          Registered Investment Company                       11,766,537
     *   Wiley Stock Fund                            Company Stock Fund                                  11,472,741
     *   Vanguard Windsor II Fund                    Registered Investment Company                        8,631,043
     *   Vanguard International Growth Fund          Registered Investment Company                        8,606,784
     *   Vanguard Morgan Growth Fund                 Registered Investment Company                        4,512,992
     *   Participant Loans                           428 loans to participants with interest
                                                     rates from 2.52% to 11.0% and maturity
                                                     dates from 2006 to 2025                              2,469,390
                                                                                                          ---------

         Total Investments                                                                            $ 145,617,406
</TABLE>


* - Indicates a party - in - interest to the Plan

See Report of Independent Registered Public Accounting Firm

<PAGE>

                                     - 10 -


                                    SIGNATURE




     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
     Benefits  Administration  Board of John Wiley & Sons,  Inc. has duly caused
     this annual report to be signed on its behalf by the  undersigned  hereunto
     duly authorized.



                             John Wiley & Sons, Inc.
                             Employees' Savings Plan
                             -----------------------
                                  (Registrant)



                            By: /s/ Walter J. Conklin
                               ---------------------------
                                Walter J. Conklin
                          Vice President and Treasurer
                      Benefits Administration Board Member


<PAGE>

                                     - 11 -

                                                                      Exhibit 23



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Plan Administrator of the
John Wiley & Sons, Inc. Employees' Savings Plan

We consent to the incorporation by reference in the Registration  Statement Nos.
333-123359,  333-93691,  33-60268,  2-65296, 2-95104,  33-29372, and 33-62605 on
Form S-8 of John Wiley & Sons,  Inc.  of our report  dated June 28,  2006,  with
respect to the statements of net assets available for benefits of the John Wiley
& Sons,  Inc.  Employees'  Savings  Plan as of December  31, 2005 and 2004,  the
related statements of changes in net assets available for benefits for the years
then ended,  and related  supplemental  schedule,  which  report  appears in the
December  31,  2005  annual  report on Form 11-K of the John Wiley & Sons,  Inc.
Employees' Savings Plan.




/s/ KPMG LLP



New York, New York
June 28, 2006








</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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