Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Prichard David
 2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2005		 3. Issuer Name and Ticker or Trading Symbol
PROQUEST CO [PQE]
(Last)
(First)
(Middle)
777 EISENHOWER PARKWAY, 2ND FLOOR, P.O. BOX 1346		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Higher Education
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ANN ARBOR, MI 48106-1346		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Restricted Common Stock 2,514 (2)
D
 
Common Stock 128
I (1)
Please see footnote below (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Option to Purchase Common Stock 12/31/2007(6) 10/05/2015 Common Stock 100,000 $ 36.52 D  
Employee Option to Purchase Common Stock 04/21/2004(3) 04/21/2009 Common Stock 3,000 $ 19.87 D  
Employee Option to Purchase Common Stock 01/05/2005(4) 01/05/2010 Common Stock 5,000 $ 30 D  
Employee Option to Purchase Common Stock 03/03/2005(5) 03/03/2010 Common Stock 7,000 $ 29.95 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Prichard David
777 EISENHOWER PARKWAY, 2ND FLOOR
P.O. BOX 1346
ANN ARBOR, MI 48106-1346		       President, Higher Education  

Signatures

Todd W. Buchardt, Attorney in Fact 10/12/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) shares held indirectly in ProQuest Company's Associate Stock Purchase Plan.
(2) 50% of the shares become unrestricted on 3/10/07 and restriction lapses on 100% of the shares on 3/10/08
(3) 2,000 shares are currently exercisable; Option becomes fully exercisable on 4/21/06
(4) 1/3 of the total option is currently exercisable; 2/3's of the total option will become exercisable on 1/5/06; Option becomes fully exercisable on 1/5/07
(5) 1/3 of the total option is currently exercisable; 2/3's of the total option will become exercisable on 3/3/06; Option becomes fully exercisable on 3/3/07
(6) 1/3 of the options vest on 12/31/07 subject to stock price performance; 2/3's of the options vest on 12/31/08 subject to stock price performance; and 100% of the options vest on 12/31/09 subject to stock price performance. Options vest on 1/1/13 regardless of performance.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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