Exhibit 4.2


COMMON STOCK
NUMBER                                                     ____________ Shares



                               HARCOURT GENERAL
             Incorporated under the laws of the State of Delaware

 This certificate is transferable in Boston, Massachusetts or in New York, New
York


                            HARCOURT GENERAL, INC.

                                                             CUSIP 41163G 10 1

     This certifies that                  is the owner of

     Fully paid and non-assessable shares of the common stock, one dollar
($1.00) par value, of Harcourt General, Inc. (herein called the
"Corporation") transferable upon the books of the Corporation in person or by
attorney upon surrender of this certificate duly endorsed or assigned.  This
certificate and the shares represented hereby are subject to the laws of the
State of Delaware, and to the Restated Certificate of Incorporation and the
By-Laws of the Corporation, as amended from time to time (copies of which are
on file with the Transfer Agents).  This certificate is not valid until
countersigned by a Transfer Agent and registered by a Registrar.

     In Witness Whereof, Harcourt General, Inc. has caused its facsimile
corporate seal and the facsimile signatures of its duly authorized officers
to be hereunto affixed.

Dated:


                               Richard A. Smith
                               Chairman



Countersigned and Registered:
By BankBoston, N.A.
Transfer Agent and Registrar

     Authorized Signature                Eric Geller
                                         Secretary

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     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     TEN COM   - as tenants in common
     TEN ENT   - as tenants by the entireties
     JT TEN    - as joint tenants with right of survivorship and not as
tenants in common
     UNIF GIFT MIN ACT -  _________ (Cust) Custodian _________ (Minor) under
                          Uniform Gifts to Minors Act _________(State)

    Additional abbreviations may also be used though not in the above list.


     For Value Received, ___________ hereby sell, assign and transfer unto

_____________ (Please insert social security or other identifying number of
assignee)


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 (Please print or typewrite name and address, including zip code, of assignee)

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_____________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint __________________________ Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.

Dated __________________________

                    ______________________________________________________
                    NOTICE:    The signature to this assignment must
                               correspond with the name as written on the face
                               of the certificate in every particular, without
                               alteration or enlargement or any change
                               whatever.

     SIGNATURE(S) GUARANTEED: _________________________________________
                               The signature(s) should be guaranteed by an
                               eligible guarantor institution (banks,
                               stockbrokers, savings and loan associations and
                               credit unions with membership in an approved


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                               signature guarantee medallion program),
                               pursuant to S.E.C. Rule 17Ad-15.














































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