UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549
                                   FORM 10-Q



      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934



      For the Quarter Ended             July 31, 1997                         



      Commission File Number                1-4925                             



                                    HARCOURT GENERAL, INC.                    

                  (Exact of name of registrant as specified in its charter)

                  Delaware                                         04-1619609 

      (State or other jurisdiction of                       (I.R.S. Employer  

      incorporation or organization)                       Identification No.)



      27 Boylston Street, Chestnut Hill, MA                              02167
      (Address of principal executive offices)                      (Zip Code)



                                      (617) 232-8200                         
                 (Registrant's telephone number, including area code)


Indicate by  check mark  whether  the registrant  (1)  has filed  all  reports
required to be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during the  preceding 12  months (or  for such  shorter period  that the
registrant was  required to file  such reports), and  (2) has been  subject to
such filing requirements for the past 90 days.


            YES   X             NO         





As of  September 9,  1997, the number  of outstanding  shares of  each of  the
issuer's classes of common stock was:

           Class                                        Outstanding Shares   


Common Stock, $1 Par Value                                  50,728,508
Class B Stock, $1 Par Value                                 20,022,146



                                       <PAGE>

                            HARCOURT GENERAL, INC.


                                   I N D E X



Part I. Financial Information                                     Page Number

  Item 1.   Condensed Consolidated Balance Sheets as of
              July 31, 1997 and October 31, 1996                        1

            Condensed Consolidated Statements of Operations for
              the Nine and Three Months Ended
              July 31, 1997 and 1996                                    2

            Condensed Consolidated Statements of Cash Flows for
              the Nine Months Ended July 31, 1997 and 1996              3

            Notes to Condensed Consolidated Financial Statements        4-8

  Item 2.   Management's Discussion and Analysis of 
              Financial Condition and Results of Operations             9-14




Part II.    Other Information

  Item 6.   Exhibits and Reports on Form 8-K                            15

Signatures                                                              16

Exhibit 10.1                                                             -
    
Exhibit 11.1                                                            17

Exhibit 27.1                                                            18

                                       <PAGE>

<TABLE>
                                        HARCOURT GENERAL, INC. 
                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                              (UNAUDITED)

<CAPTION>
(In thousands)                                         July 31,    October 31, 
                                                          1997           1996 
<S>                                                 <C>           <C>
Assets
Current assets:
  Cash and equivalents                                $ 67,065    $   532,862 
  Short-term investments                                    -         242,054 
  Undivided interests in NMG Credit                            
    Card Master Trust                                  151,055        114,392 
  Accounts receivable, net                             414,881        294,718 
  Inventories                                          706,695        592,141 
  Deferred income taxes                                 77,491         77,491 
  Other current assets                                  78,608         79,607 
    Total current assets                             1,495,795      1,933,265 

Property and equipment, net                            582,938        574,926 

Other assets:
  Prepublication costs, net                            196,945        209,519 
  Intangible assets, net                             1,239,726        456,494 
  Other                                                191,102        152,034 
    Total other assets                               1,627,773        818,047 

    Total assets                                    $3,706,506     $3,326,238 

Liabilities and Shareholders' Equity
Current liabilities:
  Notes payable and current maturities of
    long-term liabilities                           $   14,839     $  163,717 
  Accounts payable                                     313,322        315,108 
  Taxes payable                                         36,893         77,548 
  Other current liabilities                            646,445        391,974 
    Total current liabilities                        1,011,499        948,347 

Long-term liabilities:
  Notes and debentures                               1,170,940        714,282 
  Other long-term liabilities                          271,887        224,792 
    Total long-term liabilities                      1,442,827        939,074 

Deferred income taxes                                  171,665        187,632 
 
Minority interest                                      228,524        217,653 

Shareholders' equity:
  Preferred stock                                        1,130          1,152 
  Common stock                                          70,749         71,119 
  Paid-in capital                                      744,595        743,947 
  Cumulative translation adjustments                    (5,510)       (4,493)
  Retained earnings                                     41,027        221,807 
      Total shareholders' equity                       851,991      1,033,532 

  Total liabilities and shareholders' equity        $3,706,506     $3,326,238 


   See Notes to Condensed Consolidated Financial Statements.
</TABLE>
                                       1<PAGE>

<TABLE>
                                        HARCOURT GENERAL, INC. 
                            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                              (UNAUDITED)


<CAPTION>
(In thousands except for
 per share amounts)                       Nine Months          Three Months   
                                       Ended July 31,          Ended July 31,   
                                       1997        1996        1997      1996 

<S>                              <C>         <C>         <C>         <C>
Revenues                         $2,700,371  $2,421,996  $1,051,646  $879,212 

Costs applicable to revenues      1,565,710   1,421,773     546,059   460,406 
Selling, general and 
  administrative expenses           989,381     735,140     426,512   236,626 
Purchased in-process research
  and development                   174,000        -        174,000      -    
Corporate expenses                   26,928      23,627       7,988     7,787 

Operating earnings (loss)           (55,648)    241,456    (102,913)  174,393 

Investment income                    26,285      20,957       4,910     5,534 
Interest expense                    (66,239)    (61,876)    (24,486)  (20,431)

Earnings (loss) before
  income taxes                      (95,602)    200,537    (122,489)  159,496 
Income tax expense                  (27,647)    (68,183)    (18,505)  (54,229)


Net earnings (loss)              $ (123,249) $  132,354   $(140,994) $105,267 


Weighted average number of
  common and common equivalent
  shares outstanding                 70,832      72,832      70,747    72,578 


Net earnings (loss) per
  common share                   $    (1.75) $     1.82   $   (2.00) $   1.45 


Dividends per share:
  Common Stock                   $      .54  $      .51   $     .18  $    .17 
  Class B Stock                  $     .486  $     .459   $    .162  $   .153 
  Series A Stock                 $    .6165  $    .5835   $   .2055  $  .1945 








See Notes to Condensed Consolidated Financial Statements.

</TABLE>
                                          2<PAGE>

<TABLE>
                                        HARCOURT GENERAL, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (UNAUDITED)
<CAPTION>
(In thousands)                                             
                                                              Nine Months 
                                                             Ended July 31,   
                                                                1997     1996 
Cash flows from operating activities:
<S>                                                       <C>        <C>
  Net earnings (loss)                                     $(123,249) $132,354 
  Adjustments to reconcile net earnings (loss)
    to net cash provided by operating activities:
      Depreciation and amortization                         250,674   127,706 
      Purchased in-process research and 
        development                                         174,000      -    
      Other items                                             9,533     3,592 
    Changes in current assets and liabilities:
      Accounts receivable                                   (84,394)  (66,475)
      Inventories                                           (58,087)  (78,633)
      Other current assets                                   18,069    (1,410)
      Current liabilities                                   (12,301)   18,889 
                                                                
Net cash provided by operating activities                   174,245   136,023 

Cash flows from investing activities:
  Capital expenditures                                     (128,694) (184,799)
  Purchases of available-for-sale investments              (408,304) (140,755)
  Sales of available-for-sale investments                   325,767      -    
  Maturities of available-for-sale investments              324,591   244,470 
  Purchases of held-to-maturity investments                (457,784) (411,754)
  Maturities of held-to-maturity investments                421,121   372,911 
  Acquisition of NEC, net of cash acquired                 (839,620)     -    
  Other acquisitions                                         (6,148)  (19,197)
  Other investing activities                                   (603)  (35,619)

Net cash used for investing activities                     (769,674) (174,743)

Cash flows from financing activities:
  Proceeds from borrowings                                  516,950    93,250 
  Repayment of debt                                        (329,500)   (1,088)
  Repurchase of Common Stock                                (20,139)  (67,150)
  Dividends paid                                            (37,844)  (36,016)
  Other financing activities                                    165     1,883 

Net cash provided by (used for) financing
  activities                                                129,632    (9,121)
   
Cash and equivalents:
  Decrease during the period                               (465,797)  (47,841)
  Beginning balance                                         532,862   363,750 

  Ending balance                                          $  67,065  $315,909 


See Notes to Condensed Consolidated Financial Statements.

</TABLE>

                                          3<PAGE>


                            HARCOURT GENERAL, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
                                  (UNAUDITED)

1.    Basis of presentation

      The Condensed  Consolidated Financial  Statements  of Harcourt  General,
      Inc. (the Company) are submitted in response to the requirements of Form
      10-Q and should be  read in conjunction with the  Consolidated Financial
      Statements in the Company's Annual Report on Form 10-K.   In the opinion
      of management, these statements contain all adjustments, consisting only
      of normal recurring accruals,  necessary for a fair presentation  of the
      results for the interim periods presented.  

      The July  31, 1997  Condensed Consolidated Financial  Statements include
      the  May  3, 1997  Condensed  Consolidated Financial  Statements  of The
      Neiman Marcus Group, Inc. (NMG).  NMG is a separate public company which
      is listed on the New York Stock Exchange and is subject to the reporting
      requirements of the Securities Exchange  Act of 1934.  The Company  owns
      approximately 53% of  the common stock of NMG.   The Company will record
      100%  of  the  earnings  of  NMG to  the  extent  that  the  Company has
      previously absorbed  losses of NMG applicable to  the minority interest.
      In the  fourth quarter  of 1997  the Company  will have  fully recovered
      previously  absorbed losses attributable  to the  minority shareholders,
      and  will thereafter no longer include in  its earnings that  portion of
      NMG earnings (currently 47%) attributable to the minority shareholders. 


      The  Condensed  Consolidated  Financial  Statements   also  include  the
      financial  statements  of  Steck-Vaughn  Publishing  Corporation (Steck-
      Vaughn).   Steck-Vaughn is a separate public  company which is listed on
      the  NASDAQ National Market and is subject to the reporting requirements
      of the Securities  Exchange Act of 1934.  The Company owns approximately
      82% of the common stock of Steck-Vaughn.  The Company has completed
      negotiations with the independent directors of Steck-Vaughn, who approved
      a transaction in which the Company will acquire the balance of the issued
      and outstanding shares of Steck-Vaughn for $14.75 per share.  Completion
      of the transaction is subject to finalization of a definitive merger
      agreement and is expected to occur after the Company files a Transaction
      Statement with the Securities and Exchange Commission and mails an 
      Information Statement describing the transaction to the stockholders of
      Steck-Vaughn.

      The Company's businesses are seasonal in nature, and historically the
      results of operations for these periods have not been indicative of the
      results for the full year.  

2.    Acquisition of NEC

      In  June  1997,  the  Company  completed  the  acquisition  of  National
      Education Corporation (NEC) for  a cash purchase price of  approximately
      $854.4 million.   NEC is a global provider of print and multimedia based
      products and services for the education and training marketplace.

      The NEC  acquisition has been  accounted for by  the purchase method  of
      accounting,  and accordingly, the results  of operations of  NEC for the
      period  from June  5, 1997  are included  in the  accompanying condensed
      consolidated financial statements.  Assets acquired and liabilities 


                                       4<PAGE>


                            HARCOURT GENERAL, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


2.    Acquisition of NEC (continued)

      assumed  have  been  recorded  at  their  estimated  fair values.  NEC's
      accounting policies have been  conformed with those of the  Company with
      respect  to revenue  recognition of  certain subscription  contracts and
      deferred expenses.

      In  the opinion  of management  and based  on an  independent appraisal,
      approximately  $174 million of the intangible assets of NEC consisted of
      in-process research and development which had no alternative future use.
      Accordingly, the  Company recorded a non-recurring  charge for purchased
      in-process research and development of $174 million in the third quarter
      of 1997. 

      The excess of cost over the  estimated fair value of net assets acquired
      was allocated to goodwill.  A total of $730.6 million was allocated to
      goodwill, of which $302.1  million will be amortized on  a straight-line
      basis over  25 years.   The  remaining goodwill will  be amortized  on a
      straight-line basis over 40 years.

      The following  unaudited pro forma  information presents the  results of
      operations  of the  Company as  if the  acquisition  had taken  place on
      November  1, 1995  and excludes  the write-off  of  purchased in-process
      research and development of $174 million:

<TABLE>
<CAPTION>
      (In thousands)                     Nine months ended     Nine months ended 
                                             July 31, 1997         July 31, 1996 

      <S>                                <C>                   <C>     
      Revenues                           $       2,885,398     $       2,616,295 
      Net earnings                       $          32,901     $         132,325 
      Earnings per share                 $             .46     $            1.82 
</TABLE>

      These pro forma results of operations have been prepared for comparative
      purposes only  and do not  purport to  be indicative of  the results  of
      operations  which  actually  would  have resulted  had  the  acquisition
      occurred on the date indicated, or which may result in the future.

      The NEC acquisition was partially funded with $300 million of borrowings
      under  the Company s revolving credit agreement  and cash and short-term
      investments of approximately $554 million.

      Through  NEC,  the Company  holds approximately  82%  of the  issued and
      outstanding shares  of  Steck-Vaughn. The  Company has completed
      negotiations with the independent directors of Steck-Vaughn, who approved
      a transaction in which the Company will acquire the balance of the issued
      and outstanding shares of Steck-Vaughn for $14.75 per share.  Completion
      of the transaction is subject to finalization of a definitive merger
      agreement and is expected to occur after the Company files a Transaction
      Statement with the Securities and Exchange Commission and mails an 
      Information Statement describing the transaction to the stockholders
      of Steck-Vaughn. 


                                       5<PAGE>



                            HARCOURT GENERAL, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

3.    Other charges

      In connection with the acquisition  of NEC and the integration of  NEC's
      businesses into  those of the Company, the  Company recorded a charge of
      $81.7  million in the third quarter of  1997, which is included in costs
      applicable  to  revenues  ($24.6   million)  and  selling,  general  and
      administrative expenses ($57.1 million).  The charge  reflects costs the
      Company has  incurred in connection with  the realignment, consolidation
      and  reorganization  of  its  existing businesses,  and  includes  $23.5
      million related to  Drake Beam Morin.  These  costs consist primarily of
      severance  and related  employee benefit  obligations,  consolidation of
      facilities and impairment of certain existing assets.

4.    Long-term debt

      In  June 1997, the Company repaid $125 million of its subordinated notes
      at maturity with cash on hand.

      In connection with  the acquisition of NEC,  the Company unconditionally
      assumed  all of the obligations of NEC  under the NEC 6 1/2% Convertible
      Subordinated Debentures  due 2011 and the  related Indenture dated May
      15, 1986.   The  NEC  Debentures are  subject  to a  mandatory  annual
      redemption of $2.9 million in principal, and as a result of the
      acquisition of  NEC by the Company, are convertible at the option of the
      holder into cash equal to the product of $21.00 and the number of common
      shares of NEC into which the NEC Debentures would have been convertible
      immediately prior to the merger.  At July 31, 1997 approximately $54.6
      million of the NEC Debentures were outstanding.

      In July  1997,  the  Company  replaced  its  existing  revolving  credit
      agreement  with a new revolving credit agreement with 18 banks, pursuant
      to which the Company may  borrow up to $750 million.  The new agreement,
      which expires in July 2002, may be terminated by the Company at any time
      on  three business  days   notice.   The  rate  of  interest payable  is
      determined according to the senior debt rating of the Company and one of
      four  option  pricing models.    On July  31,  1997, borrowings  of $200
      million were outstanding at an interest rate of 5.85% and are classified
      as long-term, as the Company repaid the borrowings in August 1997 with a
      portion   of  the  proceeds  from  the  issuance  of  senior  notes  and
      debentures.

      In August  1997, the  Company issued $500  million of  senior notes  and
      debentures  to the public.  The proceeds  of the debt offering have been
      used in part to repay borrowings outstanding on the  Company's revolving
      credit agreement.   The debt is  comprised of $150 million  6.70% senior
      notes due 2007, $200 million  7.20% senior debentures due 2027 and  $150
      million 7.30% senior debentures due 2097.  Interest on the securities is
      payable semiannually in arrears beginning February 1, 1998.

      In anticipation of the  debt offering, the Company entered  into several
      forward interest rate lock agreements which established weighted average
      effective  interest rates of 6.83% for  the 10-year notes, 7.29% for the
      30-year debentures and  7.40% for  the 100-year debentures.   In  August
      1997, the Company paid $20.5 million to settle such agreements, which 

                                       6<PAGE>



                            HARCOURT GENERAL, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

4.    Long-term debt (continued)

      approximated fair  value  at July  31, 1997,  and will  be deferred  and
      amortized over the terms of the respective debt.

5.    Stock purchase programs

      The Company's Board  of Directors has authorized  the purchase of up  to
      3.5 million  shares of the  Company's Common Stock pursuant  to its open
      market stock purchase program.   During the  nine months ended July  31,
      1997,  the  Company  purchased approximately  .4  million  shares at  an
      average price of $45.56 per share under this buyback program.

6.    Undivided interests in NMG Credit Card Master Trust

      In March 1995, NMG sold all of its Neiman Marcus credit card receivables
      through a subsidiary to the Neiman Marcus Group Credit Card Master Trust
      (the   Trust )  in  exchange  for  certificates  representing  undivided
      interests in such receivables.  During the quarter ended April 30, 1997,
      the Company began to segregate its undivided interests in the Trust from
      its  accounts  receivable  on  the  consolidated  balance  sheets and
      reclassified the prior period financial statements.   The  undivided
      interests in the Trust include the interests retained by NMG's
      subsidiary  which  are represented  by  the Class  C  Certificate ($54.0
      million)  and  the  Seller's  Certificate   (the  excess  of  the  total
      receivables  transferred to the  Trust over  the portion  represented by
      certificates  sold to  investors  and the  Class  C Certificate).    The
      undivided interests in the Trust represent investments which the Company
      intends  to hold to maturity  in accordance with  Statement of Financial
      Accounting Standard No. 115, "Accounting for Certain Investments in Debt
      and Equity Securities."   Due to the short-term revolving nature  of the
      credit card  portfolio, the  carrying value of  the Company's  undivided
      interests in the Trust approximates fair value.

7.    Other current liabilities

      Other current liabilities consisted of the following:

<TABLE>
<CAPTION>
      (In thousands)                            July 31,           October 31, 
                                                    1997                  1996 

      <S>                                     <C>                 <C>
      Unearned subscription income            $  101,918          $    42,290 
      Accrued salaries and related                79,950               63,000 
      Self-insurance reserves                     47,967               49,569 
      Other                                      416,610              237,115 
                                              $  646,445          $   391,974 
</TABLE>

8.    Weighted average shares outstanding

      For  the three  and nine  months ended July  31, 1997,  weighted average
      shares outstanding do  not include common  stock equivalents because  of
      the loss for those periods.



                                       7<PAGE>




                            HARCOURT GENERAL, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

9.    Subsequent event

      In August 1997,  the Company  signed a definitive  agreement to  acquire
      Churchill  Livingstone,  a  European  English-language  health  sciences
      publisher, for approximately $92.5 million in cash. 

10.   New accounting standards

      On  January  1,  1997,  the   Company  adopted  Statement  of  Financial
      Accounting Standards No. 125,  Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities (SFAS 125).  This
      statement provides guidance for distinguishing transfers of financial
      assets (e.g. securitizations) that are  sales from transfers that are
      secured borrowings.  The effect of adopting SFAS 125 was not material to
      the Company's financial position or results of operations.

      In  February  1997,  the  Financial Accounting  Standards  board  issued
      Statement  of  Financial Accounting  Standards  No.  128,  Earnings  per
      Share  (SFAS  128).  Under the  new standard, which must  be adopted for
      periods ending  after December 15, 1997, the Company will be required to
      change the method used to compute earnings per share and to restate prior
      periods presented.  A dual presentation of basic and diluted earnings per
      share will be required.  The basic earnings per share calculation, which
      will replace primary earnings per share, will exclude the dilutive impact
      of stock options, the Series A Stock and other common share equivalents.
      The diluted earnings  per share  calculation, which  will replace  fully
      diluted  earnings per share, will include common share equivalents.  The
      adoption  of SFAS 128  will not have  a material impact  on earnings per
      share for the nine month and three month periods ended July 31, 1997 and
      1996.

      The Company uses  treasury lock agreements (a derivative) as  a means of
      managing interest-rate risk associated  with current debt or anticipated
      debt  transactions.   The  differentials to  be  received or  paid under
      contracts designated as  hedges are deferred  and amortized to  interest
      expense  over the  remaining life  of the  associated debt.   Derivative
      financial instruments are not held for trading purposes.
  













                                      8<PAGE>

<TABLE>
                            HARCOURT GENERAL, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

                             Results of Operations

The following table presents revenues and operating earnings (loss) by
business segment.

<CAPTION>
                                       Nine Months             Three Months   
                                       Ended July 31,          Ended July 31,  
(In thousands)                          1997        1996       1997      1996 
<S>                               <C>         <C>        <C>         <C>
Revenues:
      Publishing-Harcourt Brace
        operations                $  853,022  $  739,763 $  466,629  $377,131 
      Publishing-NEC operations       53,921       -         53,921     -  
        Total Publishing             906,943      739,76    520,550   377,131 
        Specialty retailing        1,712,582   1,589,381    506,532   474,059 
        Professional services         80,846      92,852     24,564    28,022 

        Total revenues            $2,700,371  $2,421,996 $1,051,646  $879,212 

Operating earnings 
      Publishing-Harcourt Brace
        operations                $  126,126  $  113,601 $  178,664  $139,884 
      Publishing-NEC operations      (38,119)       -       (38,119)      -   
      Purchased in-process
       research and development
       and other charges            (253,727)       -      (253,727)      -   
        Total Publishing            (165,720)    113,601   (113,182)  139,884 
        Specialty retailing          160,804     142,980     44,180    41,655 
      Professional services             (304)      8,502     (2,422)      641 
      Professional services
        restructuring charge         (23,500)       -       (23,500)     -    
        Total professional 
        services                     (23,804)      8,502    (25,922)      641 
        Corporate expenses           (26,928)    (23,627)    (7,989)   (7,787)

        Total operating earnings
        (loss)                      ($55,648)    $241,456 ($102,913) $174,393 
</TABLE>

Nine Months Ended July 31, 1997 Compared To Nine Months Ended July 31, 1996

Publishing

Publishing revenues for the nine months ended July 31, 1997 increased 22.6% to
$906.9 million  from $739.8 million for  the nine months ended  July 31, 1996.
The  Company's  educational  publishing  group  and  the  newly  acquired  NEC
operations each  contributed significantly  to the increase in revenues.   The
educational publishing group's elementary  and high school publishing revenues
rose as  a result of  sales in large  adoption states  such as California  and
Texas.   Revenues at the Company's international group increased primarily due
to the acquisition in the first quarter of both a Spanish language medical and
health sciences publisher and international distribution rights for Mosby-Year
Book  health sciences  publications.   Revenues at  the  Company's scientific,
technical, medical and professional (STMP) publishing group increased modestly
in  comparison to the  prior year due  to higher journal  revenues at Academic
Press.

                                      9<PAGE>



                            HARCOURT GENERAL, INC.
          MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

Publishing (continued)

The  publishing segment recorded  an operating loss for  the nine months ended
July 31,  1997 of  $165.7  million compared  to operating  earnings of  $113.6
million the same period last year. In connection with the  acquisition of NEC,
the  Company recorded  a  charge of  approximately  $195.5 million  consisting
primarily of the value of purchased in-process research and development.  Also
during the third quarter of 1997, the  publishing  business recognized charges
of approximately  $58.2 million related to the realignment, reorganization and
consolidation  of its existing businesses.  These charges consist primarily of
costs to consolidate facilities and the impairment of certain existing assets.
Despite  these  charges,  operating  earnings at  the  educational  publishing
business increased in comparison to the prior year period due primarily to the
increased revenues in the  elementary and  high school  publishing businesses.
Operating  earnings for the STMP  publishing group decreased  in comparison to
the  prior year  due   to lower  book sales  at W.B.  Saunders and  the above-
mentioned  charge, offset in part  by improved performance  at Academic Press.
The results of operations for the  NEC  businesses are included in the quarter
from  the  date  of acquisition,  and  include  amortization  of goodwill  and
acquired intangible assets of approximately $41.7 million.

Specialty Retailing

Specialty   retailing  results  are  reported  with  a  lag  of  one  quarter.
Accordingly, the operating results of The Neiman Marcus  Group, Inc. (NMG) for
the thirty-nine weeks  ended May 3,  1997 are consolidated with  the Company's
operating results for the nine months ended July 31, 1997.

Revenues in the  thirty-nine weeks ended May 3, 1997  increased $123.2 million
or  7.8%  over  revenues  in  the  thirty-nine weeks  ended  April  27,  1996.
Comparative sales for the period increased 4.4%.  Neiman  Marcus stores opened
in  King of Prussia, Pennsylvania in February  1996 and in Paramus, New Jersey
in August 1996 also contributed to the overall increase in revenues.

NMG's  operating earnings increased 12.5% to $160.8 million in the thirty-nine
week period ended May 3, 1997 compared to $143.0 million in 1996. The increase
resulted from both higher revenues and improved gross margins during  the 1997
period.

Professional Services

Professional services  revenues decreased  12.9% to  $80.8 million  from $92.9
million in  the same period  last year.  The decrease is  attributed to  lower
volume and prices in both group and individual outplacement programs.

Professional services  reported an  operating loss  of $23.8  million compared
with   operating  earnings  of $8.5  million in  the 1996  period.   This loss
includes  a restructuring  charge of $23.5  recorded in  the third  quarter of
1997, and also reflects the impact of  lower revenues in the nine month period
as compared to the prior year.




                                      10<PAGE>




                            HARCOURT GENERAL, INC.
          MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

Investment Income

Investment income increased $5.3 million to $26.3 million compared to the same
nine month period in 1996.  The increase is  primarily due to a higher average
portfolio balance during the first seven months of the year resulting from the
cash proceeds received in October  1996 from NMG s sale of its common stock to
the public.   The portfolio was liquidated in June 1997 in order to partially
fund the acquisition of NEC.

Interest Expense

Interest  expense increased 7.1%  to $66.2 million  from $61.9  million in the
comparable period last  year. The increase reflects  higher average borrowings
by  NMG and, to  a lesser extent, incremental interest incurred  in connection
with borrowings by the Company to partially fund the acquisition of NEC.

Minority Interest

In fiscal 1997, NMG reported net earnings of approximately $91.2  million on a
stand-alone basis.   In the fourth quarter of 1997 the Company will have fully
recovered   previously   absorbed   losses   attributable  to   the   minority
shareholders,  and  will thereafter  no longer  include  in its  earnings that
portion  of  NMG  earnings  (currently   47%)  attributable  to  the  minority
shareholders.   Such allocation of earnings will be approximately $5.8 million
in the Company's fourth quarter.

      Quarter Ended July 31, 1997 Compared to Quarter Ended July 31, 1996 

Publishing

Publishing revenues increased by $143.4 million or  38.0% for the three months
ended July 31,  1997 compared to the  same period last year.   The educational
publishing group's revenues increased substantially in comparison to the prior
year primarily  due to sales of elementary reading and social studies programs
and  to  the acquisition  of NEC.    Increased revenues  at  the international
publishing group  as a result of  acquired distribution rights were  offset in
part by a decline in STMP revenues in comparison to the prior year quarter.

The  publishing segment recorded an  operating loss for  the quarter of $113.2
million compared to  operating earnings of $139.9 million the same period last
year. In connection with the acquisition of NEC, the Company recorded a charge
of approximately $195.5 million consisting primarily of the value of purchased
in-process  research and development.  Also during the quarter, the publishing
business recognized charges of approximately $58.2 million related to the
realignment, reorganization and consolidation of its existing businesses

                                      11<PAGE>



                            HARCOURT GENERAL, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

      Quarter Ended July 31, 1997 Compared to Quarter Ended July 31, 1996
                                  (continued)

Publishing (continued)

charges  consist  primarily   of  costs  to  consolidate  facilities  and  the
impairment  of certain  existing  assets.   Despite  these charges,  operating
earnings  at the  educational publishing  business increased  significantly in
comparison to the prior  year quarter due primarily to the  increased revenues
in the elementary and  high school publishing businesses.   Operating earnings
for  the STMP  and  international publishing  groups  decreased moderately  in
comparison to the prior year quarter, due in large part to the above-mentioned
charge  and to a  lesser extent  to lower  book sales at  W.B. Saunders.   The
results of operations for the  NEC businesses are included in the quarter from
the date of  acquisition, and  include amortization of  goodwill and  acquired
intangible assets of approximately $41.7 million.

Specialty Retailing

Results of  NMG are reported  with a lag  of one quarter.   Accordingly, NMG's
operating results for its quarter ended May 3, 1997 are  consolidated with the
Company's operating results for the quarter ended July 31, 1997.

Revenues in the thirteen weeks ended May 3, 1997 increased  6.8% over revenues
in the thirteen weeks ended April  27, 1996.  The primary factors contributing
to  the revenue  increase were  the opening  of a  new Neiman Marcus  store in
Paramus,  New Jersey in  August 1996  and a  9.9% increase  in revenues  at NM
Direct.  Comparative sales for the period increased 4.5%. 

Operating earnings increased 6.1% to $44.2 million in the thirteen week period
ended  May 3,  1997 compared  to $41.7  million in  1996.   This  increase was
primarily due  to higher sales, offset slightly by an increase in markdowns in
1997. 

Professional Services

Professional  services revenues decreased 12.3%  to $24.6 million  in the 1997
third quarter  from $28.0 million in the 1996 third  quarter.  The decrease in
comparison  to the prior year quarter resulted primarily from lower volume, as
market conditions continue to be competitive.

The  professional services segment reported an operating loss of $25.9 million
in  the 1997 quarter, which includes  a restructuring charge of $23.5 million,
as  compared to operating earnings  of $.6 million  in the same  period in the
prior year.  

Investment Income

Investment income decreased  $0.6 million  to $4.9 million  compared with  the
same  period last  year, due  primarily to a  lower average  portfolio balance
resulting from the  use of approximately $554  million in cash  and short-term
investments to partially fund the acquisition of NEC.



                                      12<PAGE>




                            HARCOURT GENERAL, INC.
          MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

      Quarter Ended July 31, 1997 Compared to Quarter Ended July 31, 1996
                                  (continued)

Interest Expense

Interest expense increased 19.8% to $24.5 million compared to $20.4 million in
last year's third quarter.  The increase is primarily due to interest incurred
on outstanding  borrowings on the  Company's revolving credit  agreement which
were used to partially fund the acquisition of NEC. 





































                                      13<PAGE>


                            HARCOURT GENERAL, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

                        Liquidity and Capital Resources


The  following   discussion  analyzes  liquidity  and   capital  resources  by
operating,  investing and financing  activities as presented  in the Company's
Condensed Consolidated Statement of Cash Flows.

Cash provided  by operating activities for the nine months ended July 31, 1997
was  $174.2  million.    The  publishing  and  professional  services business
segments  provided $117.5 million of cash from operations and NMG's operations
provided  $56.7 million.   During  the nine  months ended  July 31,  1997, the
Company had sufficient cash flows and debt capacity to fund the acquisition of
NEC,  as well  as  its  working  capital,  capital  expenditure  and  dividend
requirements.  

The  primary  items  affecting  working capital  were  decreases  in  accounts
receivable ($84.4 million),  inventories ($58.1 million),  current liabilities
($12.3 million) and an increase in other current assets of $18.1 million.

The Company paid  approximately $854.4 million to  acquire NEC in June,  1997.
The  purchase  price  was funded  with  cash  and  equivalents and  short-term
investments, in addition  to $300  million in borrowings  under the  Company's
revolving credit agreement.  The Company's capital expenditures totaled $128.7
million   in  the  nine  months  ended  July 31,  1997.    Publishing  capital
expenditures were  $93.6 million and  related principally to  expenditures for
prepublication  costs.    The  Company  expects  capital expenditures  in  the
publishing business to approximate  $150.0 million in fiscal 1997.   Specialty
retailing  capital expenditures in the  1997 period totaled  $35.1 million and
primarily related to  existing store renovations.   NMG's capital expenditures
in fiscal 1997 were $53.0 million.

In October 1996, NMG sold 8.0 million shares of its common stock to the public
at $35.00 per  share.  The net proceeds were used,  together with a additional
3.9 million shares of NMG common  stock and bank borrowings, to repurchase all
of NMG's  outstanding preferred stock from  the Company.  The  Company will no
longer receive the annual  dividends of approximately $27.1 million  from such
preferred stock.

Financing activities primarily  reflect the  proceeds from  borrowings by  the
Company of $316.5 million, used to  partially fund the acquisition of NEC, and
borrowings  by NMG of $200.0  million under their  respective revolving credit
agreements and uncommitted lines.  NMG used the proceeds of  its borrowings to
fund working capital requirements and to repay $132.0 million  of senior notes
at maturity.  In June 1997, the Company repaid $125 million of its senior debt
at maturity and repaid $46 million of outstanding borrowings on  NEC's line of
credit.  Financing  activities also  include the payment  of $37.8 million  in
dividends and the purchase of approximately .4 million shares of the Company's
Common Stock  for $20.1 million  on the  open market  at an  average price  of
$45.56 per share.






                                      14<PAGE>


                            HARCOURT GENERAL, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

                  Liquidity and Capital Resources (continued)

At  July 31, 1997, the Company had  available $550 million under its revolving
credit agreement, which expires in July  2002.  Subsequent to quarter end, the
Company  issued $500  million in senior  notes and  debentures to  the public.
Steck-Vaughn had available $3  million under its $20 million  revolving credit
agreement, which expires in April 1999.  At May 3, 1997, NMG had  $140 million
available under its revolving credit facility, which expires in April 2000.  

The Company believes its cash on  hand, cash generated from operations and its
current and  future  debt capacity  will  be sufficient  to  fund its  planned
capital growth,  the Churchill Livingstone and  Steck-Vaughn merger agreements
as well as its operating and dividend requirements.










































                                      15<PAGE>


                                    PART II





Item 6.  Exhibits and Reports on Form 8-K.

         (a)  Exhibits.

                10.1   Credit Agreement  dated as of  July 18, 1997 among  the
                       Company,  the   banks   parties  thereto,   The   Chase
                       Manhattan Bank, as syndication  agent, Morgan  Guaranty
                       Trust Company of New York, as  documentation agent, and
                       BankBoston, N.A., as administrative agent.  

                11.1   Computation  of  weighted  average   number  of  shares
                       outstanding  used  in  determining  primary  and  fully
                       diluted earnings per share.

                27.1   Financial data schedule


         (b)  Reports on Form 8-K.

              The Company  filed a  report on  Form 8-K  on June  19, 1997,  as
              amended  by a Form  8-K/A filed on  July 25,  1997, describing in
              Item  2 (Acquisition or  Disposition of  Assets) of  Form 8-K its
              acquisition  of  National  Education  Corporation  and  including
              financial  statements  and  exhibits  and   pro  forma  financial
              information.




























                                      16<PAGE>


                                  SIGNATURES





Pursuant  to the  requirements of the  Securities Exchange  Act of  1934,  the
registrant  has duly  caused this report  to be  signed on  its behalf  by the
undersigned hereunto duly authorized.


                                                HARCOURT GENERAL, INC.



Date:    September 15, 1997                     s/John R. Cook           
                                                John R. Cook             
                                                Senior Vice President and
                                                Chief Financial Officer  



Date:     September 15, 1997                    s/Stephen C. Richards    
                                                Stephen C. Richards    
                                                Vice President and Controller 
                                                Principal Accounting Officer

































                                      17<PAGE>