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                       April 30, 1999

Commission File Number                         1-4925

                                 HARCOURT GENERAL, INC.
            (Exact 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                             02467
(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 June  7, 1999, the number of outstanding shares  of each of the issuer's
classes of common stock was:


          Class                                    Shares Outstanding
   Common Stock, $1.00 Par Value                      51,111,052
   Class B Stock, $1.00 Par Value                     20,020,484





                            HARCOURT GENERAL, INC.

                                   I N D E X




Part I.     Financial Information                                 Page Number

  Item 1.   Condensed Consolidated Balance Sheets as of
              April 30, 1999 and October 31, l998                       1

            Condensed Consolidated Statements of Operations
              for the Three and Six Months Ended
              April 30, l999 and l998                                   2

            Condensed Consolidated Statements of Cash Flows
              for the Six Months Ended April 30, l999
              and l998                                                  3

            Notes to Condensed Consolidated Financial
              Statements                                               4-6

  Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations                      7-11




Part II.    Other Information

  Item 4.   Submission of Matters to a Vote of Security Holders         12

  Item 6.   Exhibits and Reports on Form 8-K                            12

Signatures                                                              13

Exhibit 27.1                                                            14























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

<CAPTION>
(In thousands)                                     April 30,      October 31,
                                                        1999             l998
                                                 ___________       __________
Assets
<S>                                              <C>              <C>
Current assets:
  Cash and equivalents                           $   107,737       $  115,200
  Undivided interests in NMG Credit
    Card Master Trust                                203,282          138,867
  Accounts receivable, net                           295,453          479,569
  Inventories                                        732,219          706,586
  Deferred income taxes                              114,794          114,794
  Other current assets                                93,405           94,024
                                                 ___________       __________
    Total current assets                           1,546,890        1,649,040

Property and equipment, net                          670,843          645,213

Other assets:
  Prepublication costs, net                          302,252          281,068
  Goodwill, net                                    1,607,934        1,614,369
  Other intangible assets, net                       134,379          155,194
  Other                                              107,986          104,215
                                                 ___________       __________
    Total other assets                             2,152,551        2,154,846
                                                 ___________       __________


Total assets                                      $4,370,284       $4,449,099
                                                 ___________       __________
                                                 ___________       __________

Liabilities and Shareholders' Equity
Current liabilities:
  Notes payable and current maturities
    of long-term liabilities                      $  138,956       $   10,013
  Accounts payable                                   347,596          392,417
  Other current liabilities                          744,019          722,140
                                                 ___________       __________
    Total current liabilities                      1,230,571        1,124,570

Long-term liabilities:
  Notes and debentures                             1,598,926        1,729,459
  Other long-term liabilities                        257,238          258,621
  Deferred income taxes                              118,162          118,162
                                                 ___________       __________
    Total long-term liabilities                    1,974,326        2,106,242


Minority interest                                    303,474          292,565

Shareholders' equity:
  Preferred stock                                        902              914
  Common stock                                        71,104           71,029
  Paid-in capital                                    747,352          745,679
  Accumulated other comprehensive loss                (9,830)         (15,407)
  Retained earnings                                   52,385          123,507
                                                 ___________       __________
      Total shareholders' equity                     861,913          925,722
                                                 ___________       __________

  Total liabilities and shareholders' equity      $4,370,284       $4,449,099
                                                 ___________       __________
                                                 ___________       __________
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                      1


<TABLE>

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

<CAPTION>
(In thousands except for per share amounts)

                                  Six Months                  Three Months
                                Ended April 30,              Ended April 30,
                           ----------------------       ---------------------
                                 1999        1998             1999        1998
                           ----------  ----------       -----------  ---------

<S>                        <C>         <C>              <C>        <C>
Revenues                   $2,142,305  $1,937,389        $1,167,555 $1,036,765

Costs applicable to
  revenues                  1,219,794   1,119,127           690,881    616,583
Selling, general and
  administrative expenses     876,203     751,461           456,986    388,845
Corporate expenses             18,783      17,209             9,827      8,329
                           __________  __________       ___________  _________

Operating earnings             27,525      49,592             9,861     23,008

Investment income               4,504       3,361             3,627      1,945
Interest expense              (65,184)    (54,070)          (32,580)   (27,419)
                           __________  __________       ___________  _________

Loss before income taxes
  and minority interest       (33,155)     (1,117)          (19,092)    (2,466)

Income tax benefit             12,599         424             7,255        937
                           __________  __________       ___________  _________

Loss before minority
  interest                    (20,556)       (693)          (11,837)    (1,529)

Minority interest in net
  earnings of subsidiaries    (22,519)    (31,003)          (11,735)   (15,721)
                           __________  __________       ___________  _________

Net loss                     ($43,075)   ($31,696)         ($23,572)  ($17,250)
                           __________  __________       ___________  _________
                           __________  __________       ___________  _________

Weighted average number
  of common and common
  equivalent shares
  outstanding:

  Basic                        71,080      70,808            71,115    70,837
                           __________  __________       ___________  _________
                           __________  __________       ___________  _________
  Diluted                      71,080      70,808            71,115    70,837
                           __________  __________       ___________  _________
                           __________  __________       ___________  _________

Loss per common share:

     Basic                 ($     .61)   ($   .45)          ($  .33)  ($   .25)
                           __________  __________       ___________  _________
                           __________  __________       ___________  _________
     Diluted               ($     .61)   ($   .45)          ($  .33)  ($   .25)
                           __________  __________       ___________  _________
                           __________  __________       ___________  _________

Dividends per share:

     Common Stock           $     .40    $    .38           $   .20    $   .19
                           __________  __________       ___________  _________
                           __________  __________       ___________  _________
     Class B Stock          $     .36    $   .342           $   .18    $  .171
                           __________  __________       ___________  _________
                           __________  __________       ___________  _________
     Series A Stock         $    .455    $   .433           $ .2275    $ .2165
                           __________  __________       ___________  _________
                           __________  __________       ___________  _________
</TABLE>
   See Notes to Condensed Consolidated Financial Statements.


                                      2

<TABLE>


                                        HARCOURT GENERAL, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (UNAUDITED)

<CAPTION>
   (In thousands)                                                Six Months
                                                               Ended April 30,
                                                        ------------------------
                                                              1999          1998
                                                        ----------    ----------
   <S>                                                <C>             <C>
   Cash flows from operating activities:
     Net loss                                          ($  43,075)    ($  31,696)
     Adjustments to reconcile net loss
        to net cash provided by operating
        activities:
          Depreciation and amortization                   157,879        150,818
          Minority interest                                22,519         31,003
          Other items                                        -               923
          Changes in assets and liabilities:
          Accounts receivable                             185,220        107,207
          Inventories                                     (24,765)         4,280
          Other current assets                                639        (15,228)
          Accounts payable and current liabilities        (34,396)        32,312
                                                        _________     __________

   Net cash provided by operating activities              264,021        279,619
                                                        _________     __________

   Cash flows from investing activities:
     Capital expenditures                                (165,339)      (114,241)
     Purchases of held-to-maturity securities            (397,009)      (272,094)
     Maturities of held-to-maturity securities            332,594        200,276
     Acquisition of Chef's Catalog                              -        (31,000)
     Acquisition of Steck-Vaughn minority interest              -        (40,512)
     Other acquisitions and investing activities          (20,233)       (11,057)
                                                        _________     __________

   Net cash used for investing activities                (249,987)      (268,628)
                                                        _________     __________

   Cash flows from financing activities:
     Proceeds from borrowings                               2,100         11,000
     Repayment of debt                                          -         (3,467)
     Cash dividends paid                                  (28,047)       (26,623)
     Other equity transactions                              4,450         (1,282)
                                                        _________     __________
   Net cash used for financing activities                 (21,497)       (20,372)
                                                        _________     __________

   Cash and equivalents
     Decrease during the period                            (7,463)        (9,381)
                                                        _________     __________
     Beginning balance                                    115,200         82,644
     Ending balance                                   $   107,737      $  73,263
                                                        _________     __________
                                                        _________     __________


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









                                      3




                            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  consolidated financial
    statements of The  Neiman Marcus Group, Inc. (NMG) are consolidated with a
    lag of  one fiscal quarter.   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  54%  of the  common  stock of  NMG.   The Company  does not
    include  in its  earnings  that portion  of  NMG earnings  (currently 46%)
    attributable to the minority shareholders.

    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.

    Certain reclassifications have been made to the 1998 financial statements
    to conform to the 1999 presentation.

2.  Loss per share

    Pursuant to the provisions  of Statement of Financial Accounting Standards
    No.  128, "Earnings per Share,"  the net loss  and the  number of weighted
    average shares used  in computing basic and diluted  loss per share are as
    presented in the table below.

    Options  to purchase  1,047,983  shares of  common  stock and  the assumed
    conversion  of 902,000  shares of  Series A  Cumulative Convertible  Stock
    were not included in the computation  of diluted loss per share because of
    the net  loss in the  six months and  three months  ended April 30,  1999.
    Options  to  purchase 733,110  shares  of  common  stock  and the  assumed
    conversion of  1,060,000 shares of Series  A Cumulative Convertible  Stock
    were not  included in the computation of diluted loss per share because of
    the net loss in the six months and three months ended April 30, 1998.

<TABLE>
<CAPTION>
                                   Six Months Ended       Three Months Ended
                                ---------------------   ----------------------
                                April 30,   April 30,   April 30,    April 30,
    (in thousands)                   1999        1998        1999        1998
                                ---------   ---------   ---------   ---------

  <S>                           <C>         <C>         <C>         <C>
  Net loss                      ($43,075)   ($31,696)   ($23,572)   ($17,250)
    Less: dividends on Series
      A Cumulative Convertible
      Stock                         (409)       (472)       (203)       (229)
  Net loss for computation      ________    ________    ________    ________
   of basic loss per share       (43,484)    (32,168)    (23,775)    (17,479)

    Add: dividends on assumed
      conversion of Series A
      Cumulative Convertible
      Stock                            -           -         -            -
                                ________    ________    ________    ________

    Net loss for computation
    of diluted loss per share   ($43,484)   ($32,168)   ($23,775)   ($17,479)
                                ________    ________    ________    _________
                                ________    ________    ________    _________
</TABLE>
                                      4



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


2. Loss per share (continued)

   The shares for the computation of basic and diluted loss per share are
   71,080,000 and 71,115,000 for the six months and three months ended April
   30, 1999, respectively.  The shares for the computation of basic and
   diluted loss per share are 70,808,000 and 70,837,000 for the six months and
   three months ended April 30, 1998, respectively.


3. NMG stock repurchase

   During the first  twenty-six weeks  of NMG's fiscal  1999, NMG  repurchased
   827,000 shares at an average price of $18.57 per share,  and 512,900 shares
   were remaining under this program.

4. NMG acquisitions

   On November 2, 1998, NMG acquired a 51 percent interest in Gurwitch Bristow
   Products for approximately $6.7 million in cash.  Gurwitch Bristow Products
   manufactures and markets Laura Mercier cosmetic lines.  The acquisition has
   been accounted for by  the purchase method of accounting  and, accordingly,
   the results of operations of Gurwitch Bristow Products for the period from
   November 2, 1998 are included in the accompanying consolidated financial
   statements.  The $5.3 million excess of cost over the estimated fair value
   of net assets acquired was allocated to goodwill, which will be amortized
   on a straight-line basis over 25 years.  Assets acquired and liabilities
   assumed have been recorded at their estimated fair values.

   On February 1,  1999, the Company  acquired a 56  percent interest in  Kate
   Spade  LLC for  approximately  $33.6 million  in  cash.   Kate  Spade is  a
   manufacturer and  marketer  of high-end  fabric  and leather  handbags  and
   accessories.

5. Comprehensive loss

   As of November 1, 1998, the Company adopted Statement of Financial
   Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130)
   and has reclassified certain amounts to conform to the requirements of SFAS
   130.  The adoption of SFAS 130 had no impact on the Company's net loss or
   shareholders' equity.  Total comprehensive loss amounted to $39.4 million
   and $33.2 million for the six months ended April 30, 1999 and 1998,
   respectively.  Comprehensive loss differs from net loss primarily due to
   foreign currency translation adjustments, unrealized gains or losses on the
   Company's available-for-sale securities, less reclassification for realized
   gains or losses included in net loss.


6. Subsequent event

   On May 14, 1999,  the Boards of Directors of the Company and  of The Neiman
   Marcus Group, Inc.  ("NMG"), and  a committee of  independent directors  of
   NMG, approved a  series of transactions (the "Transactions") relating  to a
   plan  by  the Company  to  spin-off  to the  holders  of  its common  stock
   approximately  21.4 million of the approximately 26.4 million shares of NMG
   common  stock held by the  Company in a distribution to  be tax-free to the
   Company  and its  stockholders.    The  Transactions  are  expected  to  be
   completed  late in the third quarter or early  in the fourth quarter of the
   1999 calendar  year, subject to, among  other things, approval of  the tax-
   free  status of the  spin-off by the Internal  Revenue Service, approval by
   the stockholders of  the Company of a new class of  stock, "Class C Stock,"
   which would have one-tenth  (1/10) of one vote per share on all matters and
   which would receive a dividend equal to the dividend received by the Common
   Stock,  if any,  and  approval by  the  stockholders of  NMG of  a  plan of
   recapitalization.

                                      5



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




6. Subsequent event (continued)

   On May 27,  1999, the  Company filed  a Form  8-K with  the Securities  and
   Exchange  Commission  (the  "Commission")  in which  the  Transactions  are
   described  in  greater  detail.    For  further  information regarding  the
   Transactions,  reference may  be made  to the  Form 8-K  and to  such other
   reports filed by the Company and NMG from time to time with the Commission.













































                                      6





                            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.

<TABLE>
<CAPTION>

                                 Six Months            Three Months
                               Ended April 30,        Ended April 30,
                         ---------------------  ---------------------
(In thousands)                 1999       1998       1999        1998
                         ---------- ----------- --------- -----------
<S>                       <C>         <C>         <C>         <C>
Revenues:
  Publishing and
   educational services  $  766,038  $  648,503  $  378,401  $  328,378
  Specialty retailing     1,376,267   1,288,886     789,154     708,387
                         __________  __________  __________  __________
      Total revenues     $2,142,305  $1,937,389  $1,167,555  $1,036,765
                         __________  __________  __________  __________
                         __________  __________  __________  __________


Operating earnings (loss):
  Publishing and
   educational services  ($ 64,019) ($   61,599) ($  40,459) ($   34,032)
  Specialty retailing      110,327      128,400      60,147       65,369
  Corporate expenses       (18,783)     (17,209)     (9,827)      (8,329)
                         __________  __________  __________   __________


   Total operating
     earnings             $ 27,525  $    49,592  $    9,861  $    23,008
                         __________ ___________  __________  ___________
                         __________ ___________  __________  ___________
</TABLE>

Six Months Ended April 30, l999 Compared to Six Months Ended April 30, l998

Publishing and Educational Services
Revenues from the Harcourt Inc. publishing and educational services businesses
increased $117.5 million, or 18.1%, compared to the same period last year,
primarily as a result of revenues generated by Mosby, Inc., acquired in
October 1998.  The Education Group's revenues fell 1.8% to $162.5 million, due
to lower revenues at the elementary educational publishing business and Steck-
Vaughn, offset in part by higher sales from the trade publishing business.
Revenues of the Lifelong Learning & Assessment Group increased 10.6% to $292.3
million in the first six months of fiscal 1999 from $264.2 million in the
first six months of fiscal 1998, primarily from higher sales at Drake Beam
Morin and NETg, and to a lesser extent from higher sales of testing and
assessment products.  The Worldwide Scientific, Technical and Medical (STM)
Group revenues increased 42.2% in the first six months of fiscal 1999 to
$311.2 million, primarily due to the acquisition of Mosby in October 1998.

The publishing and educational services businesses incurred an operating loss
of $64.0 million in the first six months of fiscal 1999, increasing by $2.4
million from a loss of $61.6 million in the first six months of fiscal 1998.
The Education Group's loss increased primarily due to higher selling and
marketing expenses.  The loss at the Lifelong Learning & Assessment Group
decreased primarily due to lower amortization of intangible assets associated
with the acquisition of ICS and NETg and higher sales at Drake Beam Morin.
The Worldwide STM Group's earnings decreased in comparison to the first six
months of fiscal 1998 primarily as a result of weakened performance by the
international operations and lower sales at WB Saunders.





                                      7




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

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 twenty-six weeks ended January  30, 1999 are  consolidated with the
operating  results of the Company for the six months ended April 30, 1999.

Revenues  in the  twenty-six  weeks ended  January  30, 1999  increased  $87.4
million or 6.8% over revenues in the twenty-six weeks ended  January 31, l998.
Total comparable  sales for NMG  increased 1.9%.   The increase  was primarily
attributable to sales  from Chef's Catalog, acquired in  January 1998, and the
new Neiman Marcus store in Hawaii, which opened in September 1998.  Comparable
sales  increased  2.8% at  Neiman Marcus  Stores,  decreased 2.1%  at Bergdorf
Goodman, and decreased 0.3% at NM Direct.

Operating  earnings decreased 14.1% to  $110.3 million primarily  due to lower
gross margins, resulting from higher markdowns across all divisions during the
fiscal 1999  holiday season.    Selling, general  and administrative  expenses
increased as a percentage of revenues as a  result of higher selling and sales
promotion expenses and pre-opening costs.

Investment Income
Investment income  increased to $4.5 million  compared to $3.4  million in the
same  six month period in 1998.  The  increase included a gain of $3.0 million
from the sale of securities in the second quarter of 1999.

Interest Expense
Interest expense  increased to $65.2  million from $54.1  million in the  same
period  last  year.   The increase  in interest  expense  is primarily  due to
interest on borrowings under  the Company's revolving credit facility  to fund
the Mosby acquisition.  The interest expense in the first six months of fiscal
1999 includes a higher amount of interest incurred by NMG in comparison to the
1998 period, resulting  from both a higher effective  interest rate and higher
average borrowings by NMG.

Minority Interest
The Company recorded minority interest in net earnings  of its subsidiaries of
$22.5 million in the first six months of fiscal 1999 compared to $31.0 million
in fiscal  1998.  In the  first six months  of fiscal 1999,  minority interest
includes $25.3 million  relating to the minority  interest in net  earnings of
its specialty retailing  business, offset in part by minority  interest in net
losses  of various  publishing and  educational services  businesses.   In the
first  six months  of  fiscal 1998,  the  entire  $31.0 million  consisted  of
minority interest in net earnings of its specialty retailing business.

Three Months Ended April 30, 1999 Compared to Three Months Ended April 30,
1998

Publishing and Educational Services
Revenues from the Harcourt Inc. publishing and educational services businesses
increased  $50.0 million,  or 15.2%,  compared to  the same period  last year,
primarily  as a  result  of revenues  generated by  Mosby,  Inc., acquired  in
October 1998.   The Education Group revenues  increased 2.8% to $74.3  million
primarily due  to higher  sales at  Harcourt Trade  Publishers and  the Steck-
Vaughn  supplemental publishing business.  Revenues of the Lifelong Learning &
Assessment  Group increased 7.2% to $152.5  million from $142.3 million in the
same  period  last  year.   The  increase in  this  group's  revenues resulted
primarily from higher sales at  Drake Beam Morin and  to a lesser extent  from
the   higher  sales  of  testing  and  assessment  products.    The  Worldwide
Scientific,  Technical  and Medical  (STM) Group  revenues increased  33.2% to
$151.6 million, primarily due to the acquisition of Mosby in October 1998.




                                      8



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


The publishing and educational services businesses  incurred an operating loss
of $40.5  million in  the second  quarter of fiscal  1999, increasing  by $6.5
million from  a loss of $34.0 million in the  fiscal 1998 second quarter.  The
Education Group's loss increased primarily due to higher selling and marketing
expenses.   The  loss at  the Lifelong  Learning & Assessment  Group decreased
primarily due to lower  amortization of intangible assets associated  with the
acquisition  of ICS  and  NETg and  higher sales  at  Drake Beam  Morin.   The
Worldwide STM Group's earnings decreased in comparison to the  1998 quarter as
a result  of lower revenues  at WB  Saunders and weakened  performance by  the
international operations.

Specialty Retailing
Specialty  retailing results  are reported  with a  lag of  one quarter.   The
operating results  of NMG for  the thirteen weeks  ended January 30,  1999 are
consolidated  with the operating results  of the Company  for the three months
ended April 30, 1999.

Revenues in the thirteen weeks ended January  30, l999 increased $80.8 million
or 11.4%  over revenues in  the thirteen weeks  ended January  31, 1998.   The
increase in revenues was primarily attributable to a comparable sales increase
of 6.4% at Neiman  Marcus Stores, the  new Neiman Marcus  store in Hawaii  and
sales from Chef's Catalog, acquired in January 1998.  The increase in revenues
reflected an overall comparable sales increase of 5.3%.

Operating earnings decreased 8.0%  to $60.1 million compared to  $65.4 million
in the  prior year period.   The decrease was primarily  attributable to lower
gross margins, resulting  from higher  markdowns as a  percentage of  revenues
during  the fiscal  1999 holiday  season, as  well as  higher sales  promotion
costs.

Interest Expense
Interest expense increased $5.2 million  or 18.8% compared to the  same period
last year. The increase is  primarily due to interest on borrowings  under the
Company's  revolving credit  facility  to fund  the  Mosby acquisition.    The
interest expense  includes  a higher  amount of  interest incurred  by NMG  in
comparison to the 1998 period, resulting from both a higher effective rate and
higher average borrowings by NMG.

Minority Interest
The Company recorded minority  interest in net earnings of  its subsidiaries of
$11.7 million in  the second quarter of fiscal 1999  compared to $15.7 million
in  fiscal 1998.   In  the second  quarter of  fiscal 1999,  minority interest
includes $13.8  million relating to the  minority interest in  net earnings of
its  specialty retailing business, offset in part  by minority interest in net
losses  of various  publishing and  educational services  businesses.   In the
first six  months  of fiscal  1998,  the  entire $15.7  million  consisted  of
minority interest in net earnings of its specialty retailing business.



                                      9




                            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 six months ended  April 30, l999
was  $264.0  million.   The  publishing  and  educational  services businesses
provided  $162.1  million  of  cash from  operations  while  NMG's  operations
provided $101.9  million.  The cash provided by the publishing and educational
services businesses was sufficient  to fund their working capital  and capital
expenditure  requirements as well as the Company's dividend requirements.  NMG
used cash provided  by operations  and borrowings under  its revolving  credit
facility   to  fund  working  capital  for  the  holiday  season  and  capital
expenditures.   The primary items affecting working capital were a decrease in
accounts  receivable of $185.2 million,  a decrease in  current liabilities of
$34.4 million and an increase in inventories of $24.8 million.

Cash flows used by investing activities were $250.0 million for the six months
ended April 30,  1999.   The Company's investing  activities included  capital
expenditures  totaling $165.3  million.   Publishing and  educational services
capital expenditures  in the  six month  period ended  April 30, 1999  totaled
$109.4 million and were related principally to expenditures for prepublication
costs. Capital expenditures in the publishing and educational service business
are expected  to approximate $230.0 million  in fiscal 1999.   NMG purchased a
building adjacent to its Neiman Marcus  store in Union Square in San Francisco
for  a  future  expansion   of  this  store.    Specialty   retailing  capital
expenditures  also  include  existing  store  renovations  and  completion  of
construction of the  new Neiman  Marcus store  in Honolulu,  Hawaii.   Capital
expenditures  for  NMG  in fiscal  1999  are  expected  to approximate  $110.0
million.

During the first thirteen  weeks of NMG's fiscal 1999, NMG repurchased 827,000
shares  at an  average  price of  $18.57 per  share.   In  November 1998,  NMG
acquired  a 51 percent interest in Gurwitch Bristow Products for approximately
$6.7 million in cash.  In February 1999, NMG acquired a 56 percent interest in
Kate Spade LLC for approximately $33.6 million in cash.  The acquisitions were
funded primarily through borrowings under NMG's revolving credit facility.

At  April 30, 1999, the Company had  $340.0 available under its $750.0 million
revolving credit facility with 18 banks.   The agreement expires in July 2002.
NMG had  $555.0 million available at  January 30, 1999 under  its $650 million
revolving credit facility, which expires in October 2002.

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, operating and dividend requirements.

Year 2000
The Company has  substantially completed  its assessment of  its hardware  and
software systems, including the embedded  systems in the Company's  buildings,
property  and  equipment,  and  is  implementing  plans  to  ensure  that  the
operations of  such systems will  not be adversely  affected by the  Year 2000
date change.

The  Company is presently in  the process of  renovating non-compliant systems
and implementing converted and  replaced systems for substantially all  of its
non-compliant hardware and software  systems.  The Company estimates  that its
efforts  to make  these  systems Year  2000  compliant are  approximately  75%
complete, with  substantial  completion of  the  Year 2000  project  currently
anticipated for July 1999.


                                      10






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

Year 2000 (continued)
The Company established an ongoing program to communicate with its significant
suppliers and vendors to determine  the extent to which the Company's  systems
and operations are vulnerable to those third parties' failure to rectify their
own Year 2000  issues.  Based  on responses to the  Company's  inquiries,  the
Company is in the process of identifying  those suppliers and vendors most  at
risk for  failing to achieve  Year 2000 on  a timely  basis and is  monitoring
their  continuing  progress.   The  Company is  not  presently   aware  of any
significant exposure  arising from potential  third party failures.   However,
there can  be no assurance  that the systems of  other companies on  which the
Company's systems  or operations  rely will  be timely converted  or that  any
failure of  such parties  to achieve  Year 2000 compliance  would not  have an
adverse effect on the Company's results of operations.

The  Company has  engaged  both internal  and  external resources  to  assess,
reprogram, test  and implement its systems for Year 2000 compliance.  Based on
management's current estimates, the costs of Year 2000 remediation,  including
system renovation, modifications and enhancements, which have been and will be
expensed as incurred, have not been and are not expected to be material to the
results of operations or the financial position of the Company.  Additionally,
such  expenditures  have  not  adversely  affected  the  Company's ability  to
continue  its  investment in  new technology  in  connection with  its ongoing
systems development plan.

Management presently believes the Company's most reasonably  likely worst case
Year  2000 scenario  could  arise  from  a  business  interruption  caused  by
governmental agencies, utility companies, telecommunication service companies,
shipping companies or  other service providers outside  the Company's control.
There  can be  no  assurance  that such  providers  will  not suffer  business
interruptions caused by  a Year 2000 issue.  Such an interruption could have a
material adverse effect on the Company's results of operations.

The Company is in the process  of developing a contingency plan for continuing
operations in  the event of  Year 2000  failures, and the  current target  for
completing that plan is September 1999.

Forward-Looking Statements

Statements in this report referring to the expected future plans and
performance of the Company are forward-looking statements.  Actual future
results may differ materially from such statements.  Factors that could affect
future performance in the Company's publishing and educational services
businesses include, but are not limited to: the Company's ability to develop
and market its products and services; failure of the Company or third parties
to be Year 2000 compliant; the relative success of the products and services
offered by competitors; integration of acquired businesses; the seasonal and
cyclical nature of the markets for the Company's products and services;
changes in economic conditions; changes in public funding for the Company's
educational products and services; and changes in purchasing patterns in the
Company's markets.

Factors that could affect future performance in the Company's specialty
retailing  businesses include,  but are  not limited  to: changes  in economic
conditions or consumer confidence; changes  in consumer preferences or fashion
trends;  delays in  anticipated  store openings;  adverse weather  conditions,
particularly  during peak  selling seasons;  failure of  the Company  or third
parties   to  be  Year  2000  compliant;  changes  in  demographic  or  retail
environments; competitive influences; significant increases in paper, printing
and postage costs; and changes in the Company's relationships with designers and
other resources. For more  information, see the Company's filings with the
Securities and Exchange Commission.


                                      11




                            HARCOURT GENERAL, INC.

                                    PART II


Item 4.     Submission of Matters to a Vote of Security Holders

            The Annual Meeting of Stockholders was held on March 12, 1999.
            The following matters were voted upon at the meeting:

            1.    Election of the following individuals as Class C Directors
                  for a term of three years:

                  Jeffrey R. Lurie                   Paula Stern

                  For     64,633,554                 For     64,651,828
                  Withheld   673,703                 Withheld   655,429

                  Lynn Morley Martin                 Clifton R. Wharton, Jr.

                  For     64,644,291                 For     64,627,498
                  Withheld   662,966                 Withheld   679,759

              Ratification of the appointment of Deloitte & Touche LLP as the
               Company's independent auditors for the 1999 fiscal year.

                  For          65,172,129
                  Against          34,711
                  Abstain         100,418

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

         (a)    Exhibits.


         27.1  Financial data schedule

         (b)      Reports on Form 8-K.

                  The Company did not file any reports on Form 8-K during the
                  quarter ended April 30, 1999.

                  The Company  filed a  report on  Form 8-K  on  May 27,  1999
                  describing in Item  5 (Other Events) a proposed  spin-off to
                  the  holders  of  its  common stock  of  approximately  21.4
                  million  of the  approximately  26.4 million  shares of  NMG
                  common stock held  by the  Company in a  distribution to  be
                  tax-free to the Company and its stockholders.










                                      12





                                  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: June 14, 1999                                 /S/ John R. Cook
                                                    John R. Cook
                                                    Senior Vice President and
                                                    Chief Financial Officer



Date: June 14, 1999                                 /S/ Catherine N. Janowski
                                                    Catherine N. Janowski
                                                    Vice President and
                                                    Controller



































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