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, 1998                    
 
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                                 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 June 10, 1998, 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                                50,843,778
Class B Stock, $1.00 Par Value                               20,021,212

                                       <PAGE>
[PAGE]

                            HARCOURT GENERAL, INC.

                                   I N D E X




Part I.     Financial Information                                 Page Number

  Item 1.   Condensed Consolidated Balance Sheets as of
              April 30, 1998 and October 31, l997                       1

            Condensed Consolidated Statements of Operations
              for the Three and Six Months Ended
              April 30, l998 and l997                                   2

            Condensed Consolidated Statements of Cash Flows
              for the Six Months Ended April 30, l998
              and l997                                                  3

            Notes to Condensed Consolidated Financial
              Statements                                              4-5

  Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations                    6-10




Part II.    Other Information

  Item 4.   Submission of Matters to a Vote of Security Holders        11

  Item 6.   Exhibits and Reports on Form 8-K                           11

Signatures                                                             12

Exhibit 10.1                                                        13-30

Exhibit 27.1                                                           31

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

<CAPTION>
(In thousands)                                     April 30,      October 31,
                                                        1998             l997
                                                  ----------      -----------
Assets
Current assets:
<S>                                               <C>             <C>
  Cash and equivalents                            $   73,263      $   82,644 
  Undivided interests in NMG Credit
    Card Master Trust                                200,159         128,341 
  Accounts receivable, net                           294,884         397,675 
  Inventories                                        680,230         676,357 
  Deferred income taxes                              120,546         120,546 
  Other current assets                                97,468          79,353 
                                                  ----------      ----------  
    Total current assets                           1,466,550       1,484,916 

Property and equipment, net                          604,336         593,892 

Other assets:
  Prepublication costs, net                          210,564         201,953 
  Intangible assets, net                           1,322,284       1,299,227 
  Other                                              186,392         201,405 
                                                  ----------      ----------
    Total other assets                             1,719,240       1,702,585 
                                                  ----------      ---------- 
Total assets                                      $3,790,126      $3,781,393 
                                                  ==========      ==========
Liabilities and Shareholders' Equity
Current liabilities:
  Notes payable and current maturities
    of long-term liabilities                      $   10,685      $   14,439 
  Accounts payable                                   294,479         346,386 
  Taxes payable                                       31,886          19,433 
  Other current liabilities                          685,872         613,011 
                                                  ----------      ----------
    Total current liabilities                      1,022,922         993,269 

Long-term liabilities:
  Notes and debentures                             1,297,105       1,289,889 
  Other long-term liabilities                        289,438         274,840 
                                                  ----------      ----------
    Total long-term liabilities                    1,586,543       1,564,729 

Deferred income taxes                                143,435         143,435 

Minority interest                                    251,250         234,422 
Shareholders' equity:
  Preferred stock                                     1,060            1,125 
  Common stock                                       70,859           70,755 
  Paid-in capital                                   745,139          744,932 
  Cumulative translation adjustments                 (8,602)          (7,113)
  Retained earnings (deficit)                       (22,480)          35,839 
                                                 ----------       ----------
      Total shareholders' equity                    785,976          845,538 
                                                 ----------       ----------
  Total liabilities and shareholders' equity     $3,790,126       $3,781,393 
                                                 ==========       ==========




See Notes to Condensed Consolidated Financial Statements.
</TABLE>
                                       1<PAGE>
[PAGE]
<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,  
                                     1998        1997        1998       1997 
                                ---------  ----------    --------  ---------
<S>                          <C>           <C>         <C>         <C>
Revenues                     $1,937,389    $1,648,725  $1,036,765  $ 880,027 

Costs applicable to
  revenues                    1,119,127     1,019,652     616,583    564,816 
Selling, general and 
  administrative expenses       751,461       562,869     388,845    291,996 
Corporate expenses               17,209        18,939       8,329      8,236 
                              ---------     ---------   ---------   --------

Operating earnings               49,592        47,265      23,008     14,979 

Investment income                 3,361        21,375       1,945     10,781 
Interest expense                (54,070)      (41,753)    (27,419)   (21,103)
                              ---------     ---------    --------   --------
Earnings (loss) before income
  taxes and minority interest    (1,117)       26,887      (2,466)     4,657 

Income tax benefit(expense)         424        (9,141)        937     (1,583)
                              ---------     ---------    --------   --------
Earnings (loss) before 
  minority interest                (693)       17,746      (1,529)     3,074 
Minority interest in 
  earnings of subsidiaries,
  net of income taxes           (31,003)         -        (15,721)        -   
                              ---------     ---------    --------   --------   
Net earnings (loss)            ($31,696)    $  17,746    ($17,250)  $  3,074 
                              =========     =========    ========   ========
Weighted average number 
  of common and common 
  equivalent shares 
  outstanding:

  Basic                          70,808        70,874      70,837     70,740 
                              =========     =========    ========   ========
  Diluted                        70,808        72,232      70,837     72,081 
                              =========     =========    ========   ========
Earnings (loss) per 
  common share:
  
  Basic                        ($   .45)    $     .24    ($   .25)  $    .04 
                              =========     =========    ========   ========
  Diluted                      ($   .45)    $     .24    ($   .25)  $    .04 
                              =========     =========    ========   ========
Dividends per share:
  
  Common Stock                 $    .38     $     .36   $     .19   $    .18 
                              =========     =========   =========   ======== 
  Class B Stock                $   .342     $    .324   $    .171   $   .162 
                              =========     =========   =========   ======== 
  Series A Stock               $   .433     $    .411   $   .2165   $  .2055 
                              =========     =========   =========   ========







See Notes to Condensed Consolidated Financial Statements.
</TABLE>
                                       2<PAGE>
[PAGE]
<TABLE>
                                        HARCOURT GENERAL, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (UNAUDITED)

<CAPTION>
(In thousands)                                                Six Months      
                                                            Ended April 30,   
                                                      ----------------------
                                                          1998          1997 
                                                      --------      --------
Cash flows from operating activities:
<S>                                                    <C>           <C>
  Net earnings (loss)                                 ($31,696)     $ 17,746 
  Adjustments to reconcile net earnings (loss)
     to net cash provided by operating
     activities:
       Depreciation and amortization                   150,818       102,611 
       Minority interest                                31,003          -    
       Other items                                         923         4,991 
       Changes in assets and liabilities:
         Accounts receivable                           107,207       108,867 
         Inventories                                     4,280        (2,112)
         Other current assets                          (15,228)       (2,356)
         Accounts payable and current liabilities       32,312       (53,484)
                                                       -------       -------   
Net cash provided by operating activities              279,619       176,263 
                                                       -------       -------
Cash flows from investing activities:
  Capital expenditures                                (114,241)      (76,969)
  Purchases of available-for-sale securities              -         (271,915)
  Maturities of available-for-sale securities             -          173,200 
  Purchases of held-to-maturity securities            (272,094)     (342,971)
  Maturities of held-to-maturity securities            200,276       276,935 
  Acquisition of Chef's Catalog                        (31,000)         -     
  Acquisition of Steck-Vaughn minority interest        (40,512)         -    
  Other acquisitions and investing activities          (11,057)      (13,651)
                                                       -------       -------
Net cash used for investing activities                (268,628)     (255,371)
                                                       -------       -------
Cash flows from financing activities:  
  Proceeds from borrowings                              11,000       183,500 
  Repayment of debt                                     (3,467)     (132,000)
  Cash dividends paid                                  (26,623)      (25,237)
  Repurchase of Common Stock                              -          (20,139)
  Other equity transactions                             (1,282)         (489)
                                                       -------       -------
Net cash provided by (used for)
  financing activities                                 (20,372)        5,635 
                                                       -------       -------
Cash and equivalents
  Decrease during the period                            (9,381)      (73,473)
  Beginning balance                                     82,644       532,862 
                                                      --------      --------
  Ending balance                                      $ 73,263      $459,389 
                                                      ========      ========






See Notes to Condensed Consolidated Financial Statements.
</TABLE>
                                       3<PAGE>
[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  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  53% of  the common  stock  of NMG.    The Company  does not
    include  in its  earnings  that portion  of  NMG earnings  (currently 47%)
    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.

2.  Acquisition of minority interest in Steck-Vaughn Publishing Corporation

    On  January  30,  1998,  the  Company  completed  its  acquisition  of the
    minority  interest in Steck-Vaughn  Publishing Corporation  for $14.75 per
    share,  or approximately  $40.5  million.   The  consideration due  to the
    former  shareholders of  Steck-Vaughn was paid  in full  in February 1998.
    The  transaction had  the effect of  increasing goodwill  by $29.7 million
    and  decreasing the  Company's minority interest  by $10.9  million on its
    balance sheet.

3.  Earnings per share

    Pursuant to the provisions of Statement of  Financial Accounting Standards
    No. 128, "Earnings per Share," the net  earnings (loss) and the number  of
    weighted average shares used in computing  basic and diluted earnings  per
    share (EPS) are as follows:
<TABLE>
<CAPTION>
                                   Six Months Ended       Three Months Ended  
                                ---------------------   ----------------------
                                April 30,   April 30,   April 30,    April 30,
    (in thousands)                   1998        1997        1998         1997 
                                ---------   ---------   ---------    ---------
    <S>                         <C>          <C>          <C>           <C>
    Net earnings (loss)         ($31,696)    $17,746      (17,250)      $3,074 
    Less: dividends on Series            
      A Cumulative Convertible
      Stock                         (472)       (468)        (229)        (232)
    Net earnings (loss) for      -------     -------      -------        -----
      computation of basic EPS   (32,168)     17,278      (17,479)       2,842 
    Add: dividends on assumed
      conversion of Series A
      Cumulative Convertible 
      Stock                         -            468         -             232 
                                 -------     -------      -------        -----        
      Net earnings (loss) for
      computation of diluted EPS ($32,168)   $17,746     ($17,479)     $ 3,074 
                                 ========    =======      =======      =======
</TABLE>
                                       4<PAGE>




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


3.  Earnings per share  (continued)

<TABLE>
<CAPTION>
                                    Six Months Ended       Three Months Ended
                                 ----------------------  --------------------
                                 April 30,    April 30,  April 30,   April 30,
    (in thousands of shares)          1998         1997       1998        1997
                                 ---------    ---------  ---------   ---------
    <S>                             <C>          <C>        <C>         <C>
    Shares for computation of 
         basic EPS                  70,808       70,874     70,837      70,740

    Add: assumed conversion of 
         Series A Cumulative 
         Convertible Stock            -           1,255        -         1,252

    Add: effect of assumed 
         option exercises             -             103        -            89
                                 ---------     --------   --------    --------
    Shares for computation 
         of diluted EPS             70,808       72,232     70,837      72,081
                                 =========     ========   ========    ========
</TABLE>
    Options  to  purchase 733,589  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 EPS  because of the  net
    loss in the first three and six months of 1998.   


4.  Subsequent events

    In  May 1998, the Company signed a  definitive merger agreement to acquire
    Mosby, Inc.  from Times  Mirror for  approximately $415  million in  cash.
    Mosby   is  a publisher  of books  and periodicals in  professional health
    sciences, including  nursing, allied  health and  medicine. Completion  of
    the  transaction  is  subject to  normal  terms and  conditions, including
    approval by Federal antitrust  authorities.  After the closing, Mosby will
    become part of the Company's Worldwide  Scientific, Technical and  Medical
    Group.  

    In May  1998, NMG issued  $250 million of senior  notes and debentures  to
    the  public.   NMG will use  the proceeds of  this debt  offering to repay
    borrowings  outstanding on  its revolving credit  agreement.   The debt is
    comprised of  $125 million 6.65%  senior notes due  2008 and $125  million
    7.125% senior debentures due 2028.












                                       5<PAGE>
[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)  from operations
by business segment.

<CAPTION>
                                     Six Months                  Three Months  
                              -------------------------------------------------
                                   Ended April 30,              Ended April 30,
                              -----------------------         -----------------
(In thousands)                      1998         1997         1998         1997
                              ----------   ----------    ---------   ----------
Revenues:
<S>                           <C>          <C>           <C>         <C>
  Publishing and 
    educational services      $  648,503   $  442,675    $  328,378  $  218,080 
  Specialty retailing          1,288,886    1,206,050       708,387     661,947 
                              ----------   ----------    ----------  ----------
    Total revenues            $1,937,389   $1,648,725    $1,036,765  $  880,027 
                              ==========   ==========    ==========  ==========
Operating earnings (loss):
  Publishing and 
    educational services     ($   61,599) ($   50,420)  ($   34,032)($   31,097)
  Specialty retailing            128,400      116,624        65,369      54,312 
  Corporate expenses             (17,209)     (18,939)       (8,329)     (8,236)
    Total operating           ----------   ----------    ----------  ---------- 
      earnings                $   49,592   $   47,265    $   23,008  $   14,979
                              ==========   ==========    ==========  ==========
</TABLE>
Six Months Ended April 30, l998 Compared to Six Months Ended April 30, l997

Publishing and Educational Services
Revenues  from   the  Harcourt  Brace  publishing   and  educational  services
businesses increased $205.8  million, or  46.5%, compared to  the same  period
last  year, primarily as  a result of  revenues generated by  the NEC entities
acquired in  June 1997.  The  Education Group's revenues rose  49.9% to $165.4
million, reflecting primarily  the addition of  the Steck-Vaughn  supplemental
educational  publishing  business.   Revenues  of  the  Lifelong Learning  and
Assessment Group increased to $264.2 million in the first six months of fiscal
1998 from $138.2 million in the first six months of fiscal 1997.  The increase
in  this group's revenues resulted  from the newly-acquired  operations of ICS
Learning  Systems and NETg  and to a  lesser extent  from the higher  sales of
testing and  assessment products.   The  operations of  Drake Beam Morin,  the
Company's professional services and outplacement business, are now included in
this  group.   The  Worldwide Scientific,  Technical  and Medical  (STM) Group
revenues increased  12.7% in  the first  six months of  fiscal 1998  to $218.9
million,  primarily  due  to  the  acquisition  of  Churchill  Livingstone  in
September 1997.

The publishing and educational services businesses incurred  an operating loss
of $61.6 million in the first six  months of fiscal 1998, increasing by  $11.2
million from a loss of $50.4 million  in the first six months of fiscal  1997.
The  higher  loss resulted  primarily  from  the incremental  amortization  of
intangible  assets  associated with  the acquisition  of  ICS and  NETg, which
offset  higher  earnings  in the  testing  and  assessment  operations of  the
Lifelong  Learning  and  Assessment  Group.    Worldwide  STM  Group  earnings
increased slightly, primarily  as a  result of incremental  earnings from  the
acquisition  of  Churchill  Livingstone  and  improved  operating  margins  at
Academic  Press, offset  in part  by higher  amortization costs  of intangible
assets.  The  Education Group's loss  decreased due to  smaller losses in  its
elementary  and secondary school businesses and higher earnings in its college
business.
                                       6<PAGE>

[PAGE]

                            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 31,  1998 are consolidated with  the
operating results of the Company for the six months ended April 30, 1998. 

Revenues  in the  twenty-six  weeks ended  January  31, 1998  increased  $82.8
million or 6.9% over revenues in  the twenty-six weeks ended February 1, l997.
Neiman Marcus Stores and Bergdorf Goodman revenues rose, reflecting comparable
sales increases  of 7.2% and 9.9%,  respectively, in the first  half of fiscal
1998.   Revenues at  NM Direct  increased slightly, due  to sales  from Chef's
Catalog, a direct marketer of gourmet cookware and high-end kitchenware, which
was acquired by NMG on January 5, 1998.

Operating earnings increased 10.1% to $128.4 million primarily  as a result of
the higher  sales volume.  The increase  also included improved gross margins,
resulting from lower markdowns  as a percentage of revenues  during the fiscal
1998 holiday season.

Investment Income
Investment  income decreased to $3.4 million  compared to $21.4 million in the
same  six  month period  in  1997.    The Company  liquidated  its  investment
portfolio in June 1997 to partially fund the acquisition of NEC.

Interest Expense
Interest  expense increased to  $54.1 million from  $41.8 million  in the same
period last year.   The increase in interest  expense is primarily due  to the
interest incurred on fixed-rate debt issued by the Company in August 1997, the
proceeds from  which were used to  partially fund the acquisitions  of NEC and
Churchill Livingstone.  The interest expense in the first six months of fiscal
1998 includes  a lower amount of interest incurred by NMG in comparison to the
1997 period,  resulting from both  a lower effective  interest rate  and lower
average borrowings by NMG.

Minority interest
The  Company recorded  minority  interest in  the  earnings of  its  specialty
retailing operations of $31.0 million in the first six months  of fiscal 1998.
The Company began recognizing the minority interest in NMG (currently  47%) in
its statement of  operations in the  fourth quarter  of fiscal 1997.   In  the
first six months of fiscal 1997, the Company  recorded 100% of the earnings of
NMG  to the  extent that  the Company  had previously  absorbed losses  of NMG
applicable to the minority  interest.  The Company fully  recovered previously
absorbed losses in the fourth quarter of 1997.

Three Months Ended April 30, 1998 Compared to Three Months Ended April 30,
1997

Publishing and Educational Services
Revenues from Harcourt  Brace publishing and  educational services  businesses
increased $110.3  million, or 50.6%,  compared to the  same period last  year,
primarily as  a result  of revenues  generated by  the  recently acquired  NEC
companies  acquired in June 1997.  The  Education Group revenues rose 69.1% to
$72.3  million,   reflecting  primarily  the  addition   of  the  Steck-Vaughn
supplemental  educational publishing  business and  higher elementary  program
sales.   Revenues of the Lifelong  Learning and Assessment Group  increased to
$142.3 million from $76.1 million in the same period last year. 

                                       7<PAGE>

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

Publishing and Educational Services (continued)
The  increase  in  this  group's  revenues  resulted  from the  newly-acquired
operations  of ICS  Learning Systems  and NETg  and from  substantially higher
sales of testing and assessment products.

The Worldwide Scientific, Technical and Medical (STM) Group revenues increased
14.7%  to  $113.8  million, primarily  due  to  the  acquisition of  Churchill
Livingstone in September 1997 and increased sales volume at Academic Press.

The publishing and educational services businesses  incurred an operating loss
of $34.0  million in the  second quarter of fiscal  1998, an increase  of $2.9
million compared to a loss of $31.1 million in the fiscal 1997 second quarter.
The higher  loss  resulted  primarily from  the  incremental  amortization  of
intangible  assets  associated with  the acquisition  of  ICS and  NETg, which
offset  higher  earnings  in the  testing  and  assessment  operations of  the
Lifelong Learning  and Assessment  Group.   Worldwide  STM earnings  increased
significantly  primarily due to higher operating margins at Academic Press and
incremental  earnings from  the  acquisition of  Churchill  Livingstone.   The
Education  Group's loss  decreased  primarily due  to  smaller losses  in  its
elementary school business.

Specialty Retailing
Specialty  retailing results  are reported  with a  lag of  one quarter.   The
operating  results of NMG  for the thirteen  weeks ended January  31, 1998 are
consolidated with  the operating results of  the Company for the  three months
ended April 30, 1998.

Revenues  in the thirteen weeks ended January 31, l998 increased $46.4 million
or 7.0%  over revenues  in the  thirteen weeks  ended February  1, l997.   The
increase in revenues reflected  an overall comparable sales increase  of 6.3%.
Each of NMG's operating  units reported higher comparable revenues.   Revenues
of Chef's Catalog were included for the month of January 1998.

Operating  earnings increased 20.4% to $65.4 million compared to $54.3 million
in the prior year period.   The increase was primarily due to  higher revenues
and to improved gross margins which resulted from a lower markdown rate during
the fiscal 1998 holiday season as compared to fiscal 1997.

Investment Income
Investment income decreased $8.8 million to  $1.9 million in 1998 compared  to
the same  1997 quarter.   The Company  liquidated its investment  portfolio in
June 1997 to partially fund the acquisition of NEC. 

Interest Expense
Interest expense increased $6.3 million  or 29.9% compared to the  same period
last  year.  The increase is primarily  due to interest incurred on fixed-rate
debt  issued by the Company in August 1997, the proceeds of which were used to
partially fund the acquisitions of NEC and Churchill Livingstone.

Minority Interest
The  Company recorded  minority  interest in  the  earnings of  its  specialty
retailing operations  of $15.7 million in  the second quarter of  fiscal 1998.
The Company began recognizing the minority interest  in NMG (currently 47%) in
its statement of operations in the fourth quarter of fiscal 1997.

                                      8<PAGE>

[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 six months ended April 30, l998
was  $279.6  million.   The  publishing  and  educational services  businesses
provided  $154.4  million of  cash  from  operations  while  NMG's  operations
provided  $125.2 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
agreement  to  fund  working  capital  for  the  holiday  season  and  capital
expenditures.  The primary items affecting working capital were a decrease  in
accounts receivable  ($107.2 million) and  an increase in  current liabilities
($32.3 million).

Cash flows used by investing activities were $268.6 million for the six months
ended April 30,  1998.   The Company's investing  activities included  capital
expenditures  totaling $114.2  million.   Publishing and  educational services
capital  expenditures in  the six  month period  ended April 30,  1998 totaled
$77.6 million and were related  principally to expenditures for prepublication
costs.    Capital  expenditures  in  the publishing  and  educational  service
business are expected to approximate $180.0 million in fiscal 1998.  Specialty
retailing  capital expenditures in the  1998 period totaled  $36.6 million and
were primarily related  to the construction  of a new  Neiman Marcus store  in
Hawaii,  expected to open in  September 1998, and  existing store renovations.
Capital expenditures for NMG in fiscal 1998 are expected to approximate $100.0
million.

Financing activities  reflect additional  borrowings by  NMG of  $25.0 million
under its revolving credit agreement, as well as the repayment and termination
of Steck-Vaughn's revolving credit agreement in the amount of $14.0 million.

At  April 30, 1998, the Company had  available the entire $750.0 million under
its revolving  credit facility with 18  banks.  The agreement  expires in July
2002.   NMG had $325.0  million available at  January 31, 1998  under its $650
million revolving  credit facility,  which expires  in October  2002.  In  May
1998, NMG issued $250 million of  senior notes and debentures, the proceeds of
which will be used to repay borrowings under its revolving credit facility.

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,  and the acquisition  of
Mosby, Inc.

Year 2000
The  Company has evaluated the  effect of the  year 2000 date  on its computer
systems and is implementing  plans to ensure its systems and applications will
efficiently process information necessary to support ongoing operations in the
year 2000  and beyond.   The  Company is engaging  both internal  and external
resources  to reprogram and  test its systems  for year 2000  compliance.  The
Company currently anticipates substantially  completing the year 2000  project
in June  1999.  Based on  management's current estimates, the  costs of system
modifications  and enhancements,  which  have been  and  will be  expensed  as
incurred, are not  expected to be material to the results of operations or the
financial position of  the Company.   Additionally, the  Company continues  to
invest  in new technology in  connection with its  ongoing systems development
plans.
                                      9<PAGE>

[PAGE]

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

Year 2000 (continued)

The  Company has initiated  communications with its  significant suppliers and
customers to determine the extent to which the Company's interface systems and
operations  are vulnerable to  failure of those  parties to rectify  their own
year 2000  issues.   There  can  be no  assurance that  the  systems of  other
companies on  which the Company's systems  rely will be converted  on a timely
basis and will not have an adverse effect on the Company's operations.

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; 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.

Important  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;  changes in demographic
or  retail environments;  competitive  influences;  significant  increases  in
paper, printing and  postage costs;  and changes in  NMG's relationships  with
designers and other resources.   For more information, see the NMG's  filings
with the Securities and Exchange Commission.


















                                      10<PAGE>
[PAGE]

                            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 13, 1998. 
            The following matters were voted upon at the meeting:

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

                  William F. Connell                Robert A. Smith

                  For       60,299,011              For       60,270,347
                  Withheld     487,008              Withheld     515,672

                  Maurice Segall                    Hugo Uyterhoeven

                  For       60,263,362              For       60,292,720
                  Withheld     522,657              Withheld     493,299

            2.    Ratification of the appointment of Deloitte & Touche LLP  as
                  the Company's independent auditors for the 1998 fiscal year.

                  For       60,683,785
                  Against       34,493
                  Abstain       67,740
                  Non-Voting         0


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

    (a)     Exhibits.

     10.1   Harcourt General, Inc. Deferred Compensation Plan for Non- 
            Employee Directors

     27.1   Financial data schedule

    (b)     Reports on Form 8-K.

            The Company filed a Current  Report on Form 8-K on March  30, 1998
            restating  prior  period  Financial  Data  Schedules  in order  to
            reflect changes in earnings per share resulting from  the adoption
            of Statement of Financial Accounting Standards  No. 128, "Earnings
            Per Share".












                                      11<PAGE>

[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: June 15, 1998                              /S/ John R. Cook
                                                 John R. Cook
                                                 Senior Vice President and 
                                                 Chief Financial Officer



Date: June 15, 1998                              /S/ Catherine N. Janowski
                                                 Catherine N. Janowski
                                                 Vice President and Controller 






























                                      12<PAGE>