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, 1997                    
 
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, 1997, 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                                50,722,669
Class B Stock, $1.00 Par Value                               20,023,687

                                        <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, 1997 and October 31, l996                       1

            Condensed Consolidated Statements of Earnings
              for the Three and Six Months Ended
              April 30, l997 and l996                                   2

            Condensed Consolidated Statements of Cash Flows
              for the Six Months Ended April 30, l997
              and l996                                                  3

            Notes to Condensed Consolidated Financial
              Statements                                                4-7

  Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations                       8-12




Part II.    Other Information

  Item 4.   Submission of Matters to a Vote of Security Holders         13

  Item 6.   Exhibits and Reports on Form 8-K                            13

Signatures                                                              14

Exhibit 3.1                                                             15-41

Exhibit 10.1                                                            -

Exhibit 11.1                                                            42

Exhibit 27.1                                                            43

                                        <PAGE>
 
<TABLE>
                                        HARCOURT GENERAL, INC.
                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                              (UNAUDITED)
<CAPTION>
(In thousands)                                     April 30,      October 31,
                                                        1997             l996
Assets
Current assets:
<S>                                              <C>              <C>
  Cash and equivalents                            $ 459,389        $ 532,862 
  Short-term investments                            340,769          242,054 
  Undivided interests in NMG Credit
    Card Master Trust                               180,428          114,392 
  Accounts receivable, net                          192,388          294,718 
  Inventories                                       596,435          592,141 
  Deferred income taxes                              77,491           77,491 
  Other current assets                               82,269           79,607 
    Total current assets                          1,929,169        1,933,265 

Property and equipment, net                         564,257          574,926 

Other assets:
  Prepublication costs, net                         208,130          209,519 
  Intangible assets, net                            446,907          456,494 
  Other                                             158,076          152,034 
    Total other assets                              813,113          818,047 
Total assets                                     $3,306,539       $3,326,238 

Liabilities and Shareholders' Equity
Current liabilities:
  Notes payable and current maturities
    of long-term liabilities                     $  136,970        $ 163,717 
  Accounts payable                                  252,150          315,108 
  Accrued liabilities                               326,423          333,205 
  Taxes payable                                      25,090           77,548 
  Other current liabilities                         131,323           58,769 
    Total current liabilities                       871,956          948,347 

Long-term liabilities:
  Notes and debentures                              792,342          714,282 
  Other long-term liabilities                       232,593          224,792 
    Total long-term liabilities                   1,024,935          939,074 

Deferred income taxes                               187,632          187,632 

Commitments and contingencies

Minority interest                                   217,653          217,653 
Shareholders' equity:
  Preferred stock                                     1,134            1,152 
  Common stock                                       70,745           71,119 
  Paid-in capital                                   744,217          743,947 
  Cumulative translation adjustments                 (6,363)          (4,493)
  Retained earnings                                 194,630          221,807 
      Total shareholders' equity                  1,004,363        1,033,532 
  Total liabilities and shareholders' equity     $3,306,539       $3,326,238 



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

<TABLE>
                                        HARCOURT GENERAL, INC.
                             CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                              (UNAUDITED)
<CAPTION>
(In thousands except for per share amounts)

                                        Six Months            Three Months    
                                      Ended April 30,        Ended April 30,  
                                     1997        1996        1997       1996 

<S>                            <C>         <C>           <C>        <C>
Revenues                       $1,648,725  $1,542,784    $880,027   $844,343 

Costs applicable to revenues    1,019,652     961,367     564,816    543,127 
Selling, general and 
  administrative expenses         562,869     498,514     291,996    263,235 
Corporate expenses                 18,939      15,840       8,236      8,437 

Operating earnings                 47,265      67,063      14,979     29,544 

Investment income                  21,375      15,423      10,781      7,249 
Interest expense                  (41,753)    (41,445)    (21,103)   (20,990)

Earnings before income taxes       26,887      41,041       4,657     15,803 
      
Income taxes                       (9,141)    (13,954)     (1,583)    (5,373)

Net earnings                   $   17,746  $   27,087    $  3,074   $ 10,430 

Weighted average number of
  common and common equivalent
  shares outstanding               72,232      73,155      72,081     72,949 

Net earnings per common share  $      .25  $      .37    $    .04   $    .14 

Dividends per share:
  Common Stock                 $      .36  $      .34    $    .18   $    .17 
  Class B Stock                $     .324  $     .306    $   .162   $   .153 
  Series A Stock               $     .411  $     .389    $  .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)
                                                                  
                                                                  
                                                                Six Months      
                                                             Ended April 30,  
                                                             1997       1996 

Cash flows from operating activities:
<S>                                                      <C>        <C>
  Net earnings                                           $ 17,746   $ 27,087 
  Adjustments to reconcile net earnings
     to net cash provided by operating
     activities:
       Depreciation and amortization                      102,611     84,429 
       Other items                                          4,991      1,188 
       Changes in current assets and liabilities:
         Accounts receivable                              108,867     94,954 
         Inventories                                       (2,112)   (14,742)
         Other current assets                              (2,356)    (8,911)
         Current liabilities                              (53,484)   (24,932)
                                                                             

Net cash provided by operating activities                 176,263    159,073 

Cash flows from investing activities:
  Capital expenditures                                    (76,969)  (131,498)
  Purchases of available-for-sale investments            (271,915)  (126,196)
  Maturities of available-for-sale investments            173,200    188,332 
  Purchases of held-to-maturity investments              (342,971)  (309,851)
  Maturities of held-to-maturity investments              276,935    244,565 
  Acquisitions                                             (6,148)   (17,467)
  Other investing activities                               (7,503)   (25,589)

Net cash used for investing activities                   (255,371)  (177,704)

Cash flows from financing activities:  
  Proceeds from borrowings                                183,500    108,550 
  Repayment of debt                                      (132,000)      (764)
  Repurchase of Common Stock                              (20,139)   (67,150)
  Dividends paid                                          (25,237)   (24,042)
  Other financing activities                                 (489)     1,899 

Net cash provided by 
  financing activities                                      5,635     18,493 

Cash and equivalents
  Decrease during the period                              (73,473)      (138)
  Beginning balance                                       532,862    363,750 

  Ending balance                                         $459,389   $363,612 




   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 April 30, l997  Condensed
    Consolidated Financial Statements include  the February 1,  l997 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 is entitled to 100%  of the earnings of NMG to
    the  extent  that  the  Company  has  previously  absorbed  losses  of NMG
    applicable to the minority interest.

    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 prior  period amounts  have been  reclassified to  conform to
    current period presentation.

2.  Stock purchase program

    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 six  months ended April 30, 1997,  the
    Company purchased approximately .4 million shares  at an average price  of
    $45.56 per share under this buyback program.

3.  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  a 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 NMG
    Credit Card Master Trust  from its accounts receivable on the consolidated
    balance sheets.  The  undivided interests in NMG Credit Card  Master 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  NMG Credit  Card Master Trust
    represent securities  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 NMG  Credit
    Card Master Trust approximates fair value.


                                       4<PAGE>



                            HARCOURT GENERAL, INC.

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


4.  Short-term investments

    Short-term  investments  consist  of  commercial  paper,  certificates  of
    deposit,   corporate   debt  securities,   U.S.   Government   and  agency
    securities.   All such  investments are  classified as available-for-sale.
    The carrying values of short-term investments were as follows:
<TABLE>
<CAPTION>
                                           April 30,   October 31,   October 31,
                                                1997          1996          1995

        <S>                                <C>         <C>           <C>
        Corporate debt securities          $144,780    $  144,673    $  184,758 
        Government and agency                80,301        73,936        28,337 
        Certificates of deposit              47,981        21,102        20,150 
        Commercial paper                     67,707         2,343         9,828 
                                           $340,769    $  242,054    $  243,073 
</TABLE>

     The duration of short-term investments is generally one year or less.
     Therefore, the Company  is not subject  to significant interest  rate
     risk which would cause fair value to materially diverge from carrying
     value.  Gross realized and unrealized gains and losses in the periods
     presented were not material. In May 1997, all of the Company's short-
     term  investments were  sold  to partially  fund  the acquisition  of
     National Education Corporation, resulting in a loss of $.4 million.

5.   Intangible assets

     Intangible assets are  amortized over their estimated useful lives as
     follows: goodwill  (10-40 years),  trademarks (40  years) and   other
     (11-15 years).  The amortization periods are determined on a case  by
     case basis and reviewed for impairment as required. Other  intangible
     assets  consist primarily  of publication  rights and  mailing lists.
     The gross amount of goodwill by amortization period was as follows:

<TABLE>
<CAPTION>
                                   April 30,       October 31,       October 31,
        Period                          1997              1996              1995

        <S>                         <C>               <C>               <C>
        40 years                    $400,837          $400,540          $385,174
        15 years                      76,298            75,890            77,590
        10 years                       5,787             5,787             2,736
                                    $482,922          $482,217          $465,500
</TABLE>








                                       5 <PAGE>
 


                            HARCOURT GENERAL, INC.

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)



6.   Exercise of stock options

     The range of option  prices for options exercised in the six months  ended
     April 30,  1997 was  $21.12 -  $33.25.  The  ranges of  option prices  for
     options exercised in fiscal  years 1996 and 1995  were $21.12 - $32.25 and
     $13.34 - $32.36, respectively.

7.   Revenue recognition

     The  Company recognizes publishing  revenues principally  upon shipment of
     products, net  of a  provision for  returns based  on sales.  Subscription
     revenues are generally collected in advance.   These revenues are deferred
     and recognized pro-rata as related issues  are shipped.  Contract revenues
     are  recognized as  services are provided.  Revenues from retail sales are
     recognized at point-of-sale or upon shipment.

8.   Issuance of a subsidiary's stock

     Upon issuances of  shares of a subsidiary's stock, the Company's policy is
     to  record the  difference between  its  carrying value  per share  of the
     subsidiary's stock  and the offering price  per share  of the subsidiary's
     stock, net of estimated taxes, as an adjustment to paid-in capital. 

9.   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 six month and three  month periods ended April 30, 1997 and
     1996.





                                       6<PAGE>




                            HARCOURT GENERAL, INC.

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


10.  Subsequent event

     On   June  5,  1997,   the  Company   acquired  through   a  tender  offer
     approximately  95.6%  of  the  issued  and  outstanding  common shares  of
     National Education  Corporation ("NEC") for  approximately $723.4  million
     or $21.00  per share.   On June 10,  1997, pursuant to a  merger agreement
     with NEC,  a subsidiary of the Company  was merged with  and into NEC, and
     the remaining 1.6 million outstanding common  shares of NEC not previously
     purchased by the Company were converted into  the right to receive  $21.00
     in  cash.   In  aggregate,  the Company  expects  the total  cost of  this
     acquisition to approximate  $850.0 million, including the purchase of  all
     of the  outstanding NEC shares  and acquisition-related fees and expenses.
     The source of funds  for such payment  is cash and equivalents and  short-
     term  investments  on  hand  and  $300  million  in  borrowings  under its
     existing revolving credit agreement.

     NEC  is  a global  provider  of  print  and  interactive multimedia  based
     products and services for the education  and training marketplace.   NEC's
     business  is conducted  primarily  through  three operating  entities, ICS
     Learning  Systems,  Inc.  ("ICS"),  Steck-Vaughn  Publishing   Corporation
     ("Steck-Vaughn"), and  National Education Training  Group, Inc.  ("NETG").
     ICS provides  distance learning  opportunities in  vocational, degree  and
     professional  self-studies  to  consumers and  businesses.    Steck-Vaughn
     publishes   supplemental   educational   materials  used   in  elementary,
     secondary  and adult  education.   NETG develops, markets  and distributes
     interactive   multimedia   products  to   train   information   technology
     professionals and  end-users of technology.   NEC  holds approximately 82%
     of  the issued and  outstanding shares  of Steck-Vaughn  Common Stock, and
     the remaining  shares  of Steck-Vaughn  Common  Stock  are traded  on  the
     NASDAQ  National  Market.   Accordingly,  as  a  result  of the  Company's
     acquisition of NEC, the Company also acquired control of Steck-Vaughn.




















                                       7<PAGE>

                            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.
<TABLE>
<CAPTION>
                                       Six Months               Three Months     
                                     Ended April 30,           Ended April 30,    
(In thousands)                      1997         1996          1997      1996 
Revenues:
<S>                          <C>          <C>            <C>        <C>
  Publishing                  $  386,393   $  362,632     $ 188,011  $185,604 
  Specialty retailing          1,206,050    1,115,322       661,947   625,424 
  Professional services           56,282       64,830        30,069    33,315 
    Total revenues            $1,648,725   $1,542,784     $ 880,027  $844,343 

Operating earnings (loss):
  Publishing                 ($   52,538) ($   26,283)   ($  33,011)($ 14,949)
  Specialty retailing            116,624      101,325        54,312    48,583 
  Professional services            2,118        7,861         1,914     4,347 
  Corporate expenses             (18,939)     (15,840)       (8,236)   (8,437)
    Total operating
      earnings                $   47,265   $   67,063     $  14,979  $ 29,544 
</TABLE>

Six Months Ended April 30, l997 Compared to Six Months Ended April 30, l996

Publishing

Publishing revenues  for the six months ended April 30, l997 increased 6.6% to
$386.4 million from  $362.6 million in  the six months  ended April 30,  l996.
The   Company's international publishing group  and its scientific, technical,
medical and  professional  (STMP) publishing  group  both contributed  to  the
increase  in revenues  while its  educational publishing  group  revenues were
essentially  unchanged  from the  same period  last  year.   The international
publishing  group revenues increased primarily  due to the  acquisition in the
first quarter of both a Spanish language medical and health sciences publisher
and  international distribution  rights from  Mosby-Year Book  health sciences
publications.   Higher  journal revenues  at Academic  Press were  the primary
source of the increased revenues at the STMP publishing group.  

The publishing  operating  loss  increased  $26.3  million  to  $52.5  million
compared with the  same period last  year.  The  incremental seasonal loss  is
attributable  to the  educational  publishing group,  where  higher levels  of
selling  and  plate amortization  costs were  incurred  by the  elementary and
secondary  businesses  in  preparation   for  significant  textbook  adoptions
expected later  in the year.  This loss was slightly offset by higher earnings
at the  STMP publishing  group  in comparison  to  the prior  year,  resulting
primarily from higher sales volume of journals at Academic Press. 

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 


                                       8<PAGE>

                             HARCOURT GENERAL, INC.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

Specialty Retailing (continued)

weeks ended February 1,  1997 are consolidated with  the operating results  of
the Company for the six months ended April 30, 1997.

Revenues  in the  twenty-six  weeks ended  February  1, 1997  increased  $90.7
million or  8.1% over revenues in the twenty-six weeks ended January 27, l996.
The increase resulted  primarily from a 4.4% comparable sales increase and the
opening  of new  Neiman  Marcus stores  in King  of  Prussia, Pennsylvania  in
February 1996 and Paramus, New Jersey in August 1996.

Operating earnings increased 15.1% to $116.6 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
1997 holiday season.

Professional Services  

Professional services  revenues decreased 13.2%  to $56.3 million  compared to
the same  period last year.   The decrease is  attributed to lower  volume and
prices due to competitive conditions in both group and individual outplacement
programs.

Professional services  operating  earnings  decreased  $5.7  million  to  $2.1
million in 1997 compared to the same six month period last year, primarily due
to lower revenues.

Investment Income

Investment income increased  38.6% to $21.4 million  compared to the  same six
month period  in 1996.   The increase  is primarily  due to  a higher  average
portfolio  balance in  fiscal  1997, which  included  $268.8 million  in  cash
proceeds received in October  1996 from NMG's sale of its  common stock to the
public. 

Interest Expense

Interest expense increased slightly to $41.8 million from $41.4 million in the
same  period last year.  Higher average NMG  borrowings were offset by a lower
effective interest rate which resulted from the repayment at maturity of NMG's
fixed  rate  senior   notes  with  borrowings  under  NMG's  revolving  credit
agreement.

Income Tax Expense

The Company's  effective tax rate  is estimated  to be 34.0%  in fiscal  l997,
unchanged from fiscal 1996. 

Minority interest

In fiscal 1997, upon achievement by NMG of net earnings of approximately $70.0
million, 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.


                                       9<PAGE>


                            HARCOURT GENERAL, INC.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

                 Three Months Ended April 30, 1997 Compared to
                       Three Months Ended April 30, 1996

Publishing

Publishing  revenues increased  1.3% to  $188.0 million  compared to  the same
period  last year.   The increase  in the  quarter was  attributable to higher
international publishing  group revenues resulting  from the acquisition  of a
Spanish  language  medical and  health  sciences  publisher and  international
distribution rights from Mosby-Year  Book health science publication,  as well
as to favorable foreign  currency exchange rates.   The STMP publishing  group
revenues  increased  primarily  due to  higher  sales  volume  of journals  at
Academic  Press.   The  incremental revenues  of  the international  and  STMP
publishing groups were offset in part by a seasonal decline in revenues at the
educational publishing group, primarily related to the elementary business.  

The  publishing operating  loss increased  by $18.1  million to  $33.0 million
compared  to  $14.9 million  in  the  same period  last  year.   Higher  plate
amortization costs related  to new instructional  programs and higher  selling
costs, both incurred by the elementary and secondary businesses in preparation
for  significant textbook adoptions expected later in the year, were primarily
responsible for the seasonal loss.

Specialty Retailing

Specialty  retailing results  are reported  with a  lag of  one quarter.   The
operating  results of NMG  for the thirteen  weeks ended February  1, 1997 are
consolidated  with the operating results  of the Company  for the three months
ended April 30, 1997.

Revenues in the  thirteen weeks  ended February  1, l997  increased 5.8%  over
revenues in  the thirteen  weeks ended  January 27, l996.   A  2.5% comparable
sales increase and  the opening of a new  Neiman Marcus store in  Paramus, New
Jersey in August 1996 contributed to the improvement.

Operating  earnings increased 11.8% to $54.3 million compared to $48.6 million
in the prior year  period.  The increase was primarily  due to higher revenues
and  to  improved gross  margins  which resulted  from  lower  markdowns as  a
percentage  of revenues during the  fiscal 1997 holiday  season as compared to
fiscal 1996.

Professional Services  

Professional  services revenues decreased $3.2 million to $30.1 million in the
1997 second  quarter from $33.3 million  in 1996.  The  decrease was primarily
due to lower  volume in  the individual outplacement  programs resulting  from
competitive market conditions. 

Professional services  operating  earnings  decreased  $2.4  million  to  $1.9
million compared to the same period in  the prior year, primarily due to lower
revenues.



                                      10<PAGE>

                            HARCOURT GENERAL, INC.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


Investment Income

Investment income increased $3.5 million to $10.8 million in 1997 compared to
the same 1996 quarter.  The increase was primarily due to a higher average
portfolio balance which included the cash proceeds from NMG's sale of its
common stock.

Interest Expense

Interest expense increased $0.1 million compared to the same period last year.


                        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, l997
was  $176.3  million.    The  publishing  and  professional services  business
segments   provided  $109.2  million  of  cash  from  operations  while  NMG's
operations provided $67.1 million.   The cash  provided by the publishing  and
professional services business  segments was sufficient to  fund their working
capital   and  capital  expenditures   as  well  as   the  Company s  dividend
requirements.  NMG  increased its borrowings in order to  fund working capital
for the holiday season, capital expenditures  and the repurchase of all of its
redeemable preferred stocks from the Company.

The  primary  items  affecting  working  capital  were  decreases in  accounts
receivable ($108.9 million) and current liabilities ($53.5 million).

Cash flows used by investing activities were $255.4 million for the six months
ended April 30,  1997.   The Company's investing  activities included  capital
expenditures totaling  $77.0 million.  Publishing capital  expenditures in the
six month period  ended April 30, 1997 totaled $53.7  million and were related
principally to expenditures for prepublication costs.  Capital expenditures in
the publishing business are  expected to approximate $150.0 million  in fiscal
1997.  Specialty  retailing capital  expenditures in the  1997 period  totaled
$23.3  million and  were  primarily related  to  store renovations.    Capital
expenditures for NMG in fiscal 1997 are expected to approximate $55.0 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 an 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.







                                      11<PAGE>

                            HARCOURT GENERAL, INC.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


Financing activities reflect  additional borrowings by  NMG of $183.5  million
under  its revolving credit agreement, which included borrowings made to repay
$132.0 million of senior notes at maturity.  Financing activities also reflect
the payment of $25.2 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.

At April 30, 1997, the Company  had $400 million available under its revolving
credit agreement with thirteen banks.  The agreement expires in December 1999.
NMG had $130 million available at February 1, 1997 under  its revolving credit
facility, which expires in April 2000.

The acquisition of  National Education  Corporation (NEC) on  June 5, 1997  is
expected to cost approximately $850.0 million and will be funded with cash and
equivalents  and  short-term  investments  on hand  and  borrowings  under the
revolving credit agreement.  The Company continues to believe that its cash on
hand,  cash generated from operations and its current and future debt capacity
will  be sufficient to  fund its planned  capital growth and  the repayment of
$125 million of its subordinated notes in  June 1997, as well as its operating
and dividend requirements.


































                                      12<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 14,  1997.   The
     following matters were voted upon at the meeting:

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

         Gary L. Countryman                       Brian J. Knez

         For          61,324,277                  For         61,881,806
         Withheld        755,466                  Withheld       197,937

         Jack M. Greenberg                        Richard A. Smith

         For          61,884,929                  For         61,870,739
         Withheld        194,814                  Withheld       209,004

     2.  Approval  of an increase in the Company's authorized shares of Common
         Stock and Class B Stock.

         For          56,584,012
         Against       5,396,748
         Abstain          98,983

     3.  Approval of the Company's 1997 Incentive Plan.

         For          49,899,536
         Against       6,258,483
         Abstain       1,277,725
         Non-voting    4,643,999

     4.  Ratification  of  the appointment  of  Deloitte &  Touche LLP  as the
         Company's independent auditors for the 1997 fiscal year.

         For          61,963,499
         Against          57,987
         Abstain          58,257
         Non-Voting            0

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

         (a)    Exhibits.

                  3.1    Restated    Certificate    of
                         Incorporation   of   Harcourt
                         General, Inc.

                  10.1   Harcourt  General, Inc.  1997
                         Incentive Plan,  incorporated
                         herein   by   reference    to
                         Exhibit  A to  the  Company's
                         Definitive    Schedule    14A
                         (Definitive  Proxy  Statement


                                      13<PAGE>

                         and   Definitive   Additional
                         Materials),  dated   February
                         4,  1997, and  filed with the
                         Commission. 



                            HARCOURT GENERAL, INC.

                                    PART II



Item 6.  Exhibits and Reports on Form 8-K. (continued)

         (a)    Exhibits (continued)

                  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 did not file any reports on Form 8-K during the 
quarter ended April 30, 1997.






























                                      14<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 16, 1997                                   s/John R. Cook          
                                                    John R. Cook
                                                    Senior Vice President and 
                                                    Chief Financial Officer



Date: June 16, 1997                                   s/Stephen C. Richards   
                                                    Stephen C. Richards
                                                    Vice President and 
                                                    Controller
                                                    Principal Accounting 
                                                    Officer
































                                      15<PAGE>