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



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



      For the Quarter Ended             July 31, 1999



      Commission File Number                1-4925



                             HARCOURT GENERAL,INC.

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

                  Delaware                               04-1619609
      (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)           Identification No.)



      27 Boylston Street, Chestnut Hill, MA                       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 September 8,  1999, the  number of  outstanding shares  of each  of the


issuer's classes of common stock was:

           Class                                    Outstanding Shares
Common Stock, $1 Par Value                            51,135,503
Class B Stock, $1 Par Value                           20,020,336





                            HARCOURT GENERAL, INC.


                                   I N D E X



Part I. Financial Information                                     Page Number

  Item 1.   Condensed Consolidated Balance Sheets as of
              July 31, 1999 and October 31, 1998                        1

            Condensed Consolidated Statements of Earnings for
              the Nine and Three Months Ended
              July 31, 1999 and 1998                                    2

            Condensed Consolidated Statements of Cash Flows for
              the Nine Months Ended July 31, 1999 and 1998              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 6.   Exhibits and Reports on Form 8-K                            12

Signatures                                                              13

Exhibit 10.1

Exhibit 10.2

Exhibit 27.1




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

<CAPTION>
(In thousands)                                         July 31,    October 31,
                                                           1999           1998
                                                     ----------    -----------
<S>                                                  <C>            <C>
Assets
Current assets:
  Cash and equivalents                               $   62,743     $  115,200
  Undivided interests in NMG Credit
    Card Master Trust                                   185,268        138,867
  Accounts receivable, net                              536,260        479,569
  Inventories                                           800,747        706,586
  Deferred income taxes                                 169,354        114,794
  Other current assets                                   92,875         94,024
                                                     ----------    -----------
    Total current assets                              1,847,247      1,649,040

Property and equipment, net                             668,814        645,213

Other assets:
  Prepublication costs, net                             311,272        252,831
  Goodwill, net                                       1,586,166      1,614,369
  Other intangible assets, net                          125,824        183,431
  Other                                                 109,977        104,215
                                                     ----------    -----------
    Total other assets                                2,133,239      2,154,846
                                                     ----------    -----------
    Total assets                                     $4,649,300     $4,449,099
                                                     ==========     ==========

Liabilities and Shareholders' Equity
Current liabilities:
  Notes payable and current maturities of
    long-term liabilities                            $  168,801     $   10,013
  Accounts payable                                      361,682        392,417
  Taxes payable                                          65,079         20,928
  Other current liabilities                             724,267        701,212
                                                     ----------    -----------
    Total current liabilities                         1,319,829      1,124,570

Long-term liabilities:
  Notes and debentures                                1,644,170      1,729,459
  Other long-term liabilities                           259,817        258,621
  Deferred income taxes                                 118,162        118,162
                                                     ----------    -----------
    Total long-term liabilities                       2,022,149      2,106,242


Minority interest                                       321,445        292,565

Shareholders' equity:
  Preferred stock                                           894            914
  Common stock                                           71,119         71,029
  Paid-in capital                                       747,905        745,679
  Accumulated other comprehensive loss                  (12,886)       (15,407)
  Retained earnings                                     178,845        123,507
                                                     ----------    -----------
    Total shareholders' equity                          985,877        925,722
                                                     ----------    -----------

  Total liabilities and shareholders' equity         $4,649,300     $4,449,099
                                                     ==========     ==========


See Notes to Condensed Consolidated Financial Statements.
</TABLE>
                                       1
<TABLE>
                                        HARCOURT GENERAL, INC.
                             CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                              (UNAUDITED)

<CAPTION>
(In thousands except for
 per share amounts)                      Nine Months           Three Months
                                         Ended July 31,        Ended July 31,
                                     1999         1998        1999       1998
                                  ----------  ----------  ---------- -----------
<S>                               <C>         <C>         <C>         <C>
Revenues                          $3,447,084  $3,099,059  $1,304,779  $1,161,670

Costs applicable to revenues       1,805,125   1,678,568     585,331     559,441
Selling, general and
  administrative expenses          1,306,864   1,121,990     430,661     370,530

Corporate expenses                    28,323      26,434       9,540       9,224
                                  ----------  ----------  ----------  ----------
Operating earnings                   306,772     272,067     279,247     222,475

Investment and other income           11,969       3,984       7,465         623

Interest expense                     (98,556)    (80,338)    (33,372)    (26,268)
Earnings before income taxes and  ----------  ----------  ----------  ----------
  minority interest                  220,185     195,713     253,340     196,830

Income tax expense                   (83,670)    (74,371)    (96,269)    (74,795)
                                  ----------  ----------  ----------  ----------
Earnings before
  minority interest                  136,515     121,342     157,071     122,035

Minority interest in net earnings
  of subsidiaries                    (39,097)    (42,238)    (16,578)    (11,235)
                                  ----------  ----------  ---------- -----------

Net earnings                       $  97,418    $ 79,104   $ 140,493    $110,800
                                  ==========  ==========  ========== ===========
Weighted average number of
  common and common equivalent
  shares outstanding:

  Basic                               71,093      70,843      71,133      70,912
                                    ========    ========    ========    ========
  Diluted                             72,160      72,132      72,185      72,142
                                    ========    ========    ========    ========

Earnings per common
  share:

  Basic                             $   1.36    $   1.11    $   1.97    $   1.56
                                    ========    ========    ========    ========
  Diluted                           $   1.35    $   1.10    $   1.95    $   1.54
                                    ========    ========    ========    ========

Dividends per share:

  Common Stock                      $    .60    $    .57    $    .20    $     .19
                                    ========    ========    ========    =========
  Class B Stock                     $    .54    $   .513    $    .18    $    .171
                                    ========    ========    ========    =========
  Series A Stock                    $  .6825    $  .6495    $  .2275    $   .2165
                                    ========    ========    ========    =========



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




                                       2

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

<CAPTION>
(In thousands)                                                 Nine Months
                                                               Ended July 31,
                                                           -------------------
                                                                1999      1998
Cash flows from operating activities:                      --------- ---------

<S>                                                        <C>       <C>
Net earnings                                               $  97,418 $  79,104
Adjustments to reconcile net earnings
    to net cash provided by operating activities:
      Depreciation and amortization                          240,998   219,934
      Minority interest                                       39,097    42,238
      Other items                                             (7,491)   (6,012)
      Changes in current assets and liabilities:
        Accounts receivable                                  (52,872) (106,589)
        Inventories                                          (90,809)  (51,586)
        Other current assets                                     557     6,028
        Accounts payable                                     (34,471)   (9,527)
        Taxes payable                                         42,531    68,645
        Other current liabilities                             12,060    62,946
                                                           --------- ---------
Net cash provided by operating activities                    247,018   305,181
                                                           --------- ---------

Cash flows from investing activities:

  Capital expenditures                                      (234,846) (190,245)
  Purchases of held-to-maturity securities                  (540,889) (513,362)
  Maturities of held-to-maturity securities                  494,488   475,797
  Acquisition of Steck-Vaughn minority interest                    -   (40,512)
  Other acquisitions and investing activities                (56,706)  (60,223)
                                                           --------- ---------
Net cash used for investing activities                      (337,953) (328,545)
                                                           --------- ---------
Cash flows from financing activities:

  Proceeds from borrowings                                    77,250    55,000
  Repayment of debt                                                -    (3,557)
  Cash dividends paid                                        (42,080)  (39,936)
  Other equity transactions                                    3,308        60
                                                           --------- ---------
Net cash provided by financing activities                     38,478    11,567
                                                           --------- ---------
Cash and equivalents:
Decrease during the period                                   (52,457)  (11,797)
Beginning balance                                            115,200    82,644
                                                           ---------  --------
Ending balance                                              $ 62,743  $ 70,847
                                                           =========  ========







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



                                       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 net 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. Earnings per share

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

<TABLE>
<CAPTION>
                                   Nine Months Ended         Three Months Ended
                               ----------------------    -----------------------
                               July  31,    July  31,    July 31,      July  31,
(in thousands)                     1999         1998        1999           1998
                               ---------    ---------    ---------     ---------

   <S>                         <C>            <C>       <C>            <C>
   Earnings                    $97,418        $79,104   $140,493       $110,800
   Less:dividends on Series
    A Cumulative Convertible
     Stock                        (610)          (673)      (201)          (205)
                               ---------    ---------   ---------     ---------

   Earnings for computation of
     basic EPS                  96,808         78,431    140,292        110,595

   Add: dividends on assumed
    conversion of Series A
    Cumulative Convertible
    Stock                          610            673        201            205
                               ---------    ---------   ---------       ---------


   Earnings for computation of
     diluted EPS               $ 97,418      $ 79,104   $140,493       $110,800
                              =========      ========   ========       ========


</TABLE>



                                       4

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

2. Earnings per share(continued)

<TABLE>
<CAPTION>
                                        Nine Months Ended         Three Months Ended
                                        ---------------------     --------------------
                                        July  31,   July  31,     July 31,   July  31,
    (in thousands)                          1999        1998           1999       1998
                                        ---------   ---------     ---------  ---------
   <S>                                    <C>          <C>          <C>         <C>
   Shares for computation of
            basic EPS                     71,093       70,843       71,133      70,912
   Add: assumed conversion of
             Series A Cumulative
             Convertible Stock               989        1,178          974       1,113

   Add: effect of assumed
             option exercises                 78          111           78         117
                                        ---------   ---------     ---------  ---------

   Shares for computation
             of diluted EPS               72,160        72,132       72,185     72,142
                                        ========    ==========    =========   ========
</TABLE>
      In the nine months and three months ended July 31, 1999, options to
      purchase 604,600 shares of common stock were not included in the
      computation of diluted EPS because the exercise price of those options
      was greater than the average market price of those shares.  In the nine
      months and three months ended July 31, 1998, all outstanding options to
      purchase shares of common stock were included in the computation of
      diluted EPS.

   3. NMG stock repurchase

      During  the   first  thirty-nine  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  the 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  condensed  consolidated  financial  statements.    The
      excess of cost over the  estimated fair value of net assets  acquired of
      $5.3  million was  allocated  to trademarks,  which  is 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.  The  acquisition has  been accounted for  by the  purchase
      method of accounting and, accordingly, the results of operations of Kate
      Spade  for  the  period  from  February 1,  1999  are  included  in  the
      accompanying condensed consolidated financial statements.  The excess of
      cost over  the estimated  fair  value of  net assets  acquired of  $32.7
      million was allocated to  trademarks which are amortized on  a straight-
      line basis  over 25 years.  Assets acquired and liabilities assumed have
      been recorded at their estimated fair values.

                                       5

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

   5. Comprehensive Income

      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 earnings or shareholders' equity.  Total comprehensive income
      amounted to $98.1 million and $76.9 million for the nine months ended
      July 31, 1999 and 1998, respectively.  Comprehensive income differs from
      net earnings 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 earnings.

  6. Income Taxes

     During  the third  quarter, the  Company reduced its  valuation allowance
     attributable   to  acquired   net   operating   losses  and   tax   credit
     carryforwards. The  change resulted  in an  increase in  the deferred  tax
     asset and a reduction of goodwill of approximately $54.6 million.

  7. Proposed Spin-off of NMG

     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.

     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  by business
   segment.

<TABLE>
<CAPTION>
                                          Nine Months            Three Months
                                         Ended July 31,          Ended July 31,
                                  ---------------------   ---------------------
      (In thousands)                    1999       1998         1999       1998
      Revenues:                   ----------  ---------   ----------  ---------
      <S>                         <C>         <C>          <C>        <C>

       Publishing and
        educational services      $1,459,058  $1,262,441   $ 693,020  $  613,938
       Specialty retailing         1,988,026   1,836,618     611,759     547,732
                                   ----------  ---------   ----------  ---------
      Total revenues              $3,447,084  $3,099,059  $1,304,779  $1,161,670
                                  ==========  ==========  ==========  ==========
      Operating earnings:

       Publishing and
        educational services       $ 155,776   $ 121,879   $ 219,795  $ 183,478
       Specialty retailing           179,319     176,622      68,992     48,222
       Corporate expenses            (28,323)    (26,434)     (9,540)    (9,225)
      Total operating             ----------  ---------   ----------  ---------
        earnings                   $ 306,772    $272,067   $ 279,247  $ 222,475
                                  ==========  ==========  ==========  ==========
</TABLE>

   Nine Months Ended July 31, 1999 Compared To Nine Months Ended July 31, 1998

   Publishing and Educational Services
   Revenues from  the  Harcourt,  Inc.  publishing  and  educational  services
   businesses increased $196.6 million, or  15.6%, compared to the same period
   last  year, primarily as a result of  revenues generated by the acquisition
   of Mosby in October 1998.  The Education Group's revenues rose $2.3 million
   to  $472.9 million  from $470.6  million, due  to higher  elementary school
   publishing and  trade sales, offset in part  by lower secondary and college
   publishing sales.   Revenues  of the Lifelong  Learning &  Assessment Group
   increased $54.9 million  to $494.4 million from $439.5 million in the first
   nine months  of fiscal 1998.   The 12.5% increase in  this group's revenues
   resulted from  higher  sales  at  the career  counseling  and  outplacement
   services business,  its site-based testing operations  and its professional
   publishing group.   The Worldwide  Scientific, Technical and  Medical (STM)
   Group's  revenues increased  $139.4 million,  or 39.6%,  in the  first nine
   months  of fiscal 1999 to  $491.7 million from  $352.3 million, principally
   due to the acquisition of Mosby.

   The  publishing and  educational  services  businesses generated  operating
   earnings of  $155.8 million  in the  first nine months  of fiscal  1999, an
   increase of $33.9 million from  $121.9 million in the first nine  months of
   fiscal 1998.  The  Education  Group's  operating  earnings  decreased  $3.7
   million to $53.9 million as a  result of lower secondary and college sales.
   Operating earnings  of the Lifelong  Learning & Assessment  Group increased
   $24.9 million to  $32.5 million  both as a  result of strong  sales by  its
   professional  education and  career  counseling  and outplacement  services
   business,  as   well  as  from  significantly   lower  amortization  costs.
   Worldwide STM  Group earnings increased  $12.7 million to $69.4  million in
   the 1999 period primarily as a result of the acquisition and integration of
   Mosby.

   Specialty Retailing
   Specialty  retailing  results are  reported  with  a  lag of  one  quarter.
   Accordingly, the operating  results of The Neiman Marcus  Group, Inc. (NMG)
   for  the thirty-nine  weeks  ended May  1, 1999  are consolidated  with the
   Company's operating results for the nine months ended July 31, 1999.

   Revenues  in the  thirty-nine  weeks ended  May  1, 1999  increased  $151.4
   million or  8.2% to  $1.99 billion  from $1.84  billion in the  thirty-nine
   weeks  ended  May  2,  1998.    The  increase  in  revenues  was  primarily
   attributable  to higher  comparable sales  at Neiman  Marcus Stores  and NM
   Direct, sales from  Chef's Catalog, acquired  in January 1998, and  the new
   Neiman Marcus  store in  Hawaii, which  opened  in September  1998.   Total
   comparable  sales  for the  period  increased 3.2%,  with  comparable sales
   increases of 4.7% at Neiman Marcus Stores and 0.9% at  NM Direct, offset by
   a 4.2% comparable sales decrease at Bergdorf Goodman.


                                       7



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

Specialty Retailing (continued)
Operating  earnings  increased  $2.7 million  to  $179.3  million from  $176.6
million in the  prior period as a  result of the higher sales  volume combined
with  proportionately lower  buying  and  occupancy costs.    The increase  in
operating earnings  was offset in part  by higher selling  and sales promotion
expenses and pre-opening costs.

Investment and Other Income
Investment and other  income increased $8.0 million to  $12.0 million compared
to $4.0 million in the same nine month period in 1998.   The increase included
a gain of  $6.4 million on sale of the Conviser CPA Review Course in the third
quarter of 1999, as well as a gain of $3.0 million from the sale of securities
in the second quarter of 1999.

Interest Expense
Interest expense  increased $18.3 million  to $98.6 million from $80.3 million
in the same period last  year.  The increase in interest  expense is primarily
due  to  the interest  on  borrowings  under  the Company's  revolving  credit
facility  to fund the  Mosby acquisition.   The interest expense  in the first
nine 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
$39.1 million  in the  first  nine months  of fiscal  1999  compared to  $42.2
million in  fiscal 1998.   In the first nine  months of fiscal  1999, minority
interest  includes $42.6  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 nine months of fiscal 1998, the entire $42.2 million
consisted  of minority  interest in  net earnings  of its  specialty retailing
business.

Three Months Ended July 31, 1999 Compared to Three Months Ended July 31, 1998

Publishing and Educational Services
Revenues  from   the  Harcourt,  Inc.  publishing   and  educational  services
businesses increased by $79.1 million, or 12.9%, to $693.0 million compared to
$613.9 million in the same period last year, as a result of revenues generated
by the acquisition  of Mosby in  October 1998.   The Education Group  revenues
rose $5.3  million to $310.4  million, primarily reflecting  higher elementary
school publishing sales.  Revenues of the Lifelong Learning & Assessment Group
increased $26.8  million, or 15.3%, to  $202.1 million from  $175.3 million in
the same  period last year.   The increase  in this group's  revenues resulted
from  the  higher sales  at the  career  counseling and  outplacement services
business,  the  professional  publishing  group  and  the  site-based  testing
operations.  The  Worldwide STM  Group's revenues increased  $47.0 million  or
35.2% to $180.5 million, due to the acquisition of Mosby.

The  publishing  and  educational  services  businesses   generated  operating
earnings of $219.8 million in the third quarter of fiscal 1999, an increase of
$36.3 million or 19.8% compared to operating earnings of $183.5 million in the
fiscal 1998 third quarter.  The Education Group's operating earnings increased
$5.4 million to $141.0  million as a result of strong sales of its elementary
school products.  The operating earnings of the Lifelong Learning & Assessment
Group rose  $14.3 million  to $35.9  million as a  result of  higher sales  of
professional  publishing products and lower amortization costs.  The Worldwide
STM Group's  operating  earnings  increased $16.6  million  to  $42.9  million
primarily due to the acquisition and integration of Mosby.




                                       8

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

Specialty Retailing
Results of NMG  are reported with a  lag of one  quarter.  Accordingly,  NMG's
operating results for its quarter ended  May 1, 1999 are consolidated with the
Company's operating results for the quarter ended July 31, 1999.

Revenues in  the thirteen weeks  ended May 1,  1999 increased 11.7%  to $611.8
million in the 1999 period from $547.7 million in the thirteen weeks ended May
2,  1998.    Total comparable  sales  for  the period  increased  6.3%. Higher
comparable sales at  Neiman Marcus Stores of 9.3% in  the thirteen weeks ended
May 1, 1999  contributed to the increase  in revenues over the  same period in
fiscal 1998.

Operating earnings increased  $20.8 million or 43.1%  to $69.0 million  in the
thirteen week period  ended May 1, 1999 compared to $48.2  million in the same
period  in  1998.  This  increase  was  primarily  due  to  higher  sales  and
proportionately lower buying  and occupancy  costs, offset in  part by  higher
sales  promotion expenses.  In fiscal 1999,  NMG shifted the timing of certain
sales promotion  events to  the third  quarter.  Such  events occurred  in the
fourth quarter in fiscal 1998.

Investment and Other Income
Investment  and other income increased  $6.8 million to  $7.5 million compared
with the same period last year, primarily from the gain of $6.4 million during
the 1999 quarter on the sale of the Conviser CPA Review Course.

Interest Expense
Interest  expense increased $7.1 million or  27.0% 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
$16.6 million in the third quarter of fiscal 1999 compared to $11.2 million in
fiscal 1998.   In the third quarter of fiscal 1999, minority interest includes
$17.3  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
third  quarter of fiscal 1998, the entire  $11.2 million consisted of minority
interest in net earnings of its specialty retailing business.

                        Liquidity and Capital Resources

The  following   discussion  analyzes  liquidity  and   capital  resources  by
operating, investing and  financing activities as  presented in the  Company's
condensed consolidated statement of cash flows.

Cash provided by operating activities for the nine months ended  July 31, 1999
was  $247.0 million.  The publishing and educational services business segment
provided  $138.7  million  of  cash from  operations  while  NMG's  operations
provided $108.3 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 its working capital, capital  expenditures and acquisitions.
The  primary items affecting the  Company's working capital  were increases in
accounts  receivable of  $52.9 million  and merchandise  inventories of  $90.8
million, offset  in  part by  an  increase  in current  liabilities  of  $20.1
million.

                                       9


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

                  Liquidity and Capital Resources (continued)

Cash  flows used  by investing  activities were  $338.0 million  for the  nine
months  ended  July  31,  1999. The  Company's  investing  activities included
capital expenditures  totaling $234.8  million.   Publishing  and  educational
services  capital expenditures in  the nine month  period ended July  31, 1999
totaled  $165.0  million and  were  related  principally to  expenditures  for
prepublication costs.  Capital expenditures in the  publishing and educational
service  businesses are expected to approximate $230.0 million in fiscal 1999.
Specialty  retail capital  expenditures in  the nine  month period  were $69.8
million.   During the period, 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  included existing store
renovations and completion  of construction of the new Neiman  Marcus store in
Honolulu, Hawaii.   Capital expenditures  for NMG  in NMG's  fiscal 1999  were
$91.0 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 July  31, 1999, the Company  had $270.0 million available  under its $750.0
million revolving credit  facility with 18  banks.   The agreement expires  in
July 2002.  NMG  had $580.0 million available at May 1,  1999 under its $650.0
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 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  85%
complete,  with substantial  completion  of the  Year  2000 project  currently
anticipated for October 1999.

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 readiness  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.


                                       10


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

Year 2000 (continued)

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 completing a contingency  plan for critical
operational systems, including,  for example,  establishing alternate  vendors
and  monitoring  production schedules.   The  Company  expects to  continue to
modify this plan through October 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; the relative success of the products and
services offered  by competitors; integration of  acquired businesses; failure
of  the Company or third  parties to be Year 2000  compliant; 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;  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 NMG's relationships with designers and other
resources. For  more information,  see  the Company's  filings  with the
Securities  and Exchange Commission.

                                       11


                                    PART II





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

         (a)  Exhibits.


                10.1   Amended  and  Restated Agreement  and  Plan of  Merger,
                       dated as of July 1, 1999, among Harcourt General, Inc.,
                       The Neiman   Marcus   Group,   Inc.   and   Spring
                       Merger Corporation

                10.2   Amended and Restated Distribution Agreement, dated as
                       of July 1, 1999, between Harcourt General, Inc. and
                       The Neiman Marcus Group.

                27.1   Financial data schedule


         (b)  Reports on Form 8-K.

              On  May  27,  1999,  the  Company  filed  a  report  on Form  8-K
              describing a plan 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.






























                                       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: September 10, 1999                      /s/ John R. Cook
                                              John R. Cook
                                              Senior Vice President and
                                              Chief Financial Officer



Date: September 10, 1999                      /s/ Catherine N. Janowski
                                              Catherine N. Janowski
                                              Vice President and Controller


































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