SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549


                                   FORM 8-K




                            Current Report Pursuant
                        to Section 13 or 15(d) of the 
                        Securities Exchange Act of 1934



   Date of Report (Date of earliest event reported):      November 12, 1996

                            HARCOURT GENERAL, INC.
           (Exact of name of registrant as specified in its charter)

                                   Delaware
                (State or other jurisdiction of incorporation)


                1-4925                                04-1619609
  (Commission File Number)                (I.R.S. Employer 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)
             
                                       <PAGE>





Item 2.  Acquisition or Disposition of Assets.

        On November 12, 1996, subject to the terms of an Exchange and
Repurchase Agreement between Harcourt General, Inc. (the "Registrant") and The
Neiman Marcus Group, Inc. ("NMG") incorporated herein by reference, NMG
acquired from the Registrant (the "Repurchase") all of the issued and
outstanding preferred stock of NMG, consisting of 500,000 shares of 9 1/4%
Cumulative Redeemable Preferred Stock (the "9 1/4% Preferred Stock") and
1,000,000 shares of 6% Cumulative Convertible Preferred Stock (the "6%
Preferred Stock" and, together with the 9 1/4% Preferred Stock, the "Preferred
Stock") in exchange for 3,857,142 shares of NMG Common Stock issued to the
Registrant (the "Stock Payment") and approximately $287 million (including
accrued and unpaid dividends) in cash (the "Cash Payment").

      To partially fund the Cash Payment, NMG sold 8,000,000 shares of its
Common Stock in an underwritten public offering (the "Offering") pursuant to a
Registration Statement on Form S-3 (No. 333-11721) filed with the Securities
and Exchange Commission, from which it received (after underwriting discounts,
commissions and estimated expenses of the Offering) approximately $267.3
million.  NMG funded the balance of the Cash Payment through bank borrowings.

      Immediately prior to the Offering, the Registrant beneficially owned
22,572,360 shares of the Common Stock of NMG, representing approximately 59.4%
of the issued and outstanding Common Stock of NMG, and all of the Preferred
Stock.  After giving effect to the Repurchase, the Registrant beneficially
owns 26,429,502 shares of the Common Stock of NMG, representing approximately
53.0% of the issued and outstanding Common Stock of NMG.

Item 7.  Financial Statements and Exhibits.

            (a)   Financial Statements of Business Acquired.

                  Not Applicable

            (b)   Pro Forma Financial Information.

                  See pages F-1 through F-6

            (c)   Exhibits.

      2.1   Exchange and Repurchase Agreement, incorporated herein by
            reference to Exhibit 10.1 to Registration Statement on Form S-3 of
            The Neiman Marcus Group, Inc. dated October 10, 1996 (Registration
            No. 333-11721).





                                      -1-
                                       <PAGE>





                                        INDEX




   Item 7(b) Pro Forma Financial Information                        Page Number

   Introduction to Pro Forma Financial Information                       F-2

   Condensed Consolidated Balance Sheets as 
     of July 31, 1996                                                    F-3

   Condensed Consolidated Statements of Earnings
     for the nine months ended July 31, 1996                             F-4

   Consolidated Statements of Earnings for the 
     year ended October 31, 1995                                         F-5

   Notes to Pro Forma Financial Information                              F-6
                                           





































                                        F-1<PAGE>



                Introduction to Pro Forma Financial Information
                    Harcourt General, Inc. and Subsidiaries


The  historical consolidated  financial statements  presented below  have been
derived from the unaudited Condensed Consolidated Financial Statements for the
nine  months  ended  July 31,  1996  and  the  audited Consolidated  Financial
Statements for the year ended October 31, 1995, and are qualified by reference
to,  and should  be  read in  conjunction  with "Management's  Discussion  and
Analysis  of Financial  Condition and  Results of  Operations,"  the Condensed
Consolidated  Financial  Statements and  Notes  thereto  and the  Consolidated
Financial Statements  and Notes thereto previously filed on Forms 10-Q and 10-
K, respectively.   The pro  forma condensed consolidated  balance sheet as  of
July 31, 1996, the pro forma  condensed consolidated statement of earnings for
the nine months ended July  31, 1996 and the pro forma  consolidated statement
of earnings for the year ended October 31, 1995 presented below give effect to
the Repurchase as if it had occurred as of July 31, 1996, November 1, 1995 and
November 1, 1994, respectively.  The pro forma information does not purport to
represent what  the Company's  results of  operations would  have been  if the
Repurchase had  occurred as of the date indicated or what such results will be
for  any  future  periods.    The pro  forma  information  should  be  read in
conjunction  with  the financial  statements  and  accompanying notes  thereto
referred to above which have been previously filed on Forms 10-Q and 10-K.



































                                      F-2
                                       <PAGE>
<TABLE>


                                 Condensed Consolidated Balance Sheets
                                Harcourt General, Inc. and Subsidiaries
                                            (In thousands)
<CAPTION>
                                                                              
                                                          July 31, 1996       
                                              Historical    Adjustments       Pro Forma 
Assets                      
<S>                                           <C>           <C>               <C>
Current assets
           Cash and equivalents               $  315,909    $  224,645  (1)   $  540,554 
           Short-term investments                124,745                         124,745 
           Accounts receivable, net              477,495                         477,495 
           Inventories                           573,852                         573,852 
           Deferred income taxes                  79,083                          79,083 
           Other current assets                   71,967                          71,967 
             Total current assets              1,643,051       224,645         1,867,696 

Property and equipment, net                      571,883        (2,035) (2)      569,848 

Other assets
           Prepublication costs, net             202,763                         202,763 
           Intangible assets, net                469,542        (8,786) (2)      460,756 
           Other                                 147,179                         147,179 
             Total other assets                  819,484        (8,786)          810,698 

             Total assets                     $3,034,418    $  213,824        $3,248,242 

Liabilities
Current liabilities
    Notes payable and current
              maturities of long-term
              liabilities                     $  159,942    $                 $  159,942            
              Accounts payable                   280,969                         280,969 
           Accrued liabilities                   324,220                         324,220 
           Taxes payable                          62,579                          62,579 
           Other current liabilities              79,814                          79,814 
Total current liabilities                        907,524                         907,524 

Long-term liabilities
           Notes and debentures                  739,253        14,145  (3)      753,398 
           Other long-term liabilities           218,649                         218,649 
Total long-term liabilities                      957,902        14,145           972,047   
Deferred income taxes                            198,398       (33,127) (4)      165,271     

Minority interest                                     -        217,653  (5)      217,653 

Shareholders' equity
Preferred stock                                    1,162                           1,162 
Common stocks 71,108                              71,108 
Paid-in capital                                  728,795        15,153  (6)      743,948 
Cumulative translation adjustments                (6,458)                         (6,458)
Retained earnings                                175,987                         175,987 

             Total shareholders' equity          970,594        15,153           985,747 

Total liabilities and
  shareholders' equity                        $3,034,418    $  213,824        $3,248,242 

</TABLE>
        See Notes to Pro Forma Financial Information.
                                                F-3<PAGE>


<TABLE>

                            Condensed Consolidated Statements of Earnings 
                                Harcourt General, Inc. and Subsidiaries
                              (In thousands except for per share amounts)

<CAPTION>
                                                Nine months ended July 31,1996     
                                               Historical       Adjustments    Pro Forma 

<S>                                           <C>           <C>               <C>
Revenues                                      $2,421,996    $                 $2,421,996 

Costs applicable to revenues                   1,421,773          (100) (7)    1,421,673 
Selling, general and
  administrative expenses                        735,140                         735,140 
Corporate expenses                                23,627          (320) (7)       23,307 

Operating earnings                               241,456           420           241,876 

Investment income                                 20,957        10,739  (8)       31,696 
Interest expense                                 (61,876)         (897) (9)      (62,773)
 
Earnings from continuing
  operations before income taxes                 200,537        10,262           210,799 
Income tax expense                               (68,183)       (3,489)(10)      (71,672)

Net earnings                                  $  132,354    $    6,773        $  139,127 

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

Amounts per share of common stock:
 
  Net earnings                                $     1.82    $      .09        $     1.91 
 

</TABLE>



















        See Notes to Pro Forma Financial Information.
                                                F-4<PAGE>

<TABLE>
                                 Consolidated Statements of Earnings 
                                Harcourt General, Inc. and Subsidiaries
                              (In thousands except for per share amounts)

<CAPTION>
                                              Year ended October 31, 1995       
                                              Historical     Adjustments      Pro Forma 

<S>                                           <C>           <C>               <C>
Revenues                                      $3,034,736     $                $3,034,736 

Costs applicable to revenues                   1,765,090          (130) (7)    1,764,960 
Selling, general and 
  administrative expenses                        917,355                         917,355 
Corporate expenses                                34,395          (430) (7)       33,965 

Operating earnings                               317,896           560           318,456 

Investment income                                 39,945        13,862  (8)       53,807 
Interest expense                                 (88,735)       (1,196) (9)      (89,931)

Earnings from continuing
  operations before income taxes                 269,106        13,226           282,332 
Income tax expense                               (91,496)       (4,497)(10)      (95,993)

Earnings from continuing operations              177,610         8,729           186,339 

Earnings (loss) from discontinued
  operations, net                                (11,727)           -            (11,727)


Net earnings                                  $  165,883     $   8,729        $  174,612 

Weighted average number of
  common and common equivalent
  shares outstanding                              76,764            -             76,764 

Amounts per share of common stock:
  Earnings from continuing
    operations                                $     2.31    $      .11        $     2.42 
  Earnings (loss) from
    discontinued operations                         (.15)           -               (.15)

  Net earnings                                $     2.16    $      .11        $     2.27 

</TABLE>












        See Notes to Pro Forma Financial Information.
                                                F-5<PAGE>




   HARCOURT GENERAL, INC.
   NOTES TO PRO FORMA FINANCIAL INFORMATION

   (1)     Reflects  net   proceeds  from  the   Offering  and  Repurchase   
           (the Transactions),   less  estimated   taxes   payable   related  
           to   the Repurchase.

   (2)     Reflects reduction  of tangible  and intangible  assets recorded  
           with the Company's  purchases  of NMG  common  stock.   The  
           reduction  was calculated based  on the dilution of  the Company's  
           investment by the Offering. 

   (3)     Reflects the incremental borrowings to complete the Transactions.

   (4)     Reflects the  estimated effect of the  Offering and  the Repurchase 
           on deferred taxes.

   (5)     Reflects minority interest attributable to the Offering.

   (6)     Reflects the Company's share of  NMG's incremental equity as a result
           of the Transactions, net of estimated taxes.

   (7)     Reflects the  reduction in  depreciation and  amortization related to
           the reduced goodwill and property described in note (2).

   (8)     Reflects  incremental  investment  income  attributable  to  the cash
           received  from the  Transactions,  calculated  at the  effective rate
           earned by the Company on its cash and short term investments.

   (9)     Reflects the incremental interest expense attributable to borrowings
           made by NMG to fund the Repurchase.

   (10)    Reflects the incremental income taxes payable attributable to the net
           increase  in   earnings  before   taxes  resulting   from  pro  forma
           adjustments, at the Company's effective tax rate.





















        See Notes to Pro Forma Financial Information.
                                                F-6<PAGE>



                                     SIGNATURES

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

                                                                              
                                                HARCOURT GENERAL, INC.


   Date:  November 25, 1996                      By: /s/ Eric P. Geller 
                                                 Eric P. Geller
                                                 Senior Vice President, General
                                                   Counsel and Secretary
































                                         S-1
                                          <PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                                   FORM 8-K

                            Current Report Pursuant
                        to Section 13 or 15(d) of the 
                        Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported):      November 12, 1996

                            HARCOURT GENERAL, INC.
           (Exact of name of registrant as specified in its charter)

                                   Delaware
                (State or other jurisdiction of incorporation)

                1-4925                                04-1619609
  (Commission File Number)                (I.R.S. Employer 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)
Item 2.  Acquisition or Disposition of Assets.

        On November 12, 1996, subject to the terms of an Exchange and
Repurchase Agreement between Harcourt General, Inc. (the "Registrant") and The
Neiman Marcus Group, Inc. ("NMG") incorporated herein by reference, NMG
acquired from the Registrant (the "Repurchase") all of the issued and
outstanding preferred stock of NMG, consisting of 500,000 shares of 9 1/4%
Cumulative Redeemable Preferred Stock (the "9 1/4% Preferred Stock") and
1,000,000 shares of 6% Cumulative Convertible Preferred Stock (the "6%
Preferred Stock" and, together with the 9 1/4% Preferred Stock, the "Preferred
Stock") in exchange for 3,857,142 shares of NMG Common Stock issued to the
Registrant (the "Stock Payment") and approximately $287 million (including
accrued and unpaid dividends) in cash (the "Cash Payment").

      To partially fund the Cash Payment, NMG sold 8,000,000 shares of its
Common Stock in an underwritten public offering (the "Offering") pursuant to a
Registration Statement on Form S-3 (No. 333-11721) filed with the Securities
and Exchange Commission, from which it received (after underwriting discounts,
commissions and estimated expenses of the Offering) approximately $267.3
million.  NMG funded the balance of the Cash Payment through bank borrowings.

      Immediately prior to the Offering, the Registrant beneficially owned
22,572,360 shares of the Common Stock of NMG, representing approximately 59.4%
of the issued and outstanding Common Stock of NMG, and all of the Preferred
Stock.  After giving effect to the Repurchase, the Registrant beneficially
owns 26,429,502 shares of the Common Stock of NMG, representing approximately
53.0% of the issued and outstanding Common Stock of NMG.

Item 7.  Financial Statements and Exhibits.

            (a)   Financial Statements of Business Acquired.

                  Not Applicable

            (b)   Pro Forma Financial Information.

                  See pages F-1 through F-6

            (c)   Exhibits.

      2.1   Exchange and Repurchase Agreement, incorporated herein by
            reference to Exhibit 10.1 to Registration Statement on Form S-3 of
            The Neiman Marcus Group, Inc. dated October 10, 1996 (Registration
            No. 333-11721).

                                      -1-
INDEX

   Item 7(b) Pro Forma Financial Information                        Page Number

   Introduction to Pro Forma Financial Information                       F-2

   Condensed Consolidated Balance Sheets as 
     of July 31, 1996                                                    F-3

   Condensed Consolidated Statements of Earnings
     for the nine months ended July 31, 1996                             F-4

   Consolidated Statements of Earnings for the 
     year ended October 31, 1995                                         F-5

   Notes to Pro Forma Financial Information                              F-6
                                           

                                        F-1
Introduction to Pro Forma Financial Information
                    Harcourt General, Inc. and Subsidiaries

The  historical consolidated  financial statements  presented below  have been
derived from the unaudited Condensed Consolidated Financial Statements for the
nine  months  ended  July 31,  1996  and  the  audited Consolidated  Financial
Statements for the year ended October 31, 1995, and are qualified by reference
to,  and should  be  read in  conjunction  with "Management's  Discussion  and
Analysis  of Financial  Condition and  Results of  Operations,"  the Condensed
Consolidated  Financial  Statements and  Notes  thereto  and the  Consolidated
Financial Statements  and Notes thereto previously filed on Forms 10-Q and 10-
K, respectively.   The pro  forma condensed consolidated  balance sheet as  of
July 31, 1996, the pro forma  condensed consolidated statement of earnings for
the nine months ended July  31, 1996 and the pro forma  consolidated statement
of earnings for the year ended October 31, 1995 presented below give effect to
the Repurchase as if it had occurred as of July 31, 1996, November 1, 1995 and
November 1, 1994, respectively.  The pro forma information does not purport to
represent what  the Company's  results of  operations would  have been  if the
Repurchase had  occurred as of the date indicated or what such results will be
for  any  future  periods.    The pro  forma  information  should  be  read in
conjunction  with  the financial  statements  and  accompanying notes  thereto
referred to above which have been previously filed on Forms 10-Q and 10-K.

                                      F-2
Condensed Consolidated Balance Sheets
                                Harcourt General, Inc. and Subsidiaries
                                            (In thousands)
July 31, 1996       
                                              Historical    Adjustments       Pro Forma 
Assets
Current assets
           Cash and equivalents               $  315,909    $  224,645  (1)   $  540,554 
           Short-term investments                124,745                         124,745 
           Accounts receivable, net              477,495                         477,495 
           Inventories                           573,852                         573,852 
           Deferred income taxes                  79,083                          79,083 
           Other current assets                   71,967                          71,967 
             Total current assets              1,643,051       224,645         1,867,696 

Property and equipment, net                      571,883        (2,035) (2)      569,848 

Other assets
           Prepublication costs, net             202,763                         202,763 
           Intangible assets, net                469,542        (8,786) (2)      460,756 
           Other                                 147,179                         147,179 
             Total other assets                  819,484        (8,786)          810,698 

             Total assets                     $3,034,418    $  213,824        $3,248,242 

Liabilities
Current liabilities
    Notes payable and current
              maturities of long-term
              liabilities                     $  159,942    $                 $  159,942            
              Accounts payable                   280,969                         280,969 
           Accrued liabilities                   324,220                         324,220 
           Taxes payable                          62,579                          62,579 
           Other current liabilities              79,814                          79,814 
Total current liabilities                        907,524                         907,524 

Long-term liabilities
           Notes and debentures                  739,253        14,145  (3)      753,398 
           Other long-term liabilities           218,649                         218,649 
Total long-term liabilities                      957,902        14,145           972,047   
Deferred income taxes                            198,398       (33,127) (4)      165,271     

Minority interest                                     -        217,653  (5)      217,653 

Shareholders' equity
Preferred stock                                    1,162                           1,162 
Common stocks 71,108                              71,108 
Paid-in capital                                  728,795        15,153  (6)      743,948 
Cumulative translation adjustments                (6,458)                         (6,458)
Retained earnings                                175,987                         175,987 

             Total shareholders' equity          970,594        15,153           985,747 

Total liabilities and
  shareholders' equity                        $3,034,418    $  213,824        $3,248,242
See Notes to Pro Forma Financial Information.
                                                F-3
Condensed Consolidated Statements of Earnings 
                                Harcourt General, Inc. and Subsidiaries
                              (In thousands except for per share amounts)
Nine months ended July 31,1996     
                                               Historical       Adjustments    Pro Forma
Revenues                                      $2,421,996    $                 $2,421,996 

Costs applicable to revenues                   1,421,773          (100) (7)    1,421,673 
Selling, general and
  administrative expenses                        735,140                         735,140 
Corporate expenses                                23,627          (320) (7)       23,307 

Operating earnings                               241,456           420           241,876 

Investment income                                 20,957        10,739  (8)       31,696 
Interest expense                                 (61,876)         (897) (9)      (62,773)
 
Earnings from continuing
  operations before income taxes                 200,537        10,262           210,799 
Income tax expense                               (68,183)       (3,489)(10)      (71,672)

Net earnings                                  $  132,354    $    6,773        $  139,127 

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

Amounts per share of common stock:
 
  Net earnings                                $     1.82    $      .09        $     1.91
See Notes to Pro Forma Financial Information.
                                                F-4
Consolidated Statements of Earnings 
                                Harcourt General, Inc. and Subsidiaries
                              (In thousands except for per share amounts)
Year ended October 31, 1995       
                                              Historical     Adjustments      Pro Forma
Revenues                                      $3,034,736     $                $3,034,736 

Costs applicable to revenues                   1,765,090          (130) (7)    1,764,960 
Selling, general and 
  administrative expenses                        917,355                         917,355 
Corporate expenses                                34,395          (430) (7)       33,965 

Operating earnings                               317,896           560           318,456 

Investment income                                 39,945        13,862  (8)       53,807 
Interest expense                                 (88,735)       (1,196) (9)      (89,931)

Earnings from continuing
  operations before income taxes                 269,106        13,226           282,332 
Income tax expense                               (91,496)       (4,497)(10)      (95,993)

Earnings from continuing operations              177,610         8,729           186,339 

Earnings (loss) from discontinued
  operations, net                                (11,727)           -            (11,727)

Net earnings                                  $  165,883     $   8,729        $  174,612 

Weighted average number of
  common and common equivalent
  shares outstanding                              76,764            -             76,764 

Amounts per share of common stock:
  Earnings from continuing
    operations                                $     2.31    $      .11        $     2.42 
  Earnings (loss) from
    discontinued operations                         (.15)           -               (.15)

  Net earnings                                $     2.16    $      .11        $     2.27
See Notes to Pro Forma Financial Information.
                                                F-5
HARCOURT GENERAL, INC.
   NOTES TO PRO FORMA FINANCIAL INFORMATION

   (1)     Reflects  net   proceeds  from  the   Offering  and  Repurchase   
           (the Transactions),   less  estimated   taxes   payable   related  
           to   the Repurchase.

   (2)     Reflects reduction  of tangible  and intangible  assets recorded  
           with the Company's  purchases  of NMG  common  stock.   The  
           reduction  was calculated based  on the dilution of  the Company's  
           investment by the Offering. 

   (3)     Reflects the incremental borrowings to complete the Transactions.

   (4)     Reflects the  estimated effect of the  Offering and  the Repurchase 
           on deferred taxes.

   (5)     Reflects minority interest attributable to the Offering.

   (6)     Reflects the Company's share of  NMG's incremental equity as a result
           of the Transactions, net of estimated taxes.

   (7)     Reflects the  reduction in  depreciation and  amortization related to
           the reduced goodwill and property described in note (2).

   (8)     Reflects  incremental  investment  income  attributable  to  the cash
           received  from the  Transactions,  calculated  at the  effective rate
           earned by the Company on its cash and short term investments.

   (9)     Reflects the incremental interest expense attributable to borrowings
           made by NMG to fund the Repurchase.

   (10)    Reflects the incremental income taxes payable attributable to the net
           increase  in   earnings  before   taxes  resulting   from  pro  forma
           adjustments, at the Company's effective tax rate.

        See Notes to Pro Forma Financial Information.
                                                F-6
SIGNATURES

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

                                                                              
                                                HARCOURT GENERAL, INC.

   Date:  November 25, 1996                      By: /s/ Eric P. Geller 
                                                 Eric P. Geller
                                                 Senior Vice President, General
                                                   Counsel and Secretary

                                         S-1