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)      October 31, 1994



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



         Delaware                     1-4925                      04-1619609
      (State or other jurisdiction   (Commission               (I.R.S. Employer
       of incorporation)             File Number)            Identification No.)




      27 Boylston Street, Chestnut Hill, MA                               02167 
      (Address of principal executive offices)                       (Zip Code)




      Registrant's telephone number, including area code        (617)232-8200

      



<PAGE>

Item 2.  Acquisition or Disposition of Assets.

         Pursuant to a Stock Purchase Agreement (the "Agreement") by and among
         Harcourt  General,  Inc.  ("Harcourt  General"),   Harcourt  Brace  &
         Company, a  wholly-owned subsidiary  of Harcourt General  ("Seller"),
         Harcourt General Insurance, Inc., a wholly-owned subsidiary of Seller
         (the "Company"),  and General Electric  Capital Corporation ("GECC"),
         dated as  of June 30,  l994, Seller  has sold all  of the issued  and
         outstanding shares of common stock of the Company to GNA Corporation,
         an affiliate of GECC, effective October  31, 1994.  The Company  owns
         all  of  the  insurance  businesses of  Harcourt  General,  including
         Federal Home Life Insurance  Company, PHF Life Insurance  Company and
         The  Harvest Life Insurance Company.  Pursuant to the Agreement, GECC
         paid Seller $400 million in cash, the purchase price set forth in the
         Agreement, plus $10.4  million in cash,  representing 7% interest  on
         the $400 million from June 17,  1994 to October 31, 1994 as specified
         in  the  Agreement.    The  purchase  price  is  subject  to  certain
         adjustments, as specified in the Agreement.

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-5

         (c)   Exhibits.

         10.0  Stock Purchase Agreement, as described in Item 2.

         99.0  Press Release dated June 30, 1994.

         99.1  Press Release dated November 1, 1994.

         SIGNATURES

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




                                        Harcourt General, Inc.




Date:  November 14, 1994                By: s/Eric P. Geller
                                           Eric P. Geller
                                           Senior Vice President,
                                             General Counsel and Secretary







<PAGE> F-1

       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION



      The  following  unaudited  pro forma  condensed  consolidated  financial
      information  is provided as required by Regulation S-X of the Securities
      and Exchange Commission.

      Pursuant to  a  Stock Purchase  Agreement  dated as  of  June 30,  1994,
      Harcourt General, Inc.  ("the Company")  has sold all  of its  insurance
      businesses to GNA Corporation, an affiliate of General  Electric Capital
      Corporation ("GECC").  The transaction closed on October 31, 1994.  GECC
      paid the Company $410.4 million in cash, which includes $10.4 million of
      simple interest on the purchase price  of $400 million at an annual rate
      of 7% for  the period from  June 17, l994  through the closing date,  as
      provided in the Stock Purchase Agreement.

      The  following  unaudited  pro  forma  condensed consolidated  financial
      statements give effect to  the sale of the Company's  insurance business
      and are based on the assumptions set forth below and in the notes to the
      pro  forma condensed consolidated  financial statements.   The pro forma
      condensed consolidated statement  of earnings for the year ended October
      31, 1993 reflects the sale as if it occurred on November 1, 1992, except
      that the nonrecurring gain on the transaction has been omitted.  The pro
      forma condensed  consolidated statement of earnings for  the nine months
      ended July 31, 1994 has not been presented, since the insurance business
      was reflected as discontinued operations in the Company's filing on Form
      10-Q  for the  quarter ended  July 31,  1994.   The pro  forma condensed
      consolidated balance sheet  as of July 31, 1994 reflects  the sale as if
      it occurred on July 31,  1994.  The pro forma financial  information may
      not be indicative of the results of operations or the financial position
      which would have been attained  had the sale been consummated  on either
      of the foregoing dates or which may be attained in the future.

      The  unaudited pro  forma  condensed  consolidated financial  statements
      should be read in conjunction with the historical consolidated financial
      statements of the  Company, as  filed with the  Securities and  Exchange
      Commission.







                                           

<PAGE> F-2
<TABLE>

                                        HARCOURT GENERAL, INC.
                  PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
                                  FOR THE YEAR ENDED OCTOBER 31, 1993


<CAPTION>

(In thousands except                                      Pro Forma         Adjusted 
 per share data)                         Historical     Adjustments(A)     Pro Forma 
<S>                                      <C>                <C>          <C>
Revenues                                 $3,655,741         ($548,030)    $3,107,711 

Costs applicable to revenues              2,209,470          (361,779)     1,847,691 

Selling, general and
  administrative expenses                 1,084,637          (115,380)       969,257 

Corporate expenses                           47,307                -          47,307 

Operating earnings                          314,327           (70,871)       243,456 

Investment income                            14,072                -          14,072 
Interest expense                            (84,585)               -         (84,585)
Other income, net                            18,303                -          18,303 


Earnings from continuing operations
  before income taxes                       262,117           (70,871)       191,246 

Income taxes                                (96,627)           24,835        (71,792)

Earnings from continuing
  operations                             $  165,490         ($ 46,036)    $  119,454 

Earnings per share
  from continuing operations             $     2.08                       $     1.50


Weighted average shares
  outstanding                                79,625                           79,625 

</TABLE>






See notes to pro forma condensed consolidated financial statements

                                       

<PAGE> F-3
<TABLE>
                                        HARCOURT GENERAL, INC.
                      PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                             JULY 31, 1994


 <CAPTION>
                                                                    Pro Forma 
                                                                   Adjustments
                                                                    To Reflect     Adjusted  
        (In thousands)                           Historical        Disposition    Pro Forma  
        <S>                                     <C>               <C>            <C>
        Assets
        Current assets
              Cash and equivalents               $  328,482       $410,433 (B)    $  738,915 
              Accounts receivable - trade, net      624,975             -            624,975 
              Inventories                           502,069             -            502,069 
              Deferred income taxes                  75,022             -             75,022 
              Other current assets                   50,925             -             50,925 

                Total current assets              1,581,473        410,433         1,991,906 

        Property and equipment, net                 524,420             -            524,420 

        Other assets
              Prepublication costs, net             159,144             -            159,144 
              Intangible assets                     414,560             -            414,560 
              Other                                 111,414             -            111,414 

                Total other assets                  685,118             -            685,118 

        Net assets of discontinued
          insurance business                        370,391       (370,391)(C)            -  


                Total assets                     $3,161,402       $ 40,042        $3,201,444 

</TABLE>
                                                                              
        (Continued)





         See notes to pro forma condensed consolidated financial statements

                                                  
                                                  

<PAGE> F-4
<TABLE>
                                          HARCOURT GENERAL, INC. 
                         PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                               JULY 31, 1994


<CAPTION>
                                                                   Pro Forma  
                                                                  Adjustments 
        (In thousands)                                             to Reflect       Adjusted 
                                                  Historical      Disposition      Pro Forma 
        <S>                                      <C>             <C>            <C>
        Liabilities and Shareholders' Equity
        Current liabilities
              Notes payable and current
                maturities of long-term
                liabilities                      $  133,201       $     -        $   133,201 
              Accounts payable                      243,325             -            243,325 
              Accrued liabilities                   383,968         20,813 (D)       404,781 
              Taxes payable                          51,007          4,816 (E)        55,823 
              Other current liabilities              85,067             -             85,067 

                Total current liabilities           896,568         25,629           922,197 

        Long-term liabilities
              Notes and debentures                  908,744             -            908,744 
              Other long-term liabilities           183,198          6,212 (F)       189,410 

                Total long-term liabilities       1,091,942          6,212         1,098,154 

        Deferred income taxes                       174,749             -            174,749 


        Shareholders' equity
              Preferred stock                         1,461             -              1,461 
              Common stock                           77,878             -             77,878 
              Paid-in capital                       723,699             -            723,699 
              Cumulative translation adjustments     (6,413)            -             (6,413)
              Retained earnings                     201,518          8,201 (G)       209,719 

                Total shareholders' equity          998,143          8,201         1,006,344 

              Total liabilities and
                shareholders' equity             $3,161,402       $ 40,042        $3,201,444 

</TABLE>



        See notes to pro forma condensed consolidated financial statements

                                   

<PAGE> F-5
                            HARCOURT GENERAL, INC.

        NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

        (A)   Reflects the operations of the insurance business.

        (B)   Reflects the cash proceeds from the sale of the insurance 
              business.

        (C)   Reflects the net assets of the insurance business sold.

        (D)   Reflects the estimated liabilities incurred resulting from the 
              sale of the insurance business.  These liabilities primarily 
              include facility costs and professional fees related to the 
              sale.

        (E)   Reflects the estimated tax liability incurred resulting from 
              the sale of the insurance business. 

        (F)   Reflects the liabilities to be retained by Harcourt General 
              related to employee benefits.

        (G)   Reflects the estimated after-tax gain on the sale of the 
              insurance business.
[{"type": "8-K", "sequence": "1", "description": "HG FORM 8-K - OCTOBER 31,1994", "secsgml_size_bytes": 13698}]
{"company-data": {"conformed-name": "HARCOURT GENERAL INC", "cik": "0000040493", "assigned-sic": "5311", "irs-number": "041619609", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04925", "film-number": "94559855"}, "business-address": {"street1": "27 BOYLSTON ST / BOX 1000", "city": "CHESTNUT HILL", "state": "MA", "zip": "02167", "phone": "6172328200"}, "mail-address": {"street1": "27 BOYLSTON ST", "street2": "BOX 1000", "city": "CHESTNUT HILL", "state": "MA", "zip": "02167"}, "former-company": [{"former-conformed-name": "GENERAL CINEMA CORP", "date-changed": "19920703"}, {"former-conformed-name": "MID WEST DRIVE IN THEATRES INC", "date-changed": "19660907"}]}
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)      October 31, 1994

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

         Delaware                     1-4925                      04-1619609
      (State or other jurisdiction   (Commission               (I.R.S. Employer
       of incorporation)             File Number)            Identification No.)

      27 Boylston Street, Chestnut Hill, MA                               02167 
      (Address of principal executive offices)                       (Zip Code)

      Registrant's telephone number, including area code        (617)232-8200
Item 2.  Acquisition or Disposition of Assets.

         Pursuant to a Stock Purchase Agreement (the "Agreement") by and among
         Harcourt  General,  Inc.  ("Harcourt  General"),   Harcourt  Brace  &
         Company, a  wholly-owned subsidiary  of Harcourt General  ("Seller"),
         Harcourt General Insurance, Inc., a wholly-owned subsidiary of Seller
         (the "Company"),  and General Electric  Capital Corporation ("GECC"),
         dated as  of June 30,  l994, Seller  has sold all  of the issued  and
         outstanding shares of common stock of the Company to GNA Corporation,
         an affiliate of GECC, effective October  31, 1994.  The Company  owns
         all  of  the  insurance  businesses of  Harcourt  General,  including
         Federal Home Life Insurance  Company, PHF Life Insurance  Company and
         The  Harvest Life Insurance Company.  Pursuant to the Agreement, GECC
         paid Seller $400 million in cash, the purchase price set forth in the
         Agreement, plus $10.4  million in cash,  representing 7% interest  on
         the $400 million from June 17,  1994 to October 31, 1994 as specified
         in  the  Agreement.    The  purchase  price  is  subject  to  certain
         adjustments, as specified in the Agreement.

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-5

         (c)   Exhibits.

         10.0  Stock Purchase Agreement, as described in Item 2.

         99.0  Press Release dated June 30, 1994.

         99.1  Press Release dated November 1, 1994.

         SIGNATURES

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

                                        Harcourt General, Inc.

Date:  November 14, 1994                By: s/Eric P. Geller
                                           Eric P. Geller
                                           Senior Vice President,
                                             General Counsel and Secretary
F-1

       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

      The  following  unaudited  pro forma  condensed  consolidated  financial
      information  is provided as required by Regulation S-X of the Securities
      and Exchange Commission.

      Pursuant to  a  Stock Purchase  Agreement  dated as  of  June 30,  1994,
      Harcourt General, Inc.  ("the Company")  has sold all  of its  insurance
      businesses to GNA Corporation, an affiliate of General  Electric Capital
      Corporation ("GECC").  The transaction closed on October 31, 1994.  GECC
      paid the Company $410.4 million in cash, which includes $10.4 million of
      simple interest on the purchase price  of $400 million at an annual rate
      of 7% for  the period from  June 17, l994  through the closing date,  as
      provided in the Stock Purchase Agreement.

      The  following  unaudited  pro  forma  condensed consolidated  financial
      statements give effect to  the sale of the Company's  insurance business
      and are based on the assumptions set forth below and in the notes to the
      pro  forma condensed consolidated  financial statements.   The pro forma
      condensed consolidated statement  of earnings for the year ended October
      31, 1993 reflects the sale as if it occurred on November 1, 1992, except
      that the nonrecurring gain on the transaction has been omitted.  The pro
      forma condensed  consolidated statement of earnings for  the nine months
      ended July 31, 1994 has not been presented, since the insurance business
      was reflected as discontinued operations in the Company's filing on Form
      10-Q  for the  quarter ended  July 31,  1994.   The pro  forma condensed
      consolidated balance sheet  as of July 31, 1994 reflects  the sale as if
      it occurred on July 31,  1994.  The pro forma financial  information may
      not be indicative of the results of operations or the financial position
      which would have been attained  had the sale been consummated  on either
      of the foregoing dates or which may be attained in the future.

      The  unaudited pro  forma  condensed  consolidated financial  statements
      should be read in conjunction with the historical consolidated financial
      statements of the  Company, as  filed with the  Securities and  Exchange
      Commission.
F-2

                                        HARCOURT GENERAL, INC.
                  PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
                                  FOR THE YEAR ENDED OCTOBER 31, 1993
(In thousands except                                      Pro Forma         Adjusted 
 per share data)                         Historical     Adjustments(A)     Pro Forma
Revenues                                 $3,655,741         ($548,030)    $3,107,711 

Costs applicable to revenues              2,209,470          (361,779)     1,847,691 

Selling, general and
  administrative expenses                 1,084,637          (115,380)       969,257 

Corporate expenses                           47,307                -          47,307 

Operating earnings                          314,327           (70,871)       243,456 

Investment income                            14,072                -          14,072 
Interest expense                            (84,585)               -         (84,585)
Other income, net                            18,303                -          18,303 

Earnings from continuing operations
  before income taxes                       262,117           (70,871)       191,246 

Income taxes                                (96,627)           24,835        (71,792)

Earnings from continuing
  operations                             $  165,490         ($ 46,036)    $  119,454 

Earnings per share
  from continuing operations             $     2.08                       $     1.50

Weighted average shares
  outstanding                                79,625                           79,625
See notes to pro forma condensed consolidated financial statements
F-3

                                        HARCOURT GENERAL, INC.
                      PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                             JULY 31, 1994
Pro Forma 
                                                                   Adjustments
                                                                    To Reflect     Adjusted  
        (In thousands)                           Historical        Disposition    Pro Forma
Assets
        Current assets
              Cash and equivalents               $  328,482       $410,433 (B)    $  738,915 
              Accounts receivable - trade, net      624,975             -            624,975 
              Inventories                           502,069             -            502,069 
              Deferred income taxes                  75,022             -             75,022 
              Other current assets                   50,925             -             50,925 

                Total current assets              1,581,473        410,433         1,991,906 

        Property and equipment, net                 524,420             -            524,420 

        Other assets
              Prepublication costs, net             159,144             -            159,144 
              Intangible assets                     414,560             -            414,560 
              Other                                 111,414             -            111,414 

                Total other assets                  685,118             -            685,118 

        Net assets of discontinued
          insurance business                        370,391       (370,391)(C)            -  

                Total assets                     $3,161,402       $ 40,042        $3,201,444
(Continued)

         See notes to pro forma condensed consolidated financial statements
F-4

                                          HARCOURT GENERAL, INC. 
                         PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                               JULY 31, 1994
Pro Forma  
                                                                  Adjustments 
        (In thousands)                                             to Reflect       Adjusted 
                                                  Historical      Disposition      Pro Forma
Liabilities and Shareholders' Equity
        Current liabilities
              Notes payable and current
                maturities of long-term
                liabilities                      $  133,201       $     -        $   133,201 
              Accounts payable                      243,325             -            243,325 
              Accrued liabilities                   383,968         20,813 (D)       404,781 
              Taxes payable                          51,007          4,816 (E)        55,823 
              Other current liabilities              85,067             -             85,067 

                Total current liabilities           896,568         25,629           922,197 

        Long-term liabilities
              Notes and debentures                  908,744             -            908,744 
              Other long-term liabilities           183,198          6,212 (F)       189,410 

                Total long-term liabilities       1,091,942          6,212         1,098,154 

        Deferred income taxes                       174,749             -            174,749 

        Shareholders' equity
              Preferred stock                         1,461             -              1,461 
              Common stock                           77,878             -             77,878 
              Paid-in capital                       723,699             -            723,699 
              Cumulative translation adjustments     (6,413)            -             (6,413)
              Retained earnings                     201,518          8,201 (G)       209,719 

                Total shareholders' equity          998,143          8,201         1,006,344 

              Total liabilities and
                shareholders' equity             $3,161,402       $ 40,042        $3,201,444
See notes to pro forma condensed consolidated financial statements
F-5
                            HARCOURT GENERAL, INC.

        NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

        (A)   Reflects the operations of the insurance business.

        (B)   Reflects the cash proceeds from the sale of the insurance 
              business.

        (C)   Reflects the net assets of the insurance business sold.

        (D)   Reflects the estimated liabilities incurred resulting from the 
              sale of the insurance business.  These liabilities primarily 
              include facility costs and professional fees related to the 
              sale.

        (E)   Reflects the estimated tax liability incurred resulting from 
              the sale of the insurance business. 

        (F)   Reflects the liabilities to be retained by Harcourt General 
              related to employee benefits.

        (G)   Reflects the estimated after-tax gain on the sale of the 
              insurance business.