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): MAY 11, 2001



                           NEBRASKA BOOK COMPANY, INC.
             (Exact name of registrant as specified in its charter)



            KANSAS                       333-48221               47-0549819
(State or other jurisdiction of        (Commission            (I.R.S. Employer
incorporation or organization)          File Number)         Identification No.)



                             4700 SOUTH 19TH STREET
                             LINCOLN, NE 68501-0529
                    (Address of Principal executive offices)



                                 (402) 421-7300
              (Registrant's telephone number, including area code)


                                       1
<PAGE>


    ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         Effective May 11, 2001,  Nebraska Book  Company,  Inc. (the  "Company")
    entered  into an  Agreement of Sale (the  "Agreement")  with the  University
    Co-operative  Society (the  "Co-op") at the  University  of Texas in Austin.
    Pursuant to the Agreement,  the Company sold inventory and certain property,
    plant  and  equipment  located  at two of its  college  bookstore  locations
    serving the  University of Texas to the Co-op for $1.2 million.  The Company
    also assigned an associated real estate operating lease to the Co-op. Of the
    total sales price,  $0.9 million was received at closing with the  remaining
    $0.3 million due and  receivable  on or before May 1, 2002.  The sales price
    was determined in an arm's length negotiated transaction.



    ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

        (b)    Pro Forma Financial Information (Pages 3-8)

               Unaudited Pro Forma Balance Sheet as of December 31, 2000
               Notes to Unaudited Pro Forma Balance Sheet
               Unaudited Pro Forma  Statements of Operations for the nine months
               ended  December  31,  2000 and year ended March 31, 2000
               Notes to Unaudited Pro Forma Statements of Operations

        (c)    Exhibits

               2.1  Agreement  of Sale,  as  amended,  dated as of  May 11, 2001
                    between    Nebraska  Book  Company,  Inc.   and   University
                    Co-operative Society



                                       2
<PAGE>


                    UNAUDITED PRO FORMA FINANCIAL INFORMATION


        The unaudited  pro forma  balance sheet and  statements of operations of
    the Company have been prepared to give effect to the sale of certain  assets
    associated with the Company's two college  bookstore  locations  serving the
    University  of Texas in Austin.  Of the total sales  price of $1.2  million,
    $0.9 million was received at closing with the remaining $0.3 million due and
    receivable on or before May 1, 2002.

        The unaudited pro forma balance sheet and statements of operations  have
    been derived from,  and should be read in  conjunction  with, the historical
    financial  statements  and related  notes of the Company.  The unaudited pro
    forma  balance  sheet  assumes  that this sale of a business  occurred as of
    December 31, 2000. The unaudited pro forma  statements of operations  assume
    that this sale of a business  occurred at the  beginning  of the fiscal year
    presented.

        The unaudited pro forma  statements  of operations  are not  necessarily
    indicative of what the actual results of operations would have been had this
    sale of a business  occurred at the beginning of the fiscal year  presented,
    nor do they purport to indicate the results of future operations.



                                       3
<PAGE>

<TABLE>
<CAPTION>

NEBRASKA BOOK COMPANY, INC.

UNAUDITED PRO FORMA BALANCE SHEET
DECEMBER 31, 2000
--------------------------------------------------------------------------------------------

                                                     Nebraska      College
                                                       Book       Bookstores     Pro
                                                   Company, Inc.   Sold (A)      Forma
                                                   -------------  ---------- ---------------
<S>                                                <C>            <C>         <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                        $   7,886,575  $  900,000  $   8,786,575
  Receivables                                         49,320,603     300,000     49,620,603
  Inventories                                         77,918,950    (930,719)    76,988,231
  Recoverable income tax                               1,916,338           -      1,916,338
  Deferred income taxes                                1,598,793           -      1,598,793
  Prepaid expenses and other assets                      250,674           -        250,674
                                                   -------------- ----------- --------------
    Total current assets                             138,891,933     269,281    139,161,214

PROPERTY AND EQUIPMENT                                37,913,248    (105,296)    37,807,952
  Less accumulated depreciation                      (12,954,681)     20,397    (12,934,284)
                                                   -------------- ----------- --------------
                                                      24,958,567     (84,899)    24,873,668

GOODWILL AND OTHER INTANGIBLES,
net of amortization                                   36,770,482    (607,541)    36,162,941

OTHER ASSETS                                           4,634,647           -      4,634,647
                                                   -------------- ----------- --------------
                                                   $ 205,255,629  $ (423,159) $ 204,832,470
                                                   ============== =========== ==============

LIABILITIES AND STOCKHOLDER'S DEFICIT

CURRENT LIABILITIES:
  Accounts payable                                 $  18,793,073  $        -  $  18,793,073
  Accrued employee compensation and benefits           4,758,896           -      4,758,896
  Accrued interest                                     4,006,241           -      4,006,241
  Accrued expenses                                       599,065           -        599,065
  Deferred revenue                                       287,238           -        287,238
  Current maturities of long-term debt                 5,795,397           -      5,795,397
  Current maturities of capital lease obligations         29,501           -         29,501
  Revolving credit facility                           36,100,000           -     36,100,000
                                                   -------------- ----------- --------------
    Total current liabilities                         70,369,411           -     70,369,411

LONG-TERM DEBT, net of current maturities            157,118,590           -    157,118,590

CAPITAL LEASE OBLIGATIONS,
net of current maturities                                 29,401           -         29,401

OTHER LONG-TERM LIABILITIES                              229,725           -        229,725

DUE TO PARENT                                          6,425,987           -      6,425,987


STOCKHOLDER'S DEFICIT:
  Common stock, voting, authorized 50,000
  shares of $1.00 par value; issued and
  outstanding 100 shares                                     100           -            100
  Additional paid-in capital                          46,444,925           -     46,444,925
  Accumulated deficit                                (75,362,510)   (423,159)   (75,785,669)
                                                   -------------- ----------- --------------
    Total stockholder's deficit                      (28,917,485)   (423,159)   (29,340,644)
                                                   -------------- ----------- --------------

                                                   $ 205,255,629  $ (423,159) $ 204,832,470
                                                   ============== =========== ==============
</TABLE>

See notes to unaudited pro forma balance sheet.


                                       4
<PAGE>


        NOTES TO UNAUDITED PRO FORMA BALANCE SHEET


(A)     This column  represents the historical cost of all of the assets sold to
        the University  Co-operative  Society  attributable to the Company's two
        college  bookstore  locations serving the University of Texas in Austin.
        Additionally, this column records the proceeds received from the sale of
        the business and the net loss incurred,  assuming that the sale occurred
        on December 31, 2000.  Due  primarily  to the  fluctuation  in inventory
        balances  between  December  31,  2000  and May 11,  2001,  the  Company
        actually  recognized a gain of approximately $0.2 million at the time of
        sale.

              Proceeds from sale of college bookstore assets:
                Cash                                            $  900,000
                Receivable                                         300,000
                                                               ------------
                  Total proceeds                                 1,200,000

              College bookstore assets sold                      1,623,159
                                                               ------------

              Loss on sale                                      $ (423,159)
                                                               ============




                                       5
<PAGE>

<TABLE>
<CAPTION>

NEBRASKA BOOK COMPANY, INC.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
NINE MONTHS ENDED DECEMBER 31, 2000
---------------------------------------------------------------------------------------------------

                                            Nebraska      College        Pro
                                              Book       Bookstores     Forma            Pro
                                          Company, Inc.   Sold (A)    Adjustments       Forma
                                          -------------  -----------  -----------    --------------
<S>                                       <C>            <C>           <C>           <C>
REVENUES, net of returns                  $ 210,925,690  $ 1,741,277   $ 252,854 (B) $ 209,437,267

COSTS OF SALES                              131,581,549    1,250,754     252,854 (B)   130,593,346
                                                                           9,697 (C)
                                          -------------- ------------  ----------    --------------
  Gross profit                               79,344,141      490,523      (9,697)       78,843,921

OPERATING EXPENSES:
  Selling, general and administrative        53,234,648      556,419           -        52,678,229
  Depreciation                                2,161,198       32,412           -         2,128,786
  Amortization                                8,040,166      318,330           -         7,721,836
                                          -------------- ------------  ----------    --------------
                                             63,436,012      907,161           -        62,528,851
                                          -------------- ------------  ----------    --------------

INCOME (LOSS) FROM OPERATIONS                15,908,129     (416,638)     (9,697)       16,315,070

OTHER EXPENSES (INCOME):
  Interest expense                           13,464,464            -           -        13,464,464
  Interest income                              (383,479)           -           -          (383,479)
  Other income                               (1,367,474)     (43,082)     (9,697)(C)    (1,334,089)
                                          -------------- ------------  ----------    --------------
                                             11,713,511      (43,082)     (9,697)       11,746,896
                                          -------------- ------------  ----------    --------------

INCOME (LOSS) BEFORE INCOME TAXES             4,194,618     (373,556)          -         4,568,174

INCOME TAX EXPENSE (BENEFIT)                  2,995,949      (22,091)          -         3,018,040
                                          -------------- ------------  ----------    --------------
NET INCOME (LOSS)                         $   1,198,669  $  (351,465)  $       -     $   1,550,134
                                          ============== ============  ==========    ==============

</TABLE>

See notes to unaudited pro forma statements of operations.


                                       6
<PAGE>

<TABLE>
<CAPTION>
NEBRASKA BOOK COMPANY, INC.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 2000
--------------------------------------------------------------------------------------------------

                                             Nebraska      College        Pro
                                               Book       Bookstores     Forma            Pro
                                            Company, Inc.  Sold (A)    Adjustments       Forma
                                            ------------ ------------  ----------     ------------
<S>                                        <C>            <C>           <C>           <C>
REVENUES, net of returns                   $ 265,290,230  $ 2,189,865   $ 187,401 (B) $ 263,287,766

COSTS OF SALES                               164,921,525    1,457,482     187,401 (B)   163,667,390
                                                                           15,946 (C)
                                           -------------- ------------  ----------    --------------

  Gross profit                               100,368,705      732,383     (15,946)       99,620,376

OPERATING EXPENSES:
  Selling, general and administrative         65,581,709      624,217           -        64,957,492
  Depreciation                                 3,096,013       29,737           -         3,066,276
  Amortization                                 9,319,993      347,449           -         8,972,544
                                           -------------- ------------  ----------    --------------
                                              77,997,715    1,001,403           -        76,996,312
                                           -------------- ------------  ----------    --------------

INCOME (LOSS) FROM OPERATIONS                 22,370,990     (269,020)    (15,946)       22,624,064

OTHER EXPENSES (INCOME):
  Interest expense                            17,469,487            -           -        17,469,487
  Interest income                               (355,935)           -           -          (355,935)
  Other income                                (1,478,022)     (62,854)    (15,946)(C)    (1,431,114)
                                           -------------- ------------  ----------    --------------

                                              15,635,530      (62,854)    (15,946)       15,682,438
                                           -------------- ------------  ----------    --------------

INCOME (LOSS) BEFORE INCOME TAXES              6,735,460     (206,166)          -         6,941,626

INCOME TAX EXPENSE                             4,844,744       56,513           -         4,788,231
                                           -------------- ------------  ----------    --------------

NET INCOME (LOSS)                          $   1,890,716  $  (262,679)  $       -     $   2,153,395
                                           ============== ============  ==========    ==============
</TABLE>



See notes to unaudited pro forma statements of operations.

                                       7



<PAGE>


    NOTES TO UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS


(A)     This column represents the historical results of operations for the nine
        months  ended  December  31,  2000 and year ended March 31, 2000 for the
        Company's two college bookstore locations that were sold.

(B)     This adjustment records sales made from the Company's wholesale division
        to the two college  bookstore  locations that were sold.  Such sales and
        the associated cost of sales had been eliminated in consolidation.

(C)     This  adjustment  records  commissions  paid by the Company's  wholesale
        division  for  wholesale   textbooks  purchased  from  the  two  college
        bookstore locations that were sold. Such commissions had been eliminated
        in consolidation.



                                       8
<PAGE>



    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 on May 25, 2001.


                              NEBRASKA BOOK COMPANY, INC.



                              /s/ Mark W. Oppegard
                              ------------------------------------------------
                              Mark W. Oppegard
                              President, Chief Executive Officer and Director



                              /s/ Alan G. Siemek
                              ------------------------------------------------
                              Alan G. Siemek
                              Senior Vice  President-Finance and Administration,
                              Chief Financial Officer, Treasurer and Assistant
                              Secretary


                                       9
[{"type": "8-K", "sequence": "1", "filename": "nebook8k.txt", "secsgml_size_bytes": 18102}]
{"company-data": {"conformed-name": "NEBRASKA BOOK CO", "cik": "0001056758", "assigned-sic": "5190", "irs-number": "470549819", "state-of-incorporation": "KS", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-48221", "film-number": "1649338"}, "business-address": {"street1": "4700 SOUTH 19TH ST", "city": "LINCOLN", "state": "NE", "zip": "68501-0529", "phone": "4024217300"}, "mail-address": {"street1": "4700 SOUTH 19TH ST", "city": "LINCOLN", "state": "NE", "zip": "68501-0529"}}
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): MAY 11, 2001

                           NEBRASKA BOOK COMPANY, INC.
             (Exact name of registrant as specified in its charter)

            KANSAS                       333-48221               47-0549819
(State or other jurisdiction of        (Commission            (I.R.S. Employer
incorporation or organization)          File Number)         Identification No.)

                             4700 SOUTH 19TH STREET
                             LINCOLN, NE 68501-0529
                    (Address of Principal executive offices)

                                 (402) 421-7300
              (Registrant's telephone number, including area code)

                                       1
ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         Effective May 11, 2001,  Nebraska Book  Company,  Inc. (the  "Company")
    entered  into an  Agreement of Sale (the  "Agreement")  with the  University
    Co-operative  Society (the  "Co-op") at the  University  of Texas in Austin.
    Pursuant to the Agreement,  the Company sold inventory and certain property,
    plant  and  equipment  located  at two of its  college  bookstore  locations
    serving the  University of Texas to the Co-op for $1.2 million.  The Company
    also assigned an associated real estate operating lease to the Co-op. Of the
    total sales price,  $0.9 million was received at closing with the  remaining
    $0.3 million due and  receivable  on or before May 1, 2002.  The sales price
    was determined in an arm's length negotiated transaction.

    ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

        (b)    Pro Forma Financial Information (Pages 3-8)

               Unaudited Pro Forma Balance Sheet as of December 31, 2000
               Notes to Unaudited Pro Forma Balance Sheet
               Unaudited Pro Forma  Statements of Operations for the nine months
               ended  December  31,  2000 and year ended March 31, 2000
               Notes to Unaudited Pro Forma Statements of Operations

        (c)    Exhibits

               2.1  Agreement  of Sale,  as  amended,  dated as of  May 11, 2001
                    between    Nebraska  Book  Company,  Inc.   and   University
                    Co-operative Society

                                       2
UNAUDITED PRO FORMA FINANCIAL INFORMATION

        The unaudited  pro forma  balance sheet and  statements of operations of
    the Company have been prepared to give effect to the sale of certain  assets
    associated with the Company's two college  bookstore  locations  serving the
    University  of Texas in Austin.  Of the total sales  price of $1.2  million,
    $0.9 million was received at closing with the remaining $0.3 million due and
    receivable on or before May 1, 2002.

        The unaudited pro forma balance sheet and statements of operations  have
    been derived from,  and should be read in  conjunction  with, the historical
    financial  statements  and related  notes of the Company.  The unaudited pro
    forma  balance  sheet  assumes  that this sale of a business  occurred as of
    December 31, 2000. The unaudited pro forma  statements of operations  assume
    that this sale of a business  occurred at the  beginning  of the fiscal year
    presented.

        The unaudited pro forma  statements  of operations  are not  necessarily
    indicative of what the actual results of operations would have been had this
    sale of a business  occurred at the beginning of the fiscal year  presented,
    nor do they purport to indicate the results of future operations.

                                       3
NEBRASKA BOOK COMPANY, INC.

UNAUDITED PRO FORMA BALANCE SHEET
DECEMBER 31, 2000
--------------------------------------------------------------------------------------------

                                                     Nebraska      College
                                                       Book       Bookstores     Pro
                                                   Company, Inc.   Sold (A)      Forma
                                                   -------------  ---------- ---------------
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                        $   7,886,575  $  900,000  $   8,786,575
  Receivables                                         49,320,603     300,000     49,620,603
  Inventories                                         77,918,950    (930,719)    76,988,231
  Recoverable income tax                               1,916,338           -      1,916,338
  Deferred income taxes                                1,598,793           -      1,598,793
  Prepaid expenses and other assets                      250,674           -        250,674
                                                   -------------- ----------- --------------
    Total current assets                             138,891,933     269,281    139,161,214

PROPERTY AND EQUIPMENT                                37,913,248    (105,296)    37,807,952
  Less accumulated depreciation                      (12,954,681)     20,397    (12,934,284)
                                                   -------------- ----------- --------------
                                                      24,958,567     (84,899)    24,873,668

GOODWILL AND OTHER INTANGIBLES,
net of amortization                                   36,770,482    (607,541)    36,162,941

OTHER ASSETS                                           4,634,647           -      4,634,647
                                                   -------------- ----------- --------------
                                                   $ 205,255,629  $ (423,159) $ 204,832,470
                                                   ============== =========== ==============

LIABILITIES AND STOCKHOLDER'S DEFICIT

CURRENT LIABILITIES:
  Accounts payable                                 $  18,793,073  $        -  $  18,793,073
  Accrued employee compensation and benefits           4,758,896           -      4,758,896
  Accrued interest                                     4,006,241           -      4,006,241
  Accrued expenses                                       599,065           -        599,065
  Deferred revenue                                       287,238           -        287,238
  Current maturities of long-term debt                 5,795,397           -      5,795,397
  Current maturities of capital lease obligations         29,501           -         29,501
  Revolving credit facility                           36,100,000           -     36,100,000
                                                   -------------- ----------- --------------
    Total current liabilities                         70,369,411           -     70,369,411

LONG-TERM DEBT, net of current maturities            157,118,590           -    157,118,590

CAPITAL LEASE OBLIGATIONS,
net of current maturities                                 29,401           -         29,401

OTHER LONG-TERM LIABILITIES                              229,725           -        229,725

DUE TO PARENT                                          6,425,987           -      6,425,987

STOCKHOLDER'S DEFICIT:
  Common stock, voting, authorized 50,000
  shares of $1.00 par value; issued and
  outstanding 100 shares                                     100           -            100
  Additional paid-in capital                          46,444,925           -     46,444,925
  Accumulated deficit                                (75,362,510)   (423,159)   (75,785,669)
                                                   -------------- ----------- --------------
    Total stockholder's deficit                      (28,917,485)   (423,159)   (29,340,644)
                                                   -------------- ----------- --------------

                                                   $ 205,255,629  $ (423,159) $ 204,832,470
                                                   ============== =========== ==============
See notes to unaudited pro forma balance sheet.

                                       4
NOTES TO UNAUDITED PRO FORMA BALANCE SHEET

(A)     This column  represents the historical cost of all of the assets sold to
        the University  Co-operative  Society  attributable to the Company's two
        college  bookstore  locations serving the University of Texas in Austin.
        Additionally, this column records the proceeds received from the sale of
        the business and the net loss incurred,  assuming that the sale occurred
        on December 31, 2000.  Due  primarily  to the  fluctuation  in inventory
        balances  between  December  31,  2000  and May 11,  2001,  the  Company
        actually  recognized a gain of approximately $0.2 million at the time of
        sale.

              Proceeds from sale of college bookstore assets:
                Cash                                            $  900,000
                Receivable                                         300,000
                                                               ------------
                  Total proceeds                                 1,200,000

              College bookstore assets sold                      1,623,159
                                                               ------------

              Loss on sale                                      $ (423,159)
                                                               ============

                                       5
NEBRASKA BOOK COMPANY, INC.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
NINE MONTHS ENDED DECEMBER 31, 2000
---------------------------------------------------------------------------------------------------

                                            Nebraska      College        Pro
                                              Book       Bookstores     Forma            Pro
                                          Company, Inc.   Sold (A)    Adjustments       Forma
                                          -------------  -----------  -----------    --------------
REVENUES, net of returns                  $ 210,925,690  $ 1,741,277   $ 252,854 (B) $ 209,437,267

COSTS OF SALES                              131,581,549    1,250,754     252,854 (B)   130,593,346
                                                                           9,697 (C)
                                          -------------- ------------  ----------    --------------
  Gross profit                               79,344,141      490,523      (9,697)       78,843,921

OPERATING EXPENSES:
  Selling, general and administrative        53,234,648      556,419           -        52,678,229
  Depreciation                                2,161,198       32,412           -         2,128,786
  Amortization                                8,040,166      318,330           -         7,721,836
                                          -------------- ------------  ----------    --------------
                                             63,436,012      907,161           -        62,528,851
                                          -------------- ------------  ----------    --------------

INCOME (LOSS) FROM OPERATIONS                15,908,129     (416,638)     (9,697)       16,315,070

OTHER EXPENSES (INCOME):
  Interest expense                           13,464,464            -           -        13,464,464
  Interest income                              (383,479)           -           -          (383,479)
  Other income                               (1,367,474)     (43,082)     (9,697)(C)    (1,334,089)
                                          -------------- ------------  ----------    --------------
                                             11,713,511      (43,082)     (9,697)       11,746,896
                                          -------------- ------------  ----------    --------------

INCOME (LOSS) BEFORE INCOME TAXES             4,194,618     (373,556)          -         4,568,174

INCOME TAX EXPENSE (BENEFIT)                  2,995,949      (22,091)          -         3,018,040
                                          -------------- ------------  ----------    --------------
NET INCOME (LOSS)                         $   1,198,669  $  (351,465)  $       -     $   1,550,134
                                          ============== ============  ==========    ==============
See notes to unaudited pro forma statements of operations.

                                       6
NEBRASKA BOOK COMPANY, INC.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 2000
--------------------------------------------------------------------------------------------------

                                             Nebraska      College        Pro
                                               Book       Bookstores     Forma            Pro
                                            Company, Inc.  Sold (A)    Adjustments       Forma
                                            ------------ ------------  ----------     ------------
REVENUES, net of returns                   $ 265,290,230  $ 2,189,865   $ 187,401 (B) $ 263,287,766

COSTS OF SALES                               164,921,525    1,457,482     187,401 (B)   163,667,390
                                                                           15,946 (C)
                                           -------------- ------------  ----------    --------------

  Gross profit                               100,368,705      732,383     (15,946)       99,620,376

OPERATING EXPENSES:
  Selling, general and administrative         65,581,709      624,217           -        64,957,492
  Depreciation                                 3,096,013       29,737           -         3,066,276
  Amortization                                 9,319,993      347,449           -         8,972,544
                                           -------------- ------------  ----------    --------------
                                              77,997,715    1,001,403           -        76,996,312
                                           -------------- ------------  ----------    --------------

INCOME (LOSS) FROM OPERATIONS                 22,370,990     (269,020)    (15,946)       22,624,064

OTHER EXPENSES (INCOME):
  Interest expense                            17,469,487            -           -        17,469,487
  Interest income                               (355,935)           -           -          (355,935)
  Other income                                (1,478,022)     (62,854)    (15,946)(C)    (1,431,114)
                                           -------------- ------------  ----------    --------------

                                              15,635,530      (62,854)    (15,946)       15,682,438
                                           -------------- ------------  ----------    --------------

INCOME (LOSS) BEFORE INCOME TAXES              6,735,460     (206,166)          -         6,941,626

INCOME TAX EXPENSE                             4,844,744       56,513           -         4,788,231
                                           -------------- ------------  ----------    --------------

NET INCOME (LOSS)                          $   1,890,716  $  (262,679)  $       -     $   2,153,395
                                           ============== ============  ==========    ==============
See notes to unaudited pro forma statements of operations.

                                       7
NOTES TO UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS

(A)     This column represents the historical results of operations for the nine
        months  ended  December  31,  2000 and year ended March 31, 2000 for the
        Company's two college bookstore locations that were sold.

(B)     This adjustment records sales made from the Company's wholesale division
        to the two college  bookstore  locations that were sold.  Such sales and
        the associated cost of sales had been eliminated in consolidation.

(C)     This  adjustment  records  commissions  paid by the Company's  wholesale
        division  for  wholesale   textbooks  purchased  from  the  two  college
        bookstore locations that were sold. Such commissions had been eliminated
        in consolidation.

                                       8
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 on May 25, 2001.

                              NEBRASKA BOOK COMPANY, INC.

                              /s/ Mark W. Oppegard
                              ------------------------------------------------
                              Mark W. Oppegard
                              President, Chief Executive Officer and Director

                              /s/ Alan G. Siemek
                              ------------------------------------------------
                              Alan G. Siemek
                              Senior Vice  President-Finance and Administration,
                              Chief Financial Officer, Treasurer and Assistant
                              Secretary

                                       9