SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A1
Quarterly report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended July 31, 1994
Commission File Number: 1-4925
HARCOURT GENERAL, INC.
27 Boylston St.
Chestnut Hill, MA 02167
(617) 232-8200
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X No
As of September 9, 1994, the number of shares outstanding of
each of the issuer's classes of Common Stock was:
Class Shares Outstanding
Common Stock, $1 Par Value 55,978,375
Class B Stock, $1 Par Value 21,901,589
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
The Company has been informed by the Securities and Exchange
Commission that Exhibits 11.1 and 27.1 were omitted from the
Registrant's electronic filing of its Form 10-Q for the quarter
ended July 31, 1994, which was filed with the Commission on
September 13, 1994. Accordingly, the Registrant hereby amends
Part II, Item 6 of its quarterly report on Form 10-Q for the
quarter ended July 31, 1994 for the sole purpose of resubmitting
Exhibits 11.1 and 27.1 thereto. Part II, Item 6, as amended
shall read in its entirety as follows:
(a) Exhibits.
11.1 Computation of average number of shares
outstanding used in determining primary and fully
diluted earnings per share.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
The Company did not file any reports on Form 8-K during
the quarter ended July 31, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to the be
signed on its behalf by the undersigned hereunto duly authorized.
HARCOURT GENERAL, INC.
Date: December 14, 1994 By:s/Stephen C. Richards
Stephen C. Richards
Vice President and
Controller
EXHIBIT 11.1
<TABLE>
HARCOURT GENERAL, INC. AND SUBSIDIARIES
Computation of average number of shares outstanding used in determining
primary and fully diluted earnings per share:
<CAPTION>
(In thousands) For the Nine Months For the Three Months
Ended July 31, Ended July 31,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
PRIMARY
1. Weighted average number of
common shares outstanding 77,774 76,420 77,872 76,498
2. Assumed conversion of Series A
Cumulative Convertible Stock 1,702 2,799 1,614 2,737
3. Assumed exercise of certain stock
options based on average market
value 343 377 314 390
4. Weighted average number of shares
used in primary per share
computations 79,819 79,596 79,800 79,625
FULLY DILUTED (A)
1. Weighted average number of
common shares outstanding 77,774 76,420 77,872 76,498
2. Assumed conversion of Series A
Cumulative Convertible Stock 1,702 2,799 1,614 2,737
3. Assumed exercise of all dilutive
options based on higher of
average or closing market value 345 403 315 410
4. Weighted average number of shares
used in fully diluted per share
computations 79,821 79,622 79,801 79,645
</TABLE>
(A) This calculation is submitted in accordance with Securities Exchange Act
of 1934 Release No. 9083 although not required by Footnote 2 to Paragraph
14 of APB Opinion No. 15 because it results in dilution of less than 3%.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains a summary of financial information extracted from the
Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of
Operations and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> JUL-31-1994
<CASH> 328,482
<SECURITIES> 0
<RECEIVABLES> 648,628
<ALLOWANCES> 23,653
<INVENTORY> 502,069
<CURRENT-ASSETS> 1,581,473
<PP&E> 847,810
<DEPRECIATION> 323,390
<TOTAL-ASSETS> 3,161,402
<CURRENT-LIABILITIES> 896,568
<BONDS> 908,744
<COMMON> 77,878
0
1,461
<OTHER-SE> 918,804
<TOTAL-LIABILITY-AND-EQUITY> 3,161,402
<SALES> 2,351,543
<TOTAL-REVENUES> 2,351,543
<CGS> 1,442,664
<TOTAL-COSTS> 2,213,514
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 18,993
<INTEREST-EXPENSE> 64,119
<INCOME-PRETAX> 84,943
<INCOME-TAX> 30,579
<INCOME-CONTINUING> 54,364
<DISCONTINUED> 66,097
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 120,461
<EPS-PRIMARY> 1.51
<EPS-DILUTED> 1.51
</TABLE>
