EXHIBIT 3

                     [REED ELSEVIER LETTERHEAD]


                                POWER OF ATTORNEY

     The undersigned,

     MR. ERIK EKKER for these purposes acting in his capacity as company
secretary and permanent authorised representative for all intents and purposes
('algemeen procuratiehouder') of Reed Elsevier Overseas BV, a Dutch Company with
limited liability established in Amsterdam, with offices at Van de Sande
Bakhuyzenstraat 4 (Amsterdam Chamber of Commerce file nr. 33155037), hereinafter
'the Company';

     HEREBY AUTHORISES Mr. Henry Z. Horbaczewski of 48 Thackeray Road, Wellesley
Hills, Massachusetts, USA, to execute and deliver on behalf of the Company (i)
the Agreement and Plan of Merger among Reed Elsevier Inc., REH Mergersub Inc.
and Harcourt General, Inc., (ii) the Stockholder Agreement among Reed Elsevier
Inc., REH Mergersub Inc. and the Stockholders (as defined therein) and (iii) any
other documents, agreements, certificates or other instruments as contemplated
by the foregoing agreements, all in the broadest sense and with the power to
subdelegate.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
25 October 2000.

 /s/ Erik Ekker
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ERIK EKKER
(Company Secretary)