SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

/X/ Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended June 30, 1995

/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number 1-7120

HARTE-HANKS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 74-1677284
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

200 CONCORD PLAZA DRIVE, SAN ANTONIO, TEXAS 78216
(Address of principal executive offices) (Zip Code)

Registrant's telephone number including area code -- 210/829-9000

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
--- ---

Indicate the number of shares outstanding of each of the issuer's classes
of common stock: $1 par value, 19,890,782 shares as of June 30, 1995.

HARTE-HANKS COMMUNICATIONS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
FORM 10-Q REPORT
June 30, 1995

Page
----

Part I. Financial Information

Item 1. Interim Condensed Consolidated Financial
Statements (Unaudited)

Condensed Consolidated Balance Sheets - 3
June 30, 1995 and December 31, 1994

Consolidated Statements of Operations - 4
Three months ended June 30, 1995 and 1994

Consolidated Statements of Operations - 5
Six months ended June 30, 1995 and 1994

Consolidated Statements of Cash Flows - 6
Six months ended June 30, 1995 and 1994

Notes to Interim Condensed Consolidated Financial 7
Statements

Item 2. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations

Part II. Other Information

Item 4. Submission of Matters to a Vote of Security Holders 15

Item 6. Exhibits and Reports on Form 8-K 15

(a) Exhibits

(b) Reports on Form 8-K

Signature 15

Harte-Hanks Communications, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (in thousands, except per share and share
amounts)
--------------------------------------------------------------------------------
(Unaudited)

June 30, December 31,
1995 1994
-------- ------------

Assets
Current assets
Cash ............................................. $ 5,825 $ 4,391
Accounts receivable, net ......................... 68,528 70,929
Inventory ........................................ 17,184 13,454
Prepaid expenses ................................. 6,002 5,904
Current deferred income tax benefit .............. 7,064 6,808
Other current assets ............................. 3,593 4,143
----------- -----------
Total current assets .......................... 108,196 105,629

Property, plant and equipment, net .................. 86,399 91,278
Goodwill, net ....................................... 276,108 290,335
Other assets ........................................ 6,319 9,656
----------- -----------
Total assets .................................. $ 477,022 $ 496,898
=========== ===========

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable ................................. $ 33,023 $ 31,229
Accrued payroll and related expenses ............. 14,320 17,996
Accrued interest ................................. 549 731
Prepaid subscriptions ............................ 3,204 3,978
Current portion of film contracts ................ 934 1,717
Income taxes payable ............................. 1,658 1,867
Other current liabilities ........................ 14,199 13,165
Current portion of long term debt ................ 50 469
----------- -----------
Total current liabilities ..................... 67,937 71,152

Long term debt ...................................... 241,720 292,858
Other long term liabilities ......................... 24,271 25,248
----------- -----------
Total liabilities ............................. 333,928 389,258
----------- -----------

Stockholders' equity
Common stock, $1 par value, authorized 50,000,000
shares. Issued and outstanding 1995: 19,890,782
shares; 1994: 18,342,503 shares ............... 19,891 18,342
Additional paid-in capital ....................... 164,377 144,350
Accumulated deficit .............................. (39,229) (53,107)
Minimum pension liability adjustment ............. (1,945) (1,945)
----------- -----------
Total stockholders' equity .................... 143,094 107,640
----------- -----------
Total liabilities and stockholders' equity .... $ 477,022 $ 496,898
=========== ===========

See Notes to Interim Condensed Consolidated Financial Statements.

Harte-Hanks Communications, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share amounts)
--------------------------------------------------------------------------------
(Unaudited)

Three Months Ended June 30,
---------------------------
1995 1994
---- ----

Operating revenues ................................ $ 133,808 $ 126,866
---------- ----------
Operating expenses
Payroll ........................................ 47,125 47,219
Production and distribution .................... 46,020 44,049
Advertising, selling, general and
administrative................................ 14,213 12,330
Depreciation ................................... 3,331 3,156
Goodwill amortization .......................... 2,298 2,352
---------- ----------
112,987 109,106
---------- ----------
Operating income .................................. 20,821 17,760
---------- ----------
Other expenses (income)
Interest expense ............................... 4,157 4,144
Interest income ................................ (37) (55)
Other, net ..................................... 409 153
---------- ----------
4,529 4,242
---------- ----------
Income before income tax expense .................. 16,292 13,518
Income tax expense ................................ 7,564 6,579
---------- ----------
Net income ........................................ $ 8,728 $ 6,939
========== ==========
Primary:
Earnings per common share ...................... $ 0.44 $ 0.36
========== ==========
Weighted average common and common equivalent
shares outstanding .......................... 19,831 19,031
========== ==========
Fully diluted:
Earnings per common share ...................... $ 0.43 $ 0.35
========== ==========
Weighted average common and common equivalent
share outstanding ........................... 20,757 20,483
========== ==========

See Notes to Interim Condensed Consolidated Financial Statements.

Six Months Ended June 30,
-------------------------
1995 1994
---- ----

Operating revenues ................................ $ 263,986 $ 241,981
---------- ----------
Operating expenses
Payroll ........................................ 96,829 94,631
Production and distribution .................... 93,293 84,180
Advertising, selling, general and
administrative................................ 28,976 25,933
Depreciation ................................... 6,747 6,336
Goodwill amortization .......................... 4,722 4,702
---------- ----------
230,567 215,782
---------- ----------
Operating income .................................. 33,419 26,199
---------- ----------
Other expenses (income)
Interest expense ............................... 9,103 8,110
Interest income ................................ (139) (91)
Other, net ..................................... 852 277
Gain on divestiture ............................ (12,293) --
---------- ----------
(2,477) 8,296
---------- ----------
Income before income tax expense .................. 35,896 17,903
Income tax expense ................................ 21,058 8,697
---------- ----------
Net income ........................................ $ 14,838 $ 9,206
========== ==========
Net income per share -- primary ................... $ 0.76 $ 0.48
========== ==========
Weighted average common and common equivalent
shares outstanding .......................... 19,485 19,041
========== ==========
Net income per share -- fully diluted ............. $ 0.73 $ 0.47
========== ==========
Weighted average common and common equivalent
share outstanding ........................... 20,679 20,483
========== ==========

See Notes to Interim Condensed Consolidated Financial Statements.

Harte-Hanks Communications, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (in thousands)
--------------------------------------------------------------------------------
(Unaudited)

Six Months Ended June 30,
-------------------------
1995 1994
---- ----

Operating Activities
Net income ..................................... $ 14,838 $ 9,206
Add (deduct) non-cash income and expenses:
Depreciation ............................. 6,747 6,336
Goodwill amortization .................... 4,722 4,702
Amortization of option related expense ... 836 789
Film amortization ........................ 1,284 1,233
Deferred income taxes .................... (1,450) (1,521)
Other, net ............................... 330 235
Gain on divestiture ...................... (12,293) --
Changes in operating assets and liabilities,
net of acquisitions and divestiture
Increase in accounts receivable, net ........ (349) (275)
Increase in inventory ....................... (4,923) (2,045)
Increase in prepaid expenses and other
current assets ........................... (931) (2,933)
Increase (decrease) in accounts payable ..... 1,227 (1,980)
Increase (decrease) in other accrued expenses
and other liabilities .................... (2,421) 5,120
Other, net .................................. (86) (315)
---------- ----------
Net cash provided by operating
activities.............................. 7,531 18,552
---------- ----------
Investing Activities
Purchases of property, plant and equipment ..... (8,411) (7,835)
Proceeds from the sale of property, plant
and equipment and divested assets ............ 40,034 126
Acquisitions ................................... (5,760) --
Payments on film contracts ..................... (1,065) (964)
---------- ----------
Net cash provided by (used in)
investing activities ..................... 24,798 (8,673)
---------- ----------
Financing Activities
Long term debt borrowings ...................... 739,964 224,028
Payments on long term debt, including current
maturities .................................. (771,521) (233,936)
Issuance of common stock ....................... 1,622 429
Dividends paid ................................. (960) --
---------- ----------
Net cash used in financing activities ....... (30,895) (9,479)
---------- ----------
Net decrease in cash ........................... 1,434 400

Cash at beginning of year ...................... 4,391 4,392
---------- ----------
Cash at end of period .......................... $ 5,825 $ 4,792
========== ==========

See Notes to Interim Condensed Consolidated Financial Statements.

Harte-Hanks Communications, Inc. and Subsidiaries

Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)

Note A - Financial Statements

The accompanying unaudited Interim Condensed Consolidated Financial
Statements include the accounts of Harte-Hanks Communications, Inc. and
subsidiaries (the "Company").

The statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the six months ended June 30,
1995 are not necessarily indicative of the results that may be expected
for the year ending December 31. For further information, refer to the
consolidated financial statements and footnotes included in the Company's
annual report on Form 10-K for the year ended December 31, 1994.

Certain prior period amounts have been reclassified for comparative
purposes.

Note B - Divestiture

In March 1995, the Company completed the previously announced sale of its
suburban Boston community newspapers, which consisted of three daily and
11 weekly publications. As a result of this transaction, the Company
recognized a gain on divestiture of $2.3 million, or 11 cents per share,
net of $10.0 million of income taxes.

Note C - Income Taxes

The Company's quarterly income tax calculation is based on an effective
income tax rate that is derived by estimating pretax income and income tax
expense for the entire year ended December 31, 1995. Included in the
year-to-date income tax provision of $21.1 million is $10.0 million
related to the gain on divestiture. Excluding the effect of the gain,
applying the estimated annual effective income tax rate of 46.7% to the
pretax operating income results for the six months ended June 30, 1995
results in an income tax expense of $11.1 million. The effective income
tax rate calculated is higher than the federal statutory rate of 35% due
to the addition of state taxes and to certain expenses recorded for
financial reporting purposes (primarily goodwill amortization), which are
not deductible for federal income tax purposes.

Note D - Long Term Debt

On May 26, 1995, the Company issued 1,428,571 shares of common stock upon
conversion of the $20 million principal amount of the Company's 6 1/4%
convertible notes. Accordingly, the Company transferred $20 million less
$0.1 million of unamortized issue costs, to stockholders' equity.

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

Operating results were as follows:

THREE MONTHS ENDED SIX MONTHS ENDED
IN THOUSANDS JUNE 30, 1995 JUNE 30, 1994 CHANGE JUNE 30, 1995 JUNE 30, 1994 CHANGE
------------ ------------- ------------- ------ ------------- ------------- ------

Revenues $133,808 $126,866 5.5% $263,986 $241,981 9.1%
Operating expenses 112,987 109,106 3.6% 230,567 215,782 6.9%
-------- -------- -------- --------
Operating income $ 20,821 $ 17,760 17.2% $ 33,419 $ 26,199 27.6%
======== ======== ======== ========

Net income $ 8,728 $ 6,939 25.8% $ 14,838 $ 9,206 61.2%
======== ======== ======== ========
Fully diluted earnings
per share $ 0.43 $ 0.35 22.9% $ 0.73 $ 0.47 55.3%
======== ======== ======== ========

Excluding the results of the Boston community newspapers sold on March 31, 1995,
consolidated revenues grew 12.4% to $133.8 million and operating income grew
21.8% to $20.8 million in the second quarter of 1995 as compared to the second
quarter of 1994. The most dramatic growth occurred in the direct marketing
business where revenues increased 25.8% and operating income increased 75.4%.
The Company's overall growth in both the quarter and first six months resulted
from increased business with both new and existing customers, new products and
services as well as advertising and circulation rate increases. Operating
expenses in both periods also rose due to the growth in business as well as
higher newsprint prices and postal rates.

Net income of $14.8 million for the first half of 1995 includes a gain on
divestiture of $2.3 million, net of income taxes, discussed under "Gain on
Divestiture" (page 13). Excluding this net gain on divestiture, net income was
$12.6 million, or 62 cents per share, on a fully diluted basis.

Direct Marketing

Direct marketing operating results were as follows:

Revenues $49,528 $39,377 25.8% $95,300 $74,028 28.7%
Operating expenses 41,724 34,927 19.5% 82,818 67,296 23.1%
------- ------- ------- -------
Operating income $ 7,804 $ 4,450 75.4% $12,482 $ 6,732 85.4%
======= ======= ======= =======

Direct marketing revenues increased $10.2 million, or 25.8%, in the second
quarter of 1995 when compared to 1994. All service offerings achieved growth,
with the most significant increases occurring in database, integrated direct
marketing and response management services. Direct marketing service offerings
enable Harte-Hanks' customers to identify and communicate with their marketing
targets, evaluate responses and measure the effectiveness of their marketing
communications. Overall, revenue growth resulted from increased business with
existing customers through cross-selling and leveraging the Company's

advertising and marketing expertise within service offerings. In addition,
revenue growth was generated by new customers, particularly in the retail,
financial services and high technology industries, as well as by international
customers. Although the majority of direct marketing's revenue growth came from
existing operations, a portion of the increase was attributable to the
acquisitions of Select Marketing, Inc., an Austin, Texas response management
company, and Steinert & Associates, a New York City advertising and marketing
communications firm, which occurred in October 1994 and January 1995,
respectively.

Second quarter operating expenses increased $6.8 million, or 19.5%, when
compared to 1994. Payroll costs were up $3.8 million as a result of increased
hiring to support revenue growth. Also contributing to the increase in operating
expenses were additional general and administrative and production costs of $1.7
million and $1.1 million, respectively, due to increased volumes. The
acquisitions noted above were another contributing factor.

Direct marketing revenues increased $21.3 million, or 28.7%, in the first six
months of 1995 as compared to the comparable 1994 period. Increased revenues
reflect growth in all core service offerings, particularly in database,
integrated direct marketing and response management. The revenue increase during
this time period was also affected by the acquisitions.

Year-to-date 1995 operating expenses rose $15.5 million, or 23.1%, when compared
to 1994. Payroll costs increased $6.9 million due to additional hiring to
support revenue growth. In addition, production costs increased $5.6 million due
to increased volumes. The remainder of the increased operating expenses was
driven by acquisitions and, to a lesser extent, general and administrative costs
incurred as a result of overall growth.

Shoppers

Shopper operating results were as follows:

Revenues $48,285 $45,350 6.5% $91,931 $87,442 5.1%
Operating expenses 41,838 39,634 5.6% 82,542 79,465 3.9%
------- ------- ------- -------
Operating income $ 6,447 $ 5,716 12.8% $ 9,389 $ 7,977 17.7%
======= ======= ======= =======

Shopper revenues grew $2.9 million, or 6.5%, in the second quarter of 1995 as
compared to 1994. Revenue increases occurred primarily in existing circulation
zones, driven primarily by rate increases, and were also due, in part, to
adjacent geographic circulation expansion. Total weekly shopper household
circulation was 7.0 million at June 30, 1995.

Second quarter operating expenses increased $2.2 million, or 5.6%, when compared
to 1994. Postage costs increased $1.4 million, primarily due to a 14% postage
rate increase as well as to increased circulation. In addition, production costs
increased $0.5 million, primarily due to higher color printing costs and
volumes. Newsprint costs increased $0.4 million, or 12.0%, due to higher
newsprint prices, offset by reduced consumption due in part to new

pagination technology in the Company's Southern California and Miami shoppers.
Pagination technology permits a more efficient publication design and reduces
the number of pages in the book. The increase in production costs was partially
offset by lower payroll costs of $0.5 million, or 3.3%, due in part, to reduced
headcount, made possible by the Company's new technology as well as changes in
commission plans.

Excluding revenues from the Company's smallest shopper that was sold in February
1994, year-to-date revenues increased $5.4 million, or 6.3%, as compared to
1994. Revenue growth for the first six months of 1995 was primarily attributable
to increased advertising rates in existing circulation zones as well as new
circulation from household expansion and increased circulation of the newsstand
product.

Excluding operating expenses from the divested shopper, year-to-date operating
costs increased $4.2 million, or 5.4%, in the first six months of 1995 as
compared to 1994. Postage costs increased $3.2 million, due primarily to a
postage rate increase as well as to increased circulation. In addition, color
printing costs and newsprint increases contributed to increased operating costs.
Higher production costs were primarily a result of increased color printing
costs and volumes. Newsprint costs increased due to higher newsprint prices,
offset in part by reduced volumes due to the new pagination technology. The
increased operating costs were partially offset by lower payroll costs of $1.1
million due to reduced headcount and changes in commission plans.

Newspapers

Newspaper operating results were as follows:

Revenues $29,282 $34,791 -15.8% $64,160 $67,012 -4.3%
Operating expenses 22,339 27,794 -19.6% 51,680 55,353 -6.6%
------- ------- ------- -------
Operating income $ 6,943 $ 6,997 - 0.8% $12,480 $11,659 7.0%
======= ======= ======= =======

Newspaper revenues decreased $5.5 million, or 15.8%, in the second quarter of
1995 when compared to 1994. This decrease is due to the March 1995 divestiture
of the Company's Boston community newspapers. Excluding the results from the
Boston community newspapers, second quarter newspaper revenues increased 8.7%,
$2.3 million, to $29.3 million. Advertising revenues were up $1.0 million, or
5.4%. In particular, classified advertising revenues grew 9.5% as a result of
increases both in rates and volumes. The classified growth was attributable to
increased revenues from automotive and help wanted. Retail advertising revenues
increased 1.8% on slightly lower volumes. Insert revenues rose 7.0% on increased
volumes. In addition, niche and specialty product revenues grew primarily due to
a direct mail initiative into South Texas, begun in 1994, and to audiotext, a
new revenue stream for the newspapers. Circulation revenues increased 10.3%,
reflecting home delivery price increases implemented in the fall of 1994.

Newspaper operating expenses decreased $5.5 million, or 19.6%, in the second
quarter of 1995 when compared to 1994. Excluding the divested Boston community

newspapers, operating expenses increased $1.7 million, or 8.3% in the second
quarter of 1995. Newsprint costs increased $0.9 million, or 30.6%, as a result
of higher average newsprint prices offset slightly by reduced volumes. The
reduction in volumes was attributable to newsprint savings from the new press
installed in July 1994 at the Corpus Christi Caller-Times as well as to various
operating decisions to control newsprint consumption. Costs associated with the
direct mail program also rose due to increased volumes as well as the January
1995 postal rate increase.

Newspaper revenues decreased $2.9 million, or 4.3%, in the first half of 1995
when compared to 1994. Excluding the divested Boston newspapers' results,
year-to-date revenues increased 8.1%, or $4.3 million, as compared to 1994.
Advertising revenues were up $1.9 million, or 5.3%. In particular, classified
advertising revenues grew 11.1% as a result of increases both in rates and
volumes. The classified revenue growth was primarily attributable to increases
in help wanted and automotive categories. Insert revenues increased 3.1% as a
result of increased volumes, while retail advertising revenues rose slightly. In
addition, niche and specialty product revenues were up primarily as a result of
a South Texas direct mail initiative and audiotext revenues. Circulation
revenues increased 9.3%, reflecting home delivery price increases in the fall of
1994.

First half newspaper operating expenses decreased $3.7 million, or 6.6%, when
compared to 1994. Excluding the divested Boston newspapers, operating expenses
increased $2.9 million, or 7.1% over 1994. Newsprint costs increased $1.3
million, or 21.9%, as a result of higher average newsprint prices offset
slightly by reduced volumes. Postage costs associated with the direct mail
program also increased.

Television

Television operating results were as follows:

Revenues $6,713 $ 7,348 - 8.6% $12,595 $13,499 - 6.7%
Operating expenses 4,667 4,775 - 2.3% 9,124 9,486 - 3.8%
------ ------- ------- -------
Operating income $2,046 $ 2,573 -20.5% $ 3,471 $ 4,013 -13.5%
====== ======= ======= =======

Revenues for the television segment decreased $0.6 million, or 8.6%, in the
second quarter of 1995 when compared to 1994. The majority of this decline, $0.4
million, was due to lower national advertising revenues as a result of weak CBS
network ratings during the February and May 1995 rating periods. At the
Company's initiative, a new network affiliation agreement was negotiated and
will commence later this year. Television segment revenues were also affected by
the absence of a direct mail publication in 1995.

Second quarter operating expenses for the television segment decreased $0.1
million, or 2.3%, when compared to the same period in 1994. The decrease was
attributable to the absence of costs associated with the direct mail publication
and to effective management of payroll and sales commission costs. Partially
offsetting these cost reductions was an increase in general and

administrative costs, which primarily resulted from costs associated with the
change from a diary rating service to a metered rating service.

Revenues for the television segment decreased $0.9 million, or 6.7%, in the
first half of 1995 when compared to 1994. Contributing to these results were
lower national advertising revenues reflecting weak CBS network performance. In
addition, the first quarter of 1994 benefited from political revenue and CBS
coverage of the National Football League playoffs and winter Olympics.

First half operating expenses for the television segment decreased $0.4 million,
or 3.8%, when compared to the same time period in 1994. The decrease was due to
lower payroll costs and direct mail publication production costs offset
partially by higher metered rating service costs as discussed above.

Gain on Divestiture

In March 1995, the Company completed the previously announced sale of its
suburban Boston community newspapers, which consisted of three daily and 11
weekly publications. As a result of this transaction, the Company recognized a
gain on divestiture of $2.3 million, or 11 cents per share, net of $10.0 million
of income taxes.

Interest Expense

Interest expense remained relatively constant for the second quarter of 1995
when compared to 1994. Interest expense for the first six months of 1995
increased $1.0 million from the same period in 1994 due primarily to higher
interest rates experienced during 1995 partially offset by reduced borrowing
levels. Although short-term interest rates rose throughout 1994, the impact on
the Company was mitigated somewhat by more favorable pricing under terms of the
Company's credit facility. The more favorable pricing is a result of increased
operating cash flow, as defined in the Company's credit facility agreement, and
reduced debt levels. In addition, the Company is realizing lower interest costs
and commitment fees after amending its revolving credit commitment in February
1995.

In May 1995, the $20 million principal amount of the Company's 6 1/4%
convertible notes due September 15, 2002 were converted into 1,428,571 shares of
common stock. The conversion will result in annual interest expense savings of
$1.3 million going forward.

Income Taxes

Income tax expense increased $1.0 million in the second quarter of 1995 when
compared to the same period in 1994. The expense increase was primarily due to
increased income levels.

Year-to-date income tax expense of $21.1 million includes $10.0 million of
income taxes relating to the gain on divestiture. The remaining income tax
expense of $11.1 million related to operations increased $2.4 million when
compared to 1994.

Liquidity and Capital Resources

Cash provided from operating activities for the six months ended June 30, 1995
was $7.5 million as compared to $18.6 million for the six months ended June 30,
1994. Net cash inflows for investing activities were $24.8 million as compared
to outflows of $8.7 million in 1994. Investing activities for the first six
months of 1995 included $40.0 million in sales proceeds from the sale of
property, plant and equipment and divested assets. Also included in investing
activities were expenditures of $5.8 million for acquisitions and $8.4 million
for capital investments. Cash provided from operating activities and the sale of
the Boston community newspapers were used to reduce borrowings under the
Company's credit facility and to make capital investments and acquisitions.

Capital resources are available from and provided through the Company's
unsecured credit facility. All borrowings under the revolving credit facility
are to be repaid by December 31, 2001. Management believes that its credit
facility, together with cash provided from operating activities, will be
sufficient to fund operations, anticipated capital and film expenditures and
debt service requirements for the foreseeable future. As of June 30, 1995, the
Company had $90 million of unused borrowing capacity under its credit facility,
of which $10 million was reserved to serve as backup for the Company's
outstanding commercial paper and other short-term borrowing facilities.

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of stockholders on May 19,
1995. At the meeting the stockholders were requested to vote on
the election of Larry Franklin, Edward H. Harte and James L.
Johnson as Class II directors for three year terms. The result of
the vote was as follows:

Director Votes For Withheld
-------- --------- --------
Larry Franklin 16,685,730 3,628
Edward H. Harte 16,685,863 3,495
James L. Johnson 16,682,880 6,478

The names of each other director whose term of office continued
after the meeting are: Dr. Peter T. Flawn, Christopher M. Harte,
Houston H. Harte and Andrew B. Shelton.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits. See index to Exhibits on Page 16.

(b) No reports on Form 8-K were filed for the six months ended
June 30, 1995.

SIGNATURE

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

HARTE-HANKS COMMUNICATIONS, INC.

August 10, 1995 /s/ Richard L. Ritchie
--------------- ----------------------------
Date Richard L. Ritchie
Senior Vice President,
Finance and Chief Financial
and Accounting Officer

Exhibit
No. Description of Exhibit Page No.
------- ---------------------- --------

*11 Statement Regarding Computation of Net Income 35
Common Share

*27 Financial Data Schedules 37

---------------
* Filed herewith.