May 14, 1997 Dear Stockholder: I am pleased to inform you that, on May 12, 1997, National Education Corporation entered into an Agreement and Plan of Merger (the "Harcourt Merger Agreement") with Harcourt General, Inc. ("Harcourt") and Nick...

   1
 
[NATIONAL EDUCATION CORPORATION LOGO]
 

                                  May 14, 1997
 
Dear Stockholder:
 
     I am pleased to inform you that, on May 12, 1997, National Education
Corporation entered into an Agreement and Plan of Merger (the "Harcourt Merger
Agreement") with Harcourt General, Inc. ("Harcourt") and Nick Acquisition
Corporation, a wholly-owned subsidiary of Harcourt (the "Purchaser"), and
contemporaneously entered into a settlement agreement with Harcourt and Sylvan
Learning Systems, Inc. ("Sylvan") to terminate the Agreement and Plan of
Reorganization between NEC and Sylvan. Pursuant to the Harcourt Merger
Agreement, the Purchaser has amended its tender offer (as amended, the "Offer")
to purchase all of the outstanding shares of NEC Common Stock (the "Shares") to
increase the offer price from $19.50 per Share to $21.00 per Share. The Offer
will be followed by a merger (the "Merger") in which any remaining Shares will
be converted into the right to receive $21.00 per Share in cash, without
interest.
 
     YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE
MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF NEC, HAS
APPROVED THE OFFER AND THE MERGER, AND UNANIMOUSLY RECOMMENDS THAT NEC
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
 
     In arriving at its recommendation, your Board of Directors gave careful
consideration to a number of factors described in the attached amended Schedule
14D-9 that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of BZW, the investment banking
division of Barclays Bank PLC, NEC's financial adviser, that the consideration
to be received by holders of NEC Common Stock in the Offer and the Merger is
fair to such holders from a financial point of view.
 
     Accompanying the attached amended Schedule 14D-9 relating to the Offer, is
the Offer to Purchase, dated April 21, 1997, as amended by a supplement dated
May 14, 1997, of Purchaser, together with related materials, including a related
Letter of Transmittal to be used for tendering your Shares. These documents set
forth the terms and conditions of the Offer and provide instructions as to how
to tender your Shares. I urge you to read the enclosed material carefully.
 
                                          Sincerely,
 

                                          /s/ Xxx Xxx
                                          Xxx Xxx
                                          President and Chief Executive Officer