Registration No. 333-_____
                                                                           
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                          National Research Corporation
             (Exact name of registrant as specified in its charter)

             Wisconsin                                        47-0634000     
    (State or other jurisdiction                           (I.R.S. Employer  
   of incorporation or organization)                      Identification No.)

                  1033 "O" Street
                 Lincoln, Nebraska                                   68508   
     (Address of principal executive offices)                      (Zip Code)


            National Research Corporation 1997 Equity Incentive Plan
                            (Full title of the plan)

            Michael D. Hays                             Copy to:
 President and Chief Executive Officer
     National Research Corporation              Benjamin F. Garmer, III
            1033 "O" Street                         Foley & Lardner
        Lincoln, Nebraska  68508               777 East Wisconsin Avenue
             (402) 475-2525                    Milwaukee, Wisconsin 53202
  (Name, address and telephone number,               (414) 271-2400
   including area code, of agent for service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                   Proposed      Proposed
      Title of                     Maximum       Maximum
     Securities       Amount       Offering     Aggregate      Amount of
        to be         to be         Price       Offering     Registration
     Registered   Registered(1)   Per Share       Price           Fee

    Common Stock,
     $.001 par    730,000
     value,       shares          $8.9375(2)  $6,524,375(2)   $1,924.69


   (1)      Pursuant to Rule 416(a) under the Securities Act of 1933, this
            Registration Statement also covers an indeterminate number of
            additional shares of Common Stock that may become issuable as a
            result of stock splits, stock dividends, or similar transactions
            pursuant to the anti-dilution provisions of the Equity Incentive
            Plan.

   (2)      Estimated pursuant to Rule 457(c) and (h) under the Securities
            Act of 1933 solely for the purpose of calculating the
            registration fee based on the average of the high and low prices
            for National Research Corporation Common Stock on the Nasdaq
            National Market on May 1, 1998.

                        _________________________________


   <PAGE>


                                     PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed by National Research Corporation
   (the "Company") with the Commission are hereby incorporated herein by
   reference:

             1.  The Company's Annual Report on Form 10-K for the fiscal year
   ended December 31, 1997, filed on March 25, 1998.

             2.  The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, dated October
   2, 1997, including any amendment or report filed for the purpose of
   updating such description.

             All documents subsequently filed by the Company pursuant to
   Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
   as amended, after the date of filing of this Registration Statement and
   prior to such time as the Company files a post-effective amendment to this
   Registration Statement which indicates that all securities offered hereby
   have been sold or which deregisters all securities then remaining unsold
   shall be deemed to be incorporated by reference in this Registration
   Statement and to be a part hereof from the date of filing of such
   documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-Laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding and (ii) in proceedings in which the director
   or officer is not successful in defense thereof, unless it is determined
   that the director or officer breached or failed to perform his or her
   duties to the Company and such breach or failure constituted:  (a) a
   willful failure to deal fairly with the Company or its shareholders in
   connection with a matter in which the director or officer had a material
   conflict of interest; (b) a violation of the criminal law unless the
   director or officer had reasonable cause to believe his or her conduct was
   lawful or had no reasonable cause to believe his or her conduct was
   unlawful; (c) a transaction from which the director or officer derived an
   improper personal profit; or (d) willful misconduct.  The Wisconsin
   Business Corporation Law specifically states that it is the public policy
   of Wisconsin to require or permit indemnification in connection with a
   proceeding involving securities regulation, as described therein, to the
   extent required or permitted as described above.  Additionally, under the
   Wisconsin Business Corporation Law, directors of the Company are not
   subject to personal liability to the Company, its shareholders or any
   person asserting rights on behalf thereof for certain breaches or failures
   to perform any duty resulting solely from their status as directors except
   in circumstances paralleling those in subparagraphs (a) through (d)
   outlined above.

             Expenses for the defense of any action for which indemnification
   may be available may be advanced by the Company under certain
   circumstances.

             The indemnification provided by the Wisconsin Business
   Corporation Law and the Company's By-Laws is not exclusive of any other
   rights to which a director or officer may be entitled.  The general effect
   of the foregoing provisions may be to reduce the circumstances which an
   officer or director may be required to bear the economic burden of the
   foregoing liabilities and expenses.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

    Exhibit No.                         Exhibit

    (4.1)              National Research Corporation 1997 Equity
                       Incentive Plan (incorporated by reference to
                       Exhibit (10.2) to National Research
                       Corporation's Form S-1 Registration
                       Statement (Registration No. 333-33273))
    (5)                Opinion of Foley & Lardner

    (23.1)             Consent of KPMG Peat Marwick LLP

    (23.2)             Consent of Foley & Lardner (contained in
                       Exhibit (5) hereto)


   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933, as amended;

                  (ii)  To reflect in the prospectus any facts or events
        arising after the effective date of the Registration Statement (or
        the most recent post-effective amendment thereof) which, individually
        or in the aggregate, represent a fundamental change in the
        information set forth in the Registration Statement;

                  (iii)  To include any material information with respect to
        the plan of distribution not previously disclosed in the Registration
        Statement or any material change to such information in the
        Registration Statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
   if the information required to be included in a post-effective amendment
   by those paragraphs is contained in periodic reports filed with or
   furnished to the Securities and Exchange Commission by the Registrant
   pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
   1934, as amended, that are incorporated by reference in the Registration
   Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered herein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

             (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the Registrant of expenses incurred
   or paid by a director, officer or controlling person of the Registrant in
   the successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.

   <PAGE>

                                   SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly caused
   this Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Lincoln, State of Nebraska, on
   May 8, 1998.

                                 NATIONAL RESEARCH CORPORATION


                                 By:  /s/ Michael D. Hays                   
                                      Michael D. Hays
                                      President and Chief Executive Officer

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints Michael D. Hays and Patrick E.
   Beans, and each of them individually, his attorneys-in-fact and agents,
   with full power of substitution and resubstitution for him and in his
   name, place and stead, in any and all capacities, to sign any and all
   amendments (including post-effective amendments) to the Registration
   Statement and to file the same, with all exhibits thereto, and other
   documents in connection therewith, with the Securities and Exchange
   Commission, granting unto said attorneys-in-fact and agents, and each of
   them, full power and authority to do and perform each and every act and
   thing requisite and necessary to be done in connection therewith, as fully
   to all intents and purposes as he might or could do in person, hereby
   ratifying and confirming all that said attorneys-in-fact and agents, or
   any of them, or their or his substitute or substitutes, may lawfully do or
   cause to be done by virtue hereof.

         Signatures                          Title                 Date


    /s/ Michael D. Hays           President, Chief Executive  May 8, 1998
    Michael D. Hays               Officer and Director
                                  (Principal Executive
                                  Officer)

    /s/ Patrick E. Beans          Vice President, Treasurer,  May 8, 1998
    Patrick E. Beans              Chief Financial Officer            
                                  and Director (Principal
                                  Financial and Accounting
                                  Officer)

    /s/ John N. Nunnelly                   Director           May 8, 1998
    John N. Nunnelly



    /s/ Paul C. Schorr, III                Director           May 8, 1998
    Paul C. Schorr, III

   <PAGE>

                                  EXHIBIT INDEX

                National Research Corporation Director Stock Plan


   Exhibit No.                     Exhibit

    (4.1)        National Research Corporation 1997 Equity
                 Incentive Plan (incorporated by reference to
                 Exhibit (10.2) to National Research
                 Corporation's Form S-1 Registration
                 Statement (Registration No. 333-33273))

    (5)          Opinion of Foley & Lardner

    (23.1)       Consent of KPMG Peat Marwick LLP

    (23.2)       Consent of Foley & Lardner (contained in
                 Exhibit (5) hereto)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15506}]
{"company-data": {"conformed-name": "NATIONAL RESEARCH CORP", "cik": "0000070487", "assigned-sic": "8734", "irs-number": "470634000", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52135", "film-number": "98613398"}, "business-address": {"street1": "1033 O ST", "city": "LINCOLN", "state": "NE", "zip": "68508", "phone": "4024752525"}, "mail-address": {"street1": "1033 O ST", "city": "LINCOLN", "state": "NE", "zip": "68508"}}
Registration No. 333-_____
                                                                           
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                          National Research Corporation
             (Exact name of registrant as specified in its charter)

             Wisconsin                                        47-0634000     
    (State or other jurisdiction                           (I.R.S. Employer  
   of incorporation or organization)                      Identification No.)

                  1033 "O" Street
                 Lincoln, Nebraska                                   68508   
     (Address of principal executive offices)                      (Zip Code)

            National Research Corporation 1997 Equity Incentive Plan
                            (Full title of the plan)

            Michael D. Hays                             Copy to:
 President and Chief Executive Officer
     National Research Corporation              Benjamin F. Garmer, III
            1033 "O" Street                         Foley & Lardner
        Lincoln, Nebraska  68508               777 East Wisconsin Avenue
             (402) 475-2525                    Milwaukee, Wisconsin 53202
  (Name, address and telephone number,               (414) 271-2400
   including area code, of agent for service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                   Proposed      Proposed
      Title of                     Maximum       Maximum
     Securities       Amount       Offering     Aggregate      Amount of
        to be         to be         Price       Offering     Registration
     Registered   Registered(1)   Per Share       Price           Fee

    Common Stock,
     $.001 par    730,000
     value,       shares          $8.9375(2)  $6,524,375(2)   $1,924.69

   (1)      Pursuant to Rule 416(a) under the Securities Act of 1933, this
            Registration Statement also covers an indeterminate number of
            additional shares of Common Stock that may become issuable as a
            result of stock splits, stock dividends, or similar transactions
            pursuant to the anti-dilution provisions of the Equity Incentive
            Plan.

   (2)      Estimated pursuant to Rule 457(c) and (h) under the Securities
            Act of 1933 solely for the purpose of calculating the
            registration fee based on the average of the high and low prices
            for National Research Corporation Common Stock on the Nasdaq
            National Market on May 1, 1998.

                        _________________________________
PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed by National Research Corporation
   (the "Company") with the Commission are hereby incorporated herein by
   reference:

             1.  The Company's Annual Report on Form 10-K for the fiscal year
   ended December 31, 1997, filed on March 25, 1998.

             2.  The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, dated October
   2, 1997, including any amendment or report filed for the purpose of
   updating such description.

             All documents subsequently filed by the Company pursuant to
   Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
   as amended, after the date of filing of this Registration Statement and
   prior to such time as the Company files a post-effective amendment to this
   Registration Statement which indicates that all securities offered hereby
   have been sold or which deregisters all securities then remaining unsold
   shall be deemed to be incorporated by reference in this Registration
   Statement and to be a part hereof from the date of filing of such
   documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-Laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding and (ii) in proceedings in which the director
   or officer is not successful in defense thereof, unless it is determined
   that the director or officer breached or failed to perform his or her
   duties to the Company and such breach or failure constituted:  (a) a
   willful failure to deal fairly with the Company or its shareholders in
   connection with a matter in which the director or officer had a material
   conflict of interest; (b) a violation of the criminal law unless the
   director or officer had reasonable cause to believe his or her conduct was
   lawful or had no reasonable cause to believe his or her conduct was
   unlawful; (c) a transaction from which the director or officer derived an
   improper personal profit; or (d) willful misconduct.  The Wisconsin
   Business Corporation Law specifically states that it is the public policy
   of Wisconsin to require or permit indemnification in connection with a
   proceeding involving securities regulation, as described therein, to the
   extent required or permitted as described above.  Additionally, under the
   Wisconsin Business Corporation Law, directors of the Company are not
   subject to personal liability to the Company, its shareholders or any
   person asserting rights on behalf thereof for certain breaches or failures
   to perform any duty resulting solely from their status as directors except
   in circumstances paralleling those in subparagraphs (a) through (d)
   outlined above.

             Expenses for the defense of any action for which indemnification
   may be available may be advanced by the Company under certain
   circumstances.

             The indemnification provided by the Wisconsin Business
   Corporation Law and the Company's By-Laws is not exclusive of any other
   rights to which a director or officer may be entitled.  The general effect
   of the foregoing provisions may be to reduce the circumstances which an
   officer or director may be required to bear the economic burden of the
   foregoing liabilities and expenses.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

    Exhibit No.                         Exhibit

    (4.1)              National Research Corporation 1997 Equity
                       Incentive Plan (incorporated by reference to
                       Exhibit (10.2) to National Research
                       Corporation's Form S-1 Registration
                       Statement (Registration No. 333-33273))
    (5)                Opinion of Foley & Lardner

    (23.1)             Consent of KPMG Peat Marwick LLP

    (23.2)             Consent of Foley & Lardner (contained in
                       Exhibit (5) hereto)

   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933, as amended;

                  (ii)  To reflect in the prospectus any facts or events
        arising after the effective date of the Registration Statement (or
        the most recent post-effective amendment thereof) which, individually
        or in the aggregate, represent a fundamental change in the
        information set forth in the Registration Statement;

                  (iii)  To include any material information with respect to
        the plan of distribution not previously disclosed in the Registration
        Statement or any material change to such information in the
        Registration Statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
   if the information required to be included in a post-effective amendment
   by those paragraphs is contained in periodic reports filed with or
   furnished to the Securities and Exchange Commission by the Registrant
   pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
   1934, as amended, that are incorporated by reference in the Registration
   Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered herein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

             (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the Registrant of expenses incurred
   or paid by a director, officer or controlling person of the Registrant in
   the successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.
SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly caused
   this Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Lincoln, State of Nebraska, on
   May 8, 1998.

                                 NATIONAL RESEARCH CORPORATION

                                 By:  /s/ Michael D. Hays                   
                                      Michael D. Hays
                                      President and Chief Executive Officer

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints Michael D. Hays and Patrick E.
   Beans, and each of them individually, his attorneys-in-fact and agents,
   with full power of substitution and resubstitution for him and in his
   name, place and stead, in any and all capacities, to sign any and all
   amendments (including post-effective amendments) to the Registration
   Statement and to file the same, with all exhibits thereto, and other
   documents in connection therewith, with the Securities and Exchange
   Commission, granting unto said attorneys-in-fact and agents, and each of
   them, full power and authority to do and perform each and every act and
   thing requisite and necessary to be done in connection therewith, as fully
   to all intents and purposes as he might or could do in person, hereby
   ratifying and confirming all that said attorneys-in-fact and agents, or
   any of them, or their or his substitute or substitutes, may lawfully do or
   cause to be done by virtue hereof.

         Signatures                          Title                 Date

    /s/ Michael D. Hays           President, Chief Executive  May 8, 1998
    Michael D. Hays               Officer and Director
                                  (Principal Executive
                                  Officer)

    /s/ Patrick E. Beans          Vice President, Treasurer,  May 8, 1998
    Patrick E. Beans              Chief Financial Officer            
                                  and Director (Principal
                                  Financial and Accounting
                                  Officer)

    /s/ John N. Nunnelly                   Director           May 8, 1998
    John N. Nunnelly

    /s/ Paul C. Schorr, III                Director           May 8, 1998
    Paul C. Schorr, III
EXHIBIT INDEX

                National Research Corporation Director Stock Plan

   Exhibit No.                     Exhibit

    (4.1)        National Research Corporation 1997 Equity
                 Incentive Plan (incorporated by reference to
                 Exhibit (10.2) to National Research
                 Corporation's Form S-1 Registration
                 Statement (Registration No. 333-33273))

    (5)          Opinion of Foley & Lardner

    (23.1)       Consent of KPMG Peat Marwick LLP

    (23.2)       Consent of Foley & Lardner (contained in
                 Exhibit (5) hereto)