As filed with the Securities and Exchange Commission on April 27, 2000


                                                  Registration No. 333-_________
------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                   -----------

                         NATIONAL COMPUTER SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

           Minnesota                                         41-0850527
(State or other jurisdiction                             (I.R.S. Employer
       of incorporation)                                 Identification No.)



       11000 Prairie Lakes Drive
        Eden Prairie, Minnesota                                55344
(Address of principal executive offices)                     (Zip Code)


                         NATIONAL COMPUTER SYSTEMS, INC.
                         1999 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

            J.W. Fenton, Jr.                                 Copy to:
          Secretary/Treasurer                             Jay L. Swanson
     National Computer Systems, Inc.                   Dorsey & Whitney LLP
       11000 Prairie Lakes Drive                      Pillsbury Center South
     Eden Prairie, Minnesota 55344                    220 South Sixth Street
(Name and address of agent for service)           Minneapolis, Minnesota  55402

                                 (952) 829-3040
          (Telephone number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
 Title of
securities      Amount      Proposed maximum    Proposed maximum    Amount of
  to be          to be       offering price    aggregate offering  registration
registered     registered     per share (1)           price            fee
-------------------------------------------------------------------------------
Common Stock,   1,400,000        $47.00           $65,800,000      $17,371.20
$.03 par value
-------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of calculating the  registration  fee,
         based upon the  average of the high and low prices of the Common  Stock
         as reported on the Nasdaq National Market System on April 20, 2000.


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents which have been filed by National Computer Systems, Inc.
(the "Company") with the Securities and Exchange  Commission are incorporated by
reference in this Registration Statement, as of their respective dates:

(a)  The Company's  annual report on Form 10-K for the fiscal year ended January
     29, 2000.

(b)  The  descriptions of the Company's  Common Stock contained in the Company's
     registration  statements on Form 8-A and  amendments  thereto dated June 2,
     1969, June 24, 1987, March 13, 1996 and December 15, 1998.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the  Securities  Exchange  Act of 1934,  as amended,  subsequent  to the date
hereof and prior to the filing of a  post-effective  amendment  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
herein  and to be a part  hereof  from the  respective  dates of  filing of such
documents.


Item 6. Indemnification of Directors and Officers

Section 302A.521 of the Minnesota  Statutes  requires,  among other things,  the
indemnification of persons made or threatened to be made a party to a proceeding
by  reason of acts or  omissions  performed  in their  official  capacity  as an
officer,  director,  employee  or agent of the  corporation  against  judgments,
penalties and fines (including  attorneys' fees) if such person is not otherwise
indemnified,  acted in good faith,  received no improper benefit,  believed that
such conduct was in the best interests of the  corporation,  and, in the case of
criminal  proceedings,  had no reason to believe the conduct  was  unlawful.  In
addition,  Section 302A.521, subd. 3, requires payment by the corporation,  upon
written  request,  of  reasonable  expenses in advance of final  disposition  in
certain  instances.  A  decision  as to  required  indemnification  is made by a
disinterested majority of the Board of Directors present at a meeting at which a
disinterested  quorum is present or by a designated  committee of the Board,  by
special legal counsel, by the shareholders or by a court.

Article IX of the  Company's  Restated  Articles of  Incorporation,  as amended,
provides that a director of the Company  shall not be  personally  liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director,  except for liability (i) for any breach of the  director's  duty of
loyalty to the Company or its  shareholders;  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law; (iii) for authorizing a dividend,  stock  repurchase or redemption or other
distribution  in  violation  of  Minnesota  law  or  for  violation  of  certain
provisions of Minnesota securities laws; (iv) for any transaction from which the
director derived an improper  personal  benefit;  or (v) for any act or omission
occurring prior to the date when Article IX became effective.

The Bylaws of the Company provide that the Company shall indemnify such persons,
for such  liabilities,  in such  manner,  under such  circumstances  and to such
extent as permitted by Section 302A.521, as now enacted or hereafter amended.


Item 8. Exhibits

 Exhibit
  Number   Description
 -------   -----------

    4      Amended and Restated  Rights  Agreement  dated as of December 8, 1998
           between the Company and Norwest Bank Minnesota,  N.A.  (including the
           form  of  Right  Certificate   attached  as  Exhibit  B  thereto)  is
           incorporated  herein by reference to Exhibit 1 to Amendment  No. 3 to
           Form 8-A/A dated December 15, 1998.

    5      Opinion of Counsel for the Company

    23.1   Consent of Independent Auditors

    23.2   Consent of Counsel for the Company (included in Exhibit 5)

    24     Power of Attorney



Item 9. Undertakings

The  undersigned   registrant   hereby  undertakes  that,  for  the  purpose  of
determining any liability under the Securities Act of 1933, each  post-effective
amendment  to  this  registration   statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

The  undersigned  registrant  hereby  undertakes 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.

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 the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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>


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 Eden Prairie, State of Minnesota.

                                                 NATIONAL COMPUTER SYSTEMS, INC.

Dated: April 25, 2000                            By:   /s/ J.W. Fenton, Jr.
                                                 --------------------------
                                                           J.W. Fenton, Jr.
                                                         Secretary/Treasurer

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated:


Name

By:  Russell A. Gullotti*           Chairman of the Board of Directors, and
----------------------------        Chief Executive Officer
     Russell A. Gullotti            (principal executive officer)

By:  David C. Cox*                  Director
----------------------------
     David C. Cox

By:  Delores M. Etter*              Director
----------------------------
     Delores M. Etter

By:  Jean B. Keffeler*              Director
----------------------------
     Jean B. Keffeler

By:  John J. Rando*                 Director
----------------------------
     John J. Rando

By:  Stephen G. Shank*              Director
----------------------------
     Stephen G. Shank

By:  John E. Steuri*                Director
----------------------------
     John E. Steuri

By:  Jeffrey W. Taylor*            Vice President and Chief Financial Officer
----------------------------       (principal financial and accounting officer)
     Jeffrey W. Taylor

* Executed on behalf of the indicated  officers and directors of the  registrant
by J.W. Fenton, Jr., Secretary/Treasurer, duly appointed attorney-in-fact.

/s/  J.W. Fenton, Jr.
----------------------------
    (Attorney-in-fact)                                    Dated: April 25, 2000

<PAGE>





                                  EXHIBIT INDEX


  Exhibit
  Number   Description                                                   Page
  -------  -----------                                                   ----

    5      Opinion of Counsel for the Company . . . . . . . . . . . . .

    23.1   Consent of Independent Auditors  . . . . . . . . . . . . . .

    23.2   Consent of Counsel for the Company (included in Exhibit 5) .

    24     Power of Attorney  . . . . . . . . . . . . . . . . . . . . .
[{"type": "S-8", "sequence": "1", "description": "1999 EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 12164}]
{"company-data": {"conformed-name": "NATIONAL COMPUTER SYSTEMS INC", "cik": "0000069999", "assigned-sic": "7374", "irs-number": "410850527", "state-of-incorporation": "MN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35728", "film-number": "610322"}, "business-address": {"street1": "11000 PRAIRIE LAKES DR", "city": "MINNEAPOLIS", "state": "MN", "zip": "55344", "phone": "6128293000"}, "mail-address": {"street1": "P O BOX 9365", "city": "MINNEAPOLIS", "state": "MN", "zip": "55440"}}
As filed with the Securities and Exchange Commission on April 27, 2000

                                                  Registration No. 333-_________
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                   -----------

                         NATIONAL COMPUTER SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

           Minnesota                                         41-0850527
(State or other jurisdiction                             (I.R.S. Employer
       of incorporation)                                 Identification No.)

       11000 Prairie Lakes Drive
        Eden Prairie, Minnesota                                55344
(Address of principal executive offices)                     (Zip Code)

                         NATIONAL COMPUTER SYSTEMS, INC.
                         1999 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

            J.W. Fenton, Jr.                                 Copy to:
          Secretary/Treasurer                             Jay L. Swanson
     National Computer Systems, Inc.                   Dorsey & Whitney LLP
       11000 Prairie Lakes Drive                      Pillsbury Center South
     Eden Prairie, Minnesota 55344                    220 South Sixth Street
(Name and address of agent for service)           Minneapolis, Minnesota  55402

                                 (952) 829-3040
          (Telephone number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
 Title of
securities      Amount      Proposed maximum    Proposed maximum    Amount of
  to be          to be       offering price    aggregate offering  registration
registered     registered     per share (1)           price            fee
-------------------------------------------------------------------------------
Common Stock,   1,400,000        $47.00           $65,800,000      $17,371.20
$.03 par value
-------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of calculating the  registration  fee,
         based upon the  average of the high and low prices of the Common  Stock
         as reported on the Nasdaq National Market System on April 20, 2000.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents which have been filed by National Computer Systems, Inc.
(the "Company") with the Securities and Exchange  Commission are incorporated by
reference in this Registration Statement, as of their respective dates:

(a)  The Company's  annual report on Form 10-K for the fiscal year ended January
     29, 2000.

(b)  The  descriptions of the Company's  Common Stock contained in the Company's
     registration  statements on Form 8-A and  amendments  thereto dated June 2,
     1969, June 24, 1987, March 13, 1996 and December 15, 1998.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the  Securities  Exchange  Act of 1934,  as amended,  subsequent  to the date
hereof and prior to the filing of a  post-effective  amendment  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
herein  and to be a part  hereof  from the  respective  dates of  filing of such
documents.

Item 6. Indemnification of Directors and Officers

Section 302A.521 of the Minnesota  Statutes  requires,  among other things,  the
indemnification of persons made or threatened to be made a party to a proceeding
by  reason of acts or  omissions  performed  in their  official  capacity  as an
officer,  director,  employee  or agent of the  corporation  against  judgments,
penalties and fines (including  attorneys' fees) if such person is not otherwise
indemnified,  acted in good faith,  received no improper benefit,  believed that
such conduct was in the best interests of the  corporation,  and, in the case of
criminal  proceedings,  had no reason to believe the conduct  was  unlawful.  In
addition,  Section 302A.521, subd. 3, requires payment by the corporation,  upon
written  request,  of  reasonable  expenses in advance of final  disposition  in
certain  instances.  A  decision  as to  required  indemnification  is made by a
disinterested majority of the Board of Directors present at a meeting at which a
disinterested  quorum is present or by a designated  committee of the Board,  by
special legal counsel, by the shareholders or by a court.

Article IX of the  Company's  Restated  Articles of  Incorporation,  as amended,
provides that a director of the Company  shall not be  personally  liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director,  except for liability (i) for any breach of the  director's  duty of
loyalty to the Company or its  shareholders;  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law; (iii) for authorizing a dividend,  stock  repurchase or redemption or other
distribution  in  violation  of  Minnesota  law  or  for  violation  of  certain
provisions of Minnesota securities laws; (iv) for any transaction from which the
director derived an improper  personal  benefit;  or (v) for any act or omission
occurring prior to the date when Article IX became effective.

The Bylaws of the Company provide that the Company shall indemnify such persons,
for such  liabilities,  in such  manner,  under such  circumstances  and to such
extent as permitted by Section 302A.521, as now enacted or hereafter amended.

Item 8. Exhibits

 Exhibit
  Number   Description
 -------   -----------

    4      Amended and Restated  Rights  Agreement  dated as of December 8, 1998
           between the Company and Norwest Bank Minnesota,  N.A.  (including the
           form  of  Right  Certificate   attached  as  Exhibit  B  thereto)  is
           incorporated  herein by reference to Exhibit 1 to Amendment  No. 3 to
           Form 8-A/A dated December 15, 1998.

    5      Opinion of Counsel for the Company

    23.1   Consent of Independent Auditors

    23.2   Consent of Counsel for the Company (included in Exhibit 5)

    24     Power of Attorney

Item 9. Undertakings

The  undersigned   registrant   hereby  undertakes  that,  for  the  purpose  of
determining any liability under the Securities Act of 1933, each  post-effective
amendment  to  this  registration   statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

The  undersigned  registrant  hereby  undertakes 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.

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 the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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.
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 Eden Prairie, State of Minnesota.

                                                 NATIONAL COMPUTER SYSTEMS, INC.

Dated: April 25, 2000                            By:   /s/ J.W. Fenton, Jr.
                                                 --------------------------
                                                           J.W. Fenton, Jr.
                                                         Secretary/Treasurer

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated:

Name

By:  Russell A. Gullotti*           Chairman of the Board of Directors, and
----------------------------        Chief Executive Officer
     Russell A. Gullotti            (principal executive officer)

By:  David C. Cox*                  Director
----------------------------
     David C. Cox

By:  Delores M. Etter*              Director
----------------------------
     Delores M. Etter

By:  Jean B. Keffeler*              Director
----------------------------
     Jean B. Keffeler

By:  John J. Rando*                 Director
----------------------------
     John J. Rando

By:  Stephen G. Shank*              Director
----------------------------
     Stephen G. Shank

By:  John E. Steuri*                Director
----------------------------
     John E. Steuri

By:  Jeffrey W. Taylor*            Vice President and Chief Financial Officer
----------------------------       (principal financial and accounting officer)
     Jeffrey W. Taylor

* Executed on behalf of the indicated  officers and directors of the  registrant
by J.W. Fenton, Jr., Secretary/Treasurer, duly appointed attorney-in-fact.

/s/  J.W. Fenton, Jr.
----------------------------
    (Attorney-in-fact)                                    Dated: April 25, 2000
EXHIBIT INDEX

  Exhibit
  Number   Description                                                   Page
  -------  -----------                                                   ----

    5      Opinion of Counsel for the Company . . . . . . . . . . . . .

    23.1   Consent of Independent Auditors  . . . . . . . . . . . . . .

    23.2   Consent of Counsel for the Company (included in Exhibit 5) .

    24     Power of Attorney  . . . . . . . . . . . . . . . . . . . . .