As filed with the Securities and Exchange Commission on March 26, 1999

                                               Registration No. 333-__________
----------------------------------------------------------------------------

                             Washington, D.C. 20549

                       SECURITIES AND EXCHANGE COMMISSION


                                    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 or organization)             Identification No.)

      11000 Prairie Lakes Drive                        55344
       Eden Prairie, Minnesota                       (Zip Code)
(Address of Principal Executive Offices)



    NATIONAL COMPUTER SYSTEMS, INC. SUPPLEMENTAL DEFERRED COMPENSATION PLAN
                            (Full title of the Plan)

                                J.W. Fenton, Jr.
                               Secretary/Treasurer
                         NATIONAL COMPUTER SYSTEMS, INC.
                            11000 Prairie Lakes Drive
                          Eden Prairie, Minnesota 55344
                     (Name and address of agent for service)

                                 (612) 829-3040
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                 Jay L. Swanson
                              Dorsey & Whitney LLP
                             220 South Sixth Street
                          Minneapolis, Minnesota 55402


                         CALCULATION OF REGISTRATION FEE
==============================================================================
 Title of
securities                  Proposed maximum   Proposed maximum     Amount of 
  to be      Amount to be    offering price   aggregate offering   registration
registered  registered (1)    per share (2)       price (2)            fee

 Deferred
Compensation                                                                 
Obligations    $5,000,000         100%            $5,000,000          $1,390 
==============================================================================

(1)  The Deferred Compensation Obligations are unsecured obligations of National
     Computer  Systems,  Inc.  to pay  deferred  compensation  in the  future in
     accordance with the National Computer Systems,  Inc.  Supplemental Deferred
     Compensation Plan.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee in accordance  with Rule 457 under the  Securities Act of
     1933.

<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 (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), are  incorporated by reference in this  registration  statement
(the "Registration Statement"):

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended January 31, 1998.

         (b)      The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended April 30, 1998, July 31, 1998 and October 31, 1998.

         (c)      The description of the Company's Common Stock contained in any
                  registration statement filed by the Company under the Exchange
                  Act,  including  any  amendment or report filed by the Company
                  under  the  Exchange  Act for the  purpose  of  updating  such
                  description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act  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 4.  Description of Securities.

         The securities offered hereby by the Company are Deferred  Compensation
Obligations (as defined below).  Pursuant to the terms of the National  Computer
Systems, Inc.  Supplemental  Deferred  Compensation Plan (the "Plan"),  eligible
employees (each such employee,  a  "Participant")  of the Company (or one of its
subsidiaries) may elect to defer up to 70% of their annual base compensation and
80% of their annual bonus.  The minimum annual  deferral  amount is $2,500.  The
amount of base  compensation  and bonus deferred  pursuant to such elections are
referred to herein as "Deferred Compensation Obligations."

         In connection  with the Plan,  the Company has created a  non-qualified
grantor trust (the "Trust") commonly known as a "Rabbi Trust." The assets of the
Trust will be used to pay benefits and defray Plan  expenses.  The assets of the
Trust are  subject to the  claims of  general  creditors  of the  Company.  As a
result, the Deferred  Compensation  Obligations will be unsecured obligations of
the Company to pay deferred  compensation  in the future in accordance  with the
terms of the Plan, and will rank equally with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding.

         The amount of base  compensation and bonus payments to be deferred by a
Participant (a "Deferral")  will be credited with earnings and investment  gains
and losses by assuming that the Deferral was invested in one or more  investment
alternatives  selected by such  Participant in accordance  with the terms of the
Plan.  Investment  alternatives  include  different  mutual funds that invest in
different  types of securities.  However,  Deferrals will not be invested in the
investment  alternatives available under the Plan. Rather, the Trust will invest
its assets in variable  universal life  insurance  contracts on the lives of the
Participants.  The Rabbi Trust is the owner of the policies, and the Rabbi Trust
is the sole beneficiary of such policies. Deferrals will be denominated and paid
in United States dollars.

         The Company  reserves the right to amend or  terminate  the Plan at any
time,  except that no such amendment or termination  shall adversely  affect the
right of a Participant to the balance of such Participant's  Deferrals as of the
date of such amendment or termination.

         Generally,  a  Participant's  right or the right of any other person to
receive  payment  of  Deferred  Compensation  Obligations  cannot  be  assigned,
alienated, sold, garnished, transferred, pledged or encumbered.

         The Deferred Compensation  Obligations are not convertible into another
security of the Company. The Deferred Compensation Obligations will not have the
benefit of a negative  pledge or any other  affirmative or negative  covenant on
the part of the Company.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.


         4  National Computer Systems, Inc. Supplemental Deferred Compensation 
            Plan.

         5  Opinion of counsel as to the validity of the securities covered by 
            the Registration Statement.

      23.1  Consent of Ernst & Young, LLP, independent auditors.

      23.2  Consent of counsel (included in opinion filed as Exhibit 5).

        24  Power of attorney.

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 (the "Securities Act"),
                  unless  the  information  required  to  be  included  in  such
                  post-effective  amendment is  contained  in a periodic  report
                  filed by the Company  pursuant to Section 13 or Section  15(d)
                  of the Exchange Act and incorporated herein by reference;

                           (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,  unless the information  required to be included in
                  such  post-effective  amendment  is  contained  in a  periodic
                  report filed by the Company  pursuant to Section 13 or Section
                  15(d)  of  the  Exchange  Act  and   incorporated   herein  by
                  reference.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective Registration Statement; and

                           (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;

                  (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 therein, 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  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.

         (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  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  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  other
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
Securities  Act of 1933 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 Eden Prairie, State of Minnesota, on March 25, 1999.

                                                 NATIONAL COMPUTER SYSTEMS, INC.

                                                 By: /s/ J. W. Fenton, Jr.
                                                         J.W. Fenton, Jr.
                                                 Secretary and Treasurer

         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.

       Signature                              Title

 Russell A. Gullotti*       Chairman of the Board, President and Chief Executive
                            Officer and Director
                            (principal executive officer)

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

 David C. Cox*              Director

 Delores M. Etter*          Director

 Moses S. Joseph*           Director

 Jean B. Keffeler*          Director

 Stephen G. Shank*          Director

 John E. Steuri*            Director
-------------

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

By   /s/ J. W. Fenton, Jr.                      
         J.W. Fenton, Jr.
         Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "description": "S-8 DEFERRED COMPENSATION PLAN", "secsgml_size_bytes": 17168}]
{"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": "333-75165", "film-number": "99575159"}, "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 March 26, 1999

                                               Registration No. 333-__________
----------------------------------------------------------------------------

                             Washington, D.C. 20549

                       SECURITIES AND EXCHANGE COMMISSION

                                    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 or organization)             Identification No.)

      11000 Prairie Lakes Drive                        55344
       Eden Prairie, Minnesota                       (Zip Code)
(Address of Principal Executive Offices)

    NATIONAL COMPUTER SYSTEMS, INC. SUPPLEMENTAL DEFERRED COMPENSATION PLAN
                            (Full title of the Plan)

                                J.W. Fenton, Jr.
                               Secretary/Treasurer
                         NATIONAL COMPUTER SYSTEMS, INC.
                            11000 Prairie Lakes Drive
                          Eden Prairie, Minnesota 55344
                     (Name and address of agent for service)

                                 (612) 829-3040
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                 Jay L. Swanson
                              Dorsey & Whitney LLP
                             220 South Sixth Street
                          Minneapolis, Minnesota 55402

                         CALCULATION OF REGISTRATION FEE
==============================================================================
 Title of
securities                  Proposed maximum   Proposed maximum     Amount of 
  to be      Amount to be    offering price   aggregate offering   registration
registered  registered (1)    per share (2)       price (2)            fee

 Deferred
Compensation                                                                 
Obligations    $5,000,000         100%            $5,000,000          $1,390 
==============================================================================

(1)  The Deferred Compensation Obligations are unsecured obligations of National
     Computer  Systems,  Inc.  to pay  deferred  compensation  in the  future in
     accordance with the National Computer Systems,  Inc.  Supplemental Deferred
     Compensation Plan.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee in accordance  with Rule 457 under the  Securities Act of
     1933.
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 (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), are  incorporated by reference in this  registration  statement
(the "Registration Statement"):

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended January 31, 1998.

         (b)      The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended April 30, 1998, July 31, 1998 and October 31, 1998.

         (c)      The description of the Company's Common Stock contained in any
                  registration statement filed by the Company under the Exchange
                  Act,  including  any  amendment or report filed by the Company
                  under  the  Exchange  Act for the  purpose  of  updating  such
                  description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act  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 4.  Description of Securities.

         The securities offered hereby by the Company are Deferred  Compensation
Obligations (as defined below).  Pursuant to the terms of the National  Computer
Systems, Inc.  Supplemental  Deferred  Compensation Plan (the "Plan"),  eligible
employees (each such employee,  a  "Participant")  of the Company (or one of its
subsidiaries) may elect to defer up to 70% of their annual base compensation and
80% of their annual bonus.  The minimum annual  deferral  amount is $2,500.  The
amount of base  compensation  and bonus deferred  pursuant to such elections are
referred to herein as "Deferred Compensation Obligations."

         In connection  with the Plan,  the Company has created a  non-qualified
grantor trust (the "Trust") commonly known as a "Rabbi Trust." The assets of the
Trust will be used to pay benefits and defray Plan  expenses.  The assets of the
Trust are  subject to the  claims of  general  creditors  of the  Company.  As a
result, the Deferred  Compensation  Obligations will be unsecured obligations of
the Company to pay deferred  compensation  in the future in accordance  with the
terms of the Plan, and will rank equally with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding.

         The amount of base  compensation and bonus payments to be deferred by a
Participant (a "Deferral")  will be credited with earnings and investment  gains
and losses by assuming that the Deferral was invested in one or more  investment
alternatives  selected by such  Participant in accordance  with the terms of the
Plan.  Investment  alternatives  include  different  mutual funds that invest in
different  types of securities.  However,  Deferrals will not be invested in the
investment  alternatives available under the Plan. Rather, the Trust will invest
its assets in variable  universal life  insurance  contracts on the lives of the
Participants.  The Rabbi Trust is the owner of the policies, and the Rabbi Trust
is the sole beneficiary of such policies. Deferrals will be denominated and paid
in United States dollars.

         The Company  reserves the right to amend or  terminate  the Plan at any
time,  except that no such amendment or termination  shall adversely  affect the
right of a Participant to the balance of such Participant's  Deferrals as of the
date of such amendment or termination.

         Generally,  a  Participant's  right or the right of any other person to
receive  payment  of  Deferred  Compensation  Obligations  cannot  be  assigned,
alienated, sold, garnished, transferred, pledged or encumbered.

         The Deferred Compensation  Obligations are not convertible into another
security of the Company. The Deferred Compensation Obligations will not have the
benefit of a negative  pledge or any other  affirmative or negative  covenant on
the part of the Company.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4  National Computer Systems, Inc. Supplemental Deferred Compensation 
            Plan.

         5  Opinion of counsel as to the validity of the securities covered by 
            the Registration Statement.

      23.1  Consent of Ernst & Young, LLP, independent auditors.

      23.2  Consent of counsel (included in opinion filed as Exhibit 5).

        24  Power of attorney.

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 (the "Securities Act"),
                  unless  the  information  required  to  be  included  in  such
                  post-effective  amendment is  contained  in a periodic  report
                  filed by the Company  pursuant to Section 13 or Section  15(d)
                  of the Exchange Act and incorporated herein by reference;

                           (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,  unless the information  required to be included in
                  such  post-effective  amendment  is  contained  in a  periodic
                  report filed by the Company  pursuant to Section 13 or Section
                  15(d)  of  the  Exchange  Act  and   incorporated   herein  by
                  reference.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective Registration Statement; and

                           (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;

                  (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 therein, 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  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.

         (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  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  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  other
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
Securities  Act of 1933 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 Eden Prairie, State of Minnesota, on March 25, 1999.

                                                 NATIONAL COMPUTER SYSTEMS, INC.

                                                 By: /s/ J. W. Fenton, Jr.
                                                         J.W. Fenton, Jr.
                                                 Secretary and Treasurer

         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.

       Signature                              Title

 Russell A. Gullotti*       Chairman of the Board, President and Chief Executive
                            Officer and Director
                            (principal executive officer)

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

 David C. Cox*              Director

 Delores M. Etter*          Director

 Moses S. Joseph*           Director

 Jean B. Keffeler*          Director

 Stephen G. Shank*          Director

 John E. Steuri*            Director
-------------

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

By   /s/ J. W. Fenton, Jr.                      
         J.W. Fenton, Jr.
         Attorney-in-Fact