As filed with the Securities and Exchange Commission on April 17, 1997

                                               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 or organization)                         Identification No.)


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


                         NCS/VUE 1994 STOCK OPTION PLAN
                            (Full title of the plan)


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

                                 (612) 829-3000
          (Telephone number, including area code, of agent for service)
                                -----------------



                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------

  Title of                   Proposed maximum   Proposed maximum     Amount of
securities to    Amount to    offering price   aggregate offering  registration
be registered  be registered   per share (1)       price (1)            fee

Common Stock,
$.03 par value    15,874          $25.00           $396,850           $120.26

-------------------------------------------------------------------------------
(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 on April 11, 1997.


<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 31, 1996;

                           (b) The Company's  quarterly reports on Form 10-Q for
                  the quarters ended April 30, July 31, and October 31, 1996;

                           (c) The Company's  Current Reports on Form 8-K dated 
                  July 10, 1996 and March 18, 1997; and

                           (d) The description of the Company's Common Stock and
                  Common Stock  Purchase  Rights  contained in any  Registration
                  Statement filed by the Company for the purpose of updating any
                  such description.

                  All documents filed by the Company pursuant to Sections 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  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,
believes 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.

<PAGE>


Item 8.  Exhibits.

Exhibit
Number            Description

5                 Opinion of Dorsey & Whitney LLP

23.1              Consent of Independent Auditors

23.2              Consent of Dorsey & Whitney LLP (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 such
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>


                                   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.

                                             NATIONAL COMPUTER SYSTEMS, INC.

Dated:  April 15, 1997                       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:

                          Signature


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


By:            *                  Director
         David C. Cox


By:            *                  Director
         Moses Joseph


By:            *                  Director
         Jean B.Keffeler


By:            *                   Director
         Charles W. Oswald


By:            *                  Director
         Stephen G. Shank


By:            *                  Director
         John E. Steuri


By:            *                  Director
         Jeffrey E. Stiefler


By:            *                  Director
         John W. Vessey


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


* 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.         Dated:  April 15, 1997
----------------------------
      Attorney-in-Fact




<PAGE>


                                EXHIBIT INDEX TO
                                    FORM S-8

                         NATIONAL COMPUTER SYSTEMS, INC.





Exhibit                                Description                     Page No.


   5                        Opinion of Dorsey & Whitney LLP

   23.1                     Consent of Independent Auditors

   23.2                     Consent of Dorsey & Whitney LLP
                                    (included in Exhibit 5)

   24                       Power of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12368}]
{"company-data": {"conformed-name": "NATIONAL COMPUTER SYSTEMS INC", "cik": "0000069999", "assigned-sic": "3577", "irs-number": "410850527", "state-of-incorporation": "MN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25343", "film-number": "97582794"}, "business-address": {"street1": "11000 PRAIRIE LAKES DR", "city": "EDEN PRAIRIE", "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 17, 1997

                                               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 or organization)                         Identification No.)

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

                         NCS/VUE 1994 STOCK OPTION PLAN
                            (Full title of the plan)

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

                                 (612) 829-3000
          (Telephone number, including area code, of agent for service)
                                -----------------

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------

  Title of                   Proposed maximum   Proposed maximum     Amount of
securities to    Amount to    offering price   aggregate offering  registration
be registered  be registered   per share (1)       price (1)            fee

Common Stock,
$.03 par value    15,874          $25.00           $396,850           $120.26

-------------------------------------------------------------------------------
(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 on April 11, 1997.
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 31, 1996;

                           (b) The Company's  quarterly reports on Form 10-Q for
                  the quarters ended April 30, July 31, and October 31, 1996;

                           (c) The Company's  Current Reports on Form 8-K dated 
                  July 10, 1996 and March 18, 1997; and

                           (d) The description of the Company's Common Stock and
                  Common Stock  Purchase  Rights  contained in any  Registration
                  Statement filed by the Company for the purpose of updating any
                  such description.

                  All documents filed by the Company pursuant to Sections 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  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,
believes 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

5                 Opinion of Dorsey & Whitney LLP

23.1              Consent of Independent Auditors

23.2              Consent of Dorsey & Whitney LLP (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 such
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.
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.

                                             NATIONAL COMPUTER SYSTEMS, INC.

Dated:  April 15, 1997                       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:

                          Signature

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

By:            *                  Director
         David C. Cox

By:            *                  Director
         Moses Joseph

By:            *                  Director
         Jean B.Keffeler

By:            *                   Director
         Charles W. Oswald

By:            *                  Director
         Stephen G. Shank

By:            *                  Director
         John E. Steuri

By:            *                  Director
         Jeffrey E. Stiefler

By:            *                  Director
         John W. Vessey

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

* 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.         Dated:  April 15, 1997
----------------------------
      Attorney-in-Fact
EXHIBIT INDEX TO
                                    FORM S-8

                         NATIONAL COMPUTER SYSTEMS, INC.

Exhibit                                Description                     Page No.

   5                        Opinion of Dorsey & Whitney LLP

   23.1                     Consent of Independent Auditors

   23.2                     Consent of Dorsey & Whitney LLP
                                    (included in Exhibit 5)

   24                       Power of Attorney