As filed with the Securities and Exchange Commission on January 23, 1996


                                              Registration No. 33-_________


                       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, MN                      55344
       (Address of principal executive offices)        (Zip Code)


                         NATIONAL COMPUTER SYSTEMS, INC.
                  1989 NON-EMPLOYEE DIRECTOR 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 P.L.L.P.
        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

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

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                   Proposed         Proposed      
                                   maximum           maximum         Amount of
Title of securities  Amount to be  offering         aggregate      registration
to be registered     registered    price per sh.  offering price(1)     fee
-------------------------------------------------------------------------------
Common Stock,        
$.03 par value       100,000         $18.25        $1,825,000         $629.31
-------------------------------------------------------------------------------
(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 January 19, 1996.

<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, 1995.

                  (b) The  Company's  quarterly  reports  on Form  10-Q  for the
         quarters ended April 30, July 31, and October 31, 1995.

                  (c) The  descriptions of the Company's  Common Stock contained
         in the Company's registration statements on Form 8-A dated June 2, 1969
         and June 24, 1987.

                  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.

<PAGE>

                  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         -       Rights Agreement dated as of June 23, 1987 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 4.1 to the Company's report on
                  Form 8-K dated June 23, 1987.

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.

<PAGE>

                  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: January 22, 1996                          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, President and
       Russell A. Gullotti     Chief Executive Officer
                               (principal executive officer)

By:    David P. Campbell*      Director
       David P. Campbell

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

By:                            Director
       Jean B. Keffeler

By:    Charles W. Oswald*      Director
       Charles W. Oswald

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

By:                            Director
       John E. Steuri

By:                            Director
       Jeffrey E. Stiefler

By:    John W. Vessey*         Director
       John W. Vessey

By:    Jeffrey W. Taylor*      Vice President and Chief Financial Officer
       Jeffrey W. Taylor      (principal financial and 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.
(Attorney-in-fact)                                      Dated: January 22, 1996


<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", "secsgml_size_bytes": 12331}]
{"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": "333-00377", "film-number": "96506320"}, "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 January 23, 1996

                                              Registration No. 33-_________

                       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, MN                      55344
       (Address of principal executive offices)        (Zip Code)

                         NATIONAL COMPUTER SYSTEMS, INC.
                  1989 NON-EMPLOYEE DIRECTOR 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 P.L.L.P.
        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

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

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                   Proposed         Proposed      
                                   maximum           maximum         Amount of
Title of securities  Amount to be  offering         aggregate      registration
to be registered     registered    price per sh.  offering price(1)     fee
-------------------------------------------------------------------------------
Common Stock,        
$.03 par value       100,000         $18.25        $1,825,000         $629.31
-------------------------------------------------------------------------------
(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 January 19, 1996.
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, 1995.

                  (b) The  Company's  quarterly  reports  on Form  10-Q  for the
         quarters ended April 30, July 31, and October 31, 1995.

                  (c) The  descriptions of the Company's  Common Stock contained
         in the Company's registration statements on Form 8-A dated June 2, 1969
         and June 24, 1987.

                  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         -       Rights Agreement dated as of June 23, 1987 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 4.1 to the Company's report on
                  Form 8-K dated June 23, 1987.

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: January 22, 1996                          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, President and
       Russell A. Gullotti     Chief Executive Officer
                               (principal executive officer)

By:    David P. Campbell*      Director
       David P. Campbell

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

By:                            Director
       Jean B. Keffeler

By:    Charles W. Oswald*      Director
       Charles W. Oswald

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

By:                            Director
       John E. Steuri

By:                            Director
       Jeffrey E. Stiefler

By:    John W. Vessey*         Director
       John W. Vessey

By:    Jeffrey W. Taylor*      Vice President and Chief Financial Officer
       Jeffrey W. Taylor      (principal financial and 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.
(Attorney-in-fact)                                      Dated: January 22, 1996
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  .......................................