As filed with the Securities and Exchange Commission on April 24, 1998


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


                         NATIONAL COMPUTER SYSTEMS, INC.
                            OSWALD 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

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

                                    --------

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
 Title of
Securities                   Proposed maximum    Proposed maximum     Amount of
  to be       Amount to be  offering price per  aggregate offering  registration
registered     registered        share (1)            price (1)          fee
-------------------------------------------------------------------------------
Common Stock,
$.03 par value    178,000         $ 24.3125         $ 4,327,625      $ 1,311.27
-------------------------------------------------------------------------------
 (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, 1998.



<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, 1998.

                  (b)      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 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.

                  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.

                  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.


  Item 8.           Exhibits

  Exhibit
  Number            Description
  -------           -----------
   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 22, 1998                            By: /s/ J. W. Fenton, Jr.
                                                 -------------------------
                                                         J. W. Fenton, Jr.
                                                         Secretary/Treasurer

<PAGE>

                  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 Chief Executive Officer
     Russell A. Gullotti            (principal executive officer)


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

By:  Moses S. Joseph*               Director
--------------------------
     Moses S. Joseph

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

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

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

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

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

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 22, 1998



<PAGE>


                                EXHIBIT INDEX TO
                                    FORM S-8
                         NATIONAL COMPUTER SYSTEMS, INC.


         Exhibit
         Number                            Description

          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)

         23       -   Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 12301}]
{"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": "333-51053", "film-number": "98601308"}, "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 24, 1998

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

                         NATIONAL COMPUTER SYSTEMS, INC.
                            OSWALD 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

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

                                    --------

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
 Title of
Securities                   Proposed maximum    Proposed maximum     Amount of
  to be       Amount to be  offering price per  aggregate offering  registration
registered     registered        share (1)            price (1)          fee
-------------------------------------------------------------------------------
Common Stock,
$.03 par value    178,000         $ 24.3125         $ 4,327,625      $ 1,311.27
-------------------------------------------------------------------------------
 (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, 1998.
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, 1998.

                  (b)      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 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.

                  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.

                  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.

  Item 8.           Exhibits

  Exhibit
  Number            Description
  -------           -----------
   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 22, 1998                            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 Chief Executive Officer
     Russell A. Gullotti            (principal executive officer)

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

By:  Moses S. Joseph*               Director
--------------------------
     Moses S. Joseph

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

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

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

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

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

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 22, 1998
EXHIBIT INDEX TO
                                    FORM S-8
                         NATIONAL COMPUTER SYSTEMS, INC.

         Exhibit
         Number                            Description

          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)

         23       -   Power of Attorney