As filed with the Securities and Exchange Commission on September 27, 1995
                                            Registration No. 33-________________
- --------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549
                               ---------------

                                  Form S-8

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                               ---------------

                        NATIONAL EDUCATION CORPORATION
            (Exact Name of Registrant as Specified in its Charter)

       Delaware                           I.R.S. No. 95-2774428
(State of incorporation)            (I.R.S. Employer Identification No.)

            18400 Von Karman Avenue, Irvine, California 92715-1594
                   (Address of principal executive offices)

       Amended and Restated 1991 Directors' Stock Option and Award Plan
          Amended and Restated 1990 Stock Option and Incentive Plan
                          (Full Title of the Plans)


<TABLE>
<S>                                                  <C>
                 PHILIP C. MAYNARD                                Copy to:
   Vice President, Secretary and General Counsel              RITA BURNS, ESQ.
          National Education Corporation                       Irell & Manella
              18400 Von Karman Avenue                     1800 Avenue of the Stars
             Irvine, California 92715                             Suite 900
                  (714) 474-9400                     Los Angeles, California 90067-4276
(Name, Address and Telephone Number, Including Area            (310) 277-1010
     Code, of Registrant's Agent for Service)
</TABLE>

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                     Proposed Maximum        Proposed Maximum          Amount of
             Title of               Amount to be      Offering Price             Aggregate         Registration Fee
    Securities to be Registered    Registered <F1>    Per Share <F2>        Offering Price <F2>          <F4>
    ---------------------------    ---------------   ----------------       -------------------    ----------------
   <S>                              <C>                 <C>                    <C>                    <C>
   Common Stock, $.01 par value     3,480,000 <F3>      $7.8125                $27,187,500            $9,375

                                      1<PAGE>
<PAGE>

<FN>
<F1>
In addition, pursuant to Rule 416 under the Securities Act of 1933 (the
"Securities Act"), this Registration Statement also covers an indeterminate
number of shares as may become issuable by reason of the anti-dilution
provisions of the Plans.

<F2>
Pursuant to Rule 457(h) under the Securities Act, estimated solely for the
purpose of calculating the registration fee based upon the average high and low
sales prices of the Common Stock of Registrant on the New York Stock Exchange
on September 20, 1995 (a date five business days prior to this filing).

<F3>
Includes 160,000 shares issuable under the Amended and Restated 1991 Directors'
Stock Option and Award Plan (the "Directors' Plan") and 3,320,000 shares
issuable under the Amended and Restated 1990 Stock Option and Incentive Plan(the
"1990 Plan") (estimated requirement through the termination of the Plan in the
year 2000) and excludes an aggregate 400,000 shares and 2,000,000 shares,
respectively, issuable under the Directors' Plan and the 1990 Plan which were
previously registered under the Securities Act on Registrant's Forms S-8 (No.
33-43850 and No. 33-35404) filed on November 8, 1991 and June 14, 1990,
respectively.

<F4>
Pursuant to Note E to General Instructions to Form S-8, the filing fee is being
paid with respect only to the additional shares being registered hereby and
excludes any filing fee with respect to the 2,400,000 issuable under the
Registrant's Plans previously registered.
</FN>
</TABLE>


Pursuant to Note E to General Instructions to Form S-8, the contents of
Registrant's Registration Statement on Form S-8 (No. 33-43850 registering
400,000 shares under the 1991 Directors' Stock Option and Award Plan and its
Registration Statement on Form S-8 (No. 33-35404) registering 2,000,000 shares
under its 1990 Stock Option and Incentive Plan are hereby incorporated herein
by reference.

















                                      2<PAGE>
<PAGE>
               NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

     *Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement on Form S-8.  In addition, all
documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior
to the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents.

          (a)  Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1994;

          (b)  All other reports filed by the Registrant since December 31, 1994
               with the Securities and Exchange Commission pursuant to Section
               13 or 15(d) of the Exchange Act; and

          (c)  The description of the Registrant's capital stock contained in
               the registration statement filed on Form S-3 dated May 8, 1986
               filed with the Securities and Exchange Commission (File No.
               33-5552) under the Act, as supplemented by the description of the
               preferred stock purchase rights issued under the National
               Education Corporation Rights Agreement filed with the Commission
               in the Registrant's Current Report on Form 8-K dated October 29,
               1986, including any amendments or reports filed for the purpose
               of updating such descriptions.

          Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


                                      3<PAGE>
<PAGE>
               NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES


Item 4.   Description of Securities.

          Not applicable.  

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation law empowers a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise (other
than a suit by or in the right of the corporation).  In any case, a corporation
may indemnify against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful.  In the
case of an action by or in the right of the corporation, no indemnification may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought
shall determine that despite the adjudication of liability, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.  Section 145 further provides that to the extent a director
or officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to above or in the defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith.

          The Bylaws of the Registrant provide, in effect, that, to the extent
and under the circumstances permitted by Section 145 of the Delaware General
Corporation Law and subject to certain conditions set forth in the Bylaws, the
Registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any action, suit or proceeding of the type described above
by reason of the fact that he or she is or was a director, officer, employee or
agent of the Registrant, or is or was serving at the request of the Registrant
as director, officer, employee or agent of another corporation or enterprise. 
The Registrant has entered into Indemnification Agreements with each of its
directors and executive officers providing for indemnification of such persons
in accordance with the Bylaws.

          The Registrant has purchased insurance policies which pay, on behalf
of any of its directors or officers, any loss arising out of any claim or claims
made against him or her by reason of any wrongful act taken, omitted or
attempted by him or her in his or her capacity as such, including, among other
things, any misleading statement or omission or any other matter claimed against
him or her solely by reason of being a director or officer.
                                      4<PAGE>
<PAGE>
               NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES


          As permitted by the Delaware General Corporation Law, the Restated
Certificate of Incorporation of the Registrant limits the personal liability of
the Registrant's directors for violations of their fiduciary duty.  This
eliminates each director's liability to the Registrant or its stockholders for
monetary damages except (i) for any breach of the director's duty of loyalty;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) pursuant to Section 174 of the
Delaware General Corporation Law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions; or
(iv) for any transaction from which a director derived an improper personal
benefit.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

          4.1  Amended and Restated 1991 Directors' Stock Option and Award Plan
               (incorporated by reference to Exhibit A to Registrant's
               definitive Proxy Statement dated May 22, 1995 with respect to
               Registrant's 1995 Annual Meeting of Stockholders held on June 27,
               1995) (the "1995 Proxy Statement").

          4.2  Amended and Restated 1991 Stock Option and Incentive Plan
               (incorporated by reference to Exhibit B to the 1995 Proxy
               Statement).

          5    Opinion of counsel as to the legality of the shares of Common
               Stock being registered

          23.1 Consent of Independent Accountants

          24   Power of Attorney (included on the signature page of this
               Registration Statement)

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;

                         (ii)   to reflect in the prospectus any facts or
                                events arising after the effective date of this
                                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 this Registration Statement;

                                      5<PAGE>
<PAGE>
               NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES


                         (iii)  to include any material information with
                                respect to the plan of distribution not
                                previously disclosed in this Registration
                                Statement or any material change to such
                                information in this Registration Statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by Registrant  pursuant to Section 13 or
               Section 15(d) of the Exchange Act that are incorporated by
               reference in this Registration Statement.

               (2)  That, for the purpose of determining any liability under
                    the Securities Act, 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, each
               filing of Registrant's annual report pursuant to Section 13(a)
               or Section 15(d) of the Exchange Act that is incorporated by
               reference in 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.

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of Registrant pursuant to the foregoing
               provisions or otherwise, Registrant has been advised that in the
               opinion of the Securities and Exchange Commission, such
               indemnification is against public policy as expressed in the
               Securities Act and is, therefore, unenforceable.  In the event
               that a claim for indemnification against such liabilities (other
               than the payment by Registrant of expenses incurred or paid by
               a director, officer or controlling person of 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, 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 of whether such indemnification by it
               is against public policy as expressed in the Securities Act and
               will be governed by the final adjudication of such issue.



                                      6<PAGE>
<PAGE>
               NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES


                                  SIGNATURES


     Pursuant to the requirements of the Securities Act, 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 Irvine, State of California, as of this 31st day of August, 1995.


                         NATIONAL EDUCATION CORPORATION
                         a Delaware corporation




                         By: /s/ Sam Yau
                            _______________________________________
                            Sam Yau
                            President and Chief Executive Officer



                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Sam Yau and Philip C. Maynard, or either
of them, his true and lawful attorneys-in-fact and agents, each with full power
of substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including without limitation
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.















                                      7<PAGE>
<PAGE>
               NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES


     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the date indicated.

<TABLE>
<CAPTION>
Signature                                     Title                                          Date
- ------------------------          -----------------------------                        ---------------
<C>                               <S>                                                  <S>


/s/ David C. Jones
________________________
David C. Jones                    Chairman of the Board                                August 31, 1995


/s/ Sam Yau
________________________          President, Chief Executive
Sam Yau                           Officer (principal executive                         August 31, 1995
                                  officer) and Director


/s/ Keith K. Ogata
________________________          Vice President and Chief
Keith K. Ogata                    Financial Officer (principal                         August 31, 1995
                                  financial officer and
                                  principal accounting officer)


/s/ Richard C. Blum
________________________
Richard C. Blum                   Director                                             August 31, 1995


/s/ David Bonderman
________________________
David Bonderman                   Director                                             August 31, 1995


/s/ Leonard W. Jaffe
________________________
Leonard W. Jaffe                  Director                                             August 31, 1995


/s/ Michael R. Klein
________________________
Michael R. Klein                  Director                                             August 31, 1995







                                      8<PAGE>
<PAGE>
               NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES


<CAPTION>
Signature                                     Title                                          Date
- ------------------------          -----------------------------                        ---------------
<C>                               <S>                                                  <S>


/s/ Paul B. MacCready
________________________
Paul B. MacCready                 Director                                             August 31, 1995


/s/ Frederic V. Malek
________________________
Frederic V. Malek                 Director                                             August 31, 1995


/s/ John J. McNaughton
________________________
John J. McNaughton                Director                                             August 31, 1995


/s/ William D. Walsh
________________________
William D. Walsh                  Director                                             August 31, 1995
</TABLE>





























                                      9<PAGE>
<PAGE>
                NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES


                              INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                                   Sequentially
Exhibit                                                              Numbered
Number     Description                                                 Page
_______    ___________                                             ____________
<S>        <C>                                                           <C>
4.1        Amended and Restated 1991 Directors' Stock
           Option and Award Plan. . . . . . . . . . . . . . . . .        <F1>

4.2        Amended and Restated 1991 Stock Option and
           Incentive Plan . . . . . . . . . . . . . . . . . . . .        <F2>

5          Opinion of counsel as to the legality of the
           shares of Common Stock being registered. . . . . . . .         19

23.1       Consent of Independent Accountants . . . . . . . . . .         20

24         Power of Attorney. . . . . . . . . . . . . . . . . . .        <F3>


________________________________
<FN>
<F1>
Incorporated by reference to Exhibit A to Registrant's definitive Proxy
Statement dated May 22, 1995 with respect to Registrant's 1995 Annual Meeting
of Stockholders held on June 27, 1995 (the "1995 Proxy Statement").

<F2>
Incorporated by reference to Exhibit B to the 1995 Proxy Statement.

<F3>
Included on the signature page of this Registration Statement.
</FN>
</TABLE>














                                      10
[{"type": "S-8", "sequence": "1", "description": "LIVE SUBMISSION", "secsgml_size_bytes": 23873}]
{"company-data": {"conformed-name": "NATIONAL EDUCATION CORP", "cik": "0000277821", "assigned-sic": "8200", "irs-number": "952774428", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62977", "film-number": "95576592"}, "business-address": {"street1": "18400 VON KARMAN AVE", "city": "IRVINE", "state": "CA", "zip": "92715", "phone": "7144749400"}, "mail-address": {"street1": "18400 VON KARMAN AVE", "city": "IRVINE", "state": "CA", "zip": "92715"}}
As filed with the Securities and Exchange Commission on September 27, 1995
                                            Registration No. 33-________________
- --------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549
                               ---------------

                                  Form S-8

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                               ---------------

                        NATIONAL EDUCATION CORPORATION
            (Exact Name of Registrant as Specified in its Charter)

       Delaware                           I.R.S. No. 95-2774428
(State of incorporation)            (I.R.S. Employer Identification No.)

            18400 Von Karman Avenue, Irvine, California 92715-1594
                   (Address of principal executive offices)

       Amended and Restated 1991 Directors' Stock Option and Award Plan
          Amended and Restated 1990 Stock Option and Incentive Plan
                          (Full Title of the Plans)
PHILIP C. MAYNARD                                Copy to:
   Vice President, Secretary and General Counsel              RITA BURNS, ESQ.
          National Education Corporation                       Irell & Manella
              18400 Von Karman Avenue                     1800 Avenue of the Stars
             Irvine, California 92715                             Suite 900
                  (714) 474-9400                     Los Angeles, California 90067-4276
(Name, Address and Telephone Number, Including Area            (310) 277-1010
     Code, of Registrant's Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum        Proposed Maximum          Amount of
             Title of               Amount to be      Offering Price             Aggregate         Registration Fee
    Securities to be Registered    Registered
Per Share
Offering Price
---------------------------    ---------------   ----------------       -------------------    ----------------
Common Stock, $.01 par value     3,480,000
$7.8125                $27,187,500            $9,375

                                      1
In addition, pursuant to Rule 416 under the Securities Act of 1933 (the
"Securities Act"), this Registration Statement also covers an indeterminate
number of shares as may become issuable by reason of the anti-dilution
provisions of the Plans.
Pursuant to Rule 457(h) under the Securities Act, estimated solely for the
purpose of calculating the registration fee based upon the average high and low
sales prices of the Common Stock of Registrant on the New York Stock Exchange
on September 20, 1995 (a date five business days prior to this filing).
Includes 160,000 shares issuable under the Amended and Restated 1991 Directors'
Stock Option and Award Plan (the "Directors' Plan") and 3,320,000 shares
issuable under the Amended and Restated 1990 Stock Option and Incentive Plan(the
"1990 Plan") (estimated requirement through the termination of the Plan in the
year 2000) and excludes an aggregate 400,000 shares and 2,000,000 shares,
respectively, issuable under the Directors' Plan and the 1990 Plan which were
previously registered under the Securities Act on Registrant's Forms S-8 (No.
33-43850 and No. 33-35404) filed on November 8, 1991 and June 14, 1990,
respectively.
Pursuant to Note E to General Instructions to Form S-8, the filing fee is being
paid with respect only to the additional shares being registered hereby and
excludes any filing fee with respect to the 2,400,000 issuable under the
Registrant's Plans previously registered.
Pursuant to Note E to General Instructions to Form S-8, the contents of
Registrant's Registration Statement on Form S-8 (No. 33-43850 registering
400,000 shares under the 1991 Directors' Stock Option and Award Plan and its
Registration Statement on Form S-8 (No. 33-35404) registering 2,000,000 shares
under its 1990 Stock Option and Incentive Plan are hereby incorporated herein
by reference.

                                      2
NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

     *Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement on Form S-8.  In addition, all
documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior
to the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents.

          (a)  Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1994;

          (b)  All other reports filed by the Registrant since December 31, 1994
               with the Securities and Exchange Commission pursuant to Section
               13 or 15(d) of the Exchange Act; and

          (c)  The description of the Registrant's capital stock contained in
               the registration statement filed on Form S-3 dated May 8, 1986
               filed with the Securities and Exchange Commission (File No.
               33-5552) under the Act, as supplemented by the description of the
               preferred stock purchase rights issued under the National
               Education Corporation Rights Agreement filed with the Commission
               in the Registrant's Current Report on Form 8-K dated October 29,
               1986, including any amendments or reports filed for the purpose
               of updating such descriptions.

          Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                      3
NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES

Item 4.   Description of Securities.

          Not applicable.  

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation law empowers a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise (other
than a suit by or in the right of the corporation).  In any case, a corporation
may indemnify against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful.  In the
case of an action by or in the right of the corporation, no indemnification may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought
shall determine that despite the adjudication of liability, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.  Section 145 further provides that to the extent a director
or officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to above or in the defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith.

          The Bylaws of the Registrant provide, in effect, that, to the extent
and under the circumstances permitted by Section 145 of the Delaware General
Corporation Law and subject to certain conditions set forth in the Bylaws, the
Registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any action, suit or proceeding of the type described above
by reason of the fact that he or she is or was a director, officer, employee or
agent of the Registrant, or is or was serving at the request of the Registrant
as director, officer, employee or agent of another corporation or enterprise. 
The Registrant has entered into Indemnification Agreements with each of its
directors and executive officers providing for indemnification of such persons
in accordance with the Bylaws.

          The Registrant has purchased insurance policies which pay, on behalf
of any of its directors or officers, any loss arising out of any claim or claims
made against him or her by reason of any wrongful act taken, omitted or
attempted by him or her in his or her capacity as such, including, among other
things, any misleading statement or omission or any other matter claimed against
him or her solely by reason of being a director or officer.
                                      4
NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES

          As permitted by the Delaware General Corporation Law, the Restated
Certificate of Incorporation of the Registrant limits the personal liability of
the Registrant's directors for violations of their fiduciary duty.  This
eliminates each director's liability to the Registrant or its stockholders for
monetary damages except (i) for any breach of the director's duty of loyalty;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) pursuant to Section 174 of the
Delaware General Corporation Law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions; or
(iv) for any transaction from which a director derived an improper personal
benefit.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

          4.1  Amended and Restated 1991 Directors' Stock Option and Award Plan
               (incorporated by reference to Exhibit A to Registrant's
               definitive Proxy Statement dated May 22, 1995 with respect to
               Registrant's 1995 Annual Meeting of Stockholders held on June 27,
               1995) (the "1995 Proxy Statement").

          4.2  Amended and Restated 1991 Stock Option and Incentive Plan
               (incorporated by reference to Exhibit B to the 1995 Proxy
               Statement).

          5    Opinion of counsel as to the legality of the shares of Common
               Stock being registered

          23.1 Consent of Independent Accountants

          24   Power of Attorney (included on the signature page of this
               Registration Statement)

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;

                         (ii)   to reflect in the prospectus any facts or
                                events arising after the effective date of this
                                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 this Registration Statement;

                                      5
NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES

                         (iii)  to include any material information with
                                respect to the plan of distribution not
                                previously disclosed in this Registration
                                Statement or any material change to such
                                information in this Registration Statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by Registrant  pursuant to Section 13 or
               Section 15(d) of the Exchange Act that are incorporated by
               reference in this Registration Statement.

               (2)  That, for the purpose of determining any liability under
                    the Securities Act, 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, each
               filing of Registrant's annual report pursuant to Section 13(a)
               or Section 15(d) of the Exchange Act that is incorporated by
               reference in 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.

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of Registrant pursuant to the foregoing
               provisions or otherwise, Registrant has been advised that in the
               opinion of the Securities and Exchange Commission, such
               indemnification is against public policy as expressed in the
               Securities Act and is, therefore, unenforceable.  In the event
               that a claim for indemnification against such liabilities (other
               than the payment by Registrant of expenses incurred or paid by
               a director, officer or controlling person of 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, 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 of whether such indemnification by it
               is against public policy as expressed in the Securities Act and
               will be governed by the final adjudication of such issue.

                                      6
NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Irvine, State of California, as of this 31st day of August, 1995.

                         NATIONAL EDUCATION CORPORATION
                         a Delaware corporation

                         By: /s/ Sam Yau
                            _______________________________________
                            Sam Yau
                            President and Chief Executive Officer

                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Sam Yau and Philip C. Maynard, or either
of them, his true and lawful attorneys-in-fact and agents, each with full power
of substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including without limitation
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

                                      7
NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the date indicated.
Signature                                     Title                                          Date
- ------------------------          -----------------------------                        ---------------
/s/ David C. Jones
________________________
David C. Jones                    Chairman of the Board                                August 31, 1995

/s/ Sam Yau
________________________          President, Chief Executive
Sam Yau                           Officer (principal executive                         August 31, 1995
                                  officer) and Director

/s/ Keith K. Ogata
________________________          Vice President and Chief
Keith K. Ogata                    Financial Officer (principal                         August 31, 1995
                                  financial officer and
                                  principal accounting officer)

/s/ Richard C. Blum
________________________
Richard C. Blum                   Director                                             August 31, 1995

/s/ David Bonderman
________________________
David Bonderman                   Director                                             August 31, 1995

/s/ Leonard W. Jaffe
________________________
Leonard W. Jaffe                  Director                                             August 31, 1995

/s/ Michael R. Klein
________________________
Michael R. Klein                  Director                                             August 31, 1995

                                      8
NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES
Signature                                     Title                                          Date
- ------------------------          -----------------------------                        ---------------
/s/ Paul B. MacCready
________________________
Paul B. MacCready                 Director                                             August 31, 1995

/s/ Frederic V. Malek
________________________
Frederic V. Malek                 Director                                             August 31, 1995

/s/ John J. McNaughton
________________________
John J. McNaughton                Director                                             August 31, 1995

/s/ William D. Walsh
________________________
William D. Walsh                  Director                                             August 31, 1995
9
NATIONAL EDUCATION CORPORATION AND SUBSIDIARIES

                              INDEX TO EXHIBITS
Sequentially
Exhibit                                                              Numbered
Number     Description                                                 Page
_______    ___________                                             ____________
4.1        Amended and Restated 1991 Directors' Stock
           Option and Award Plan. . . . . . . . . . . . . . . . .
4.2        Amended and Restated 1991 Stock Option and
           Incentive Plan . . . . . . . . . . . . . . . . . . . .
5          Opinion of counsel as to the legality of the
           shares of Common Stock being registered. . . . . . . .         19

23.1       Consent of Independent Accountants . . . . . . . . . .         20

24         Power of Attorney. . . . . . . . . . . . . . . . . . .
________________________________
Incorporated by reference to Exhibit A to Registrant's definitive Proxy
Statement dated May 22, 1995 with respect to Registrant's 1995 Annual Meeting
of Stockholders held on June 27, 1995 (the "1995 Proxy Statement").
Incorporated by reference to Exhibit B to the 1995 Proxy Statement.
Included on the signature page of this Registration Statement.
10