As filed with the Securities and Exchange Commission on July 13, 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.
                          1997 LONG-TERM INCENTIVE 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
-------------------------------------------------------------------------------
                                  Proposed       Proposed
                                  maximum         maximum
  Title of         Amount         offering       aggregate         Amount of
securities to      to be          price per      offering        registration
be registered    registered       share (1)      price (1)           fee
-------------------------------------------------------------------------------
Common Stock,      600,000        $23.844       $14,306,400        $4,220.39
$.03 par value                                        
-------------------------------------------------------------------------------
(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 July 7, 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  Company's  quarterly  report  on  Form 10-Q for the  quarter
               ended April 30, 1998.

          (c)  The  descriptions of the Company's  Common Stock contained in the
               Company's  registration  statements  on Form  8-A and  amendments
               thereto dated June 2, 1969, June 24, 1987 and March 13, 1996.

          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.


<PAGE>

Item 8.   Exhibits

Exhibit
Number    Description
-------   -----------
   4      Amended  and  Restated  Rights  Agreement  dated as of  March 4,  1996
          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 1 to Amendment  No. 2 to
          Form 8-A/A dated March 13, 1996.

   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: July 10, 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 & CEO
       Russell A. Gullotti                  (principal executive officer)

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

By:                                         Director
       -------------------
       Delores M. Etter

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

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

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

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

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: July 10, 1998


<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", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 12775}]
{"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": "333-58947", "film-number": "98665082"}, "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 July 13, 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.
                          1997 LONG-TERM INCENTIVE 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
-------------------------------------------------------------------------------
                                  Proposed       Proposed
                                  maximum         maximum
  Title of         Amount         offering       aggregate         Amount of
securities to      to be          price per      offering        registration
be registered    registered       share (1)      price (1)           fee
-------------------------------------------------------------------------------
Common Stock,      600,000        $23.844       $14,306,400        $4,220.39
$.03 par value                                        
-------------------------------------------------------------------------------
(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 July 7, 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  Company's  quarterly  report  on  Form 10-Q for the  quarter
               ended April 30, 1998.

          (c)  The  descriptions of the Company's  Common Stock contained in the
               Company's  registration  statements  on Form  8-A and  amendments
               thereto dated June 2, 1969, June 24, 1987 and March 13, 1996.

          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      Amended  and  Restated  Rights  Agreement  dated as of  March 4,  1996
          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 1 to Amendment  No. 2 to
          Form 8-A/A dated March 13, 1996.

   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: July 10, 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 & CEO
       Russell A. Gullotti                  (principal executive officer)

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

By:                                         Director
       -------------------
       Delores M. Etter

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

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

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

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

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: July 10, 1998
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 ............................................