EXHIBIT 10.16


                            NATIONAL COMPUTER SYSTEMS
                                    CORPORATE
                            MANAGEMENT INCENTIVE PLAN

                                      1997


It is NCS' intent to  compensate  its senior  management  employees  in a manner
which  permits the  Corporation  to attract,  retain,  and motivate  outstanding
people.

The NCS  Corporate  Management  Incentive  Plan (MIP) is  designed to reward key
senior  managers  for  achieving  specific  annual NCS  financial  goals and for
individual  performance in accomplishing these goals. It aligns the interests of
NCS senior management with NCS business and financial plans.


PLAN ELIGIBILITY

Participation  in the plan is  determined  by position.  Eligible  positions and
target bonus amounts are determined  each year and may change from year to year.
Participants  must be  full-time  NCS  employees.  Eligibility  is  limited  and
includes those positions which significantly impact financial results.

The eligible  positions and participants  will be reviewed annually and approved
by the CEO.

Positions and participants in the plan will be selected from the following:
         - CEO,
         - Corporate staff officers,
         - NCS Business  presidents,  senior vice  presidents and, on a selected
               basis, their direct management reports,  
         - Selected other vice presidents

Any position or participant exceptions,  exclusions and inclusions, to the above
must be documented and approved by the CEO.


TARGET BONUS

Each  approved  position  will be  eligible  for a specific  target  bonus award
percentage  level. This target bonus opportunity will be a percentage of the May
31,  1997,  annual base  salary for the  participant.  The target  bonus is tied
directly  to  the  participant's  unit  financial  performance  and  an  overall
evaluation of each individual's performance. Potential earned payouts range from
0%  at  threshold   minimum,   to  100%  at  target  bonus,   to  a  pre-defined
overachievement percentage for each executive at maximum.


INCENTIVE COMPONENTS

Participants  will have 70% of their  potential  target bonus based on financial
goals and objectives.  The remaining 30% of their potential target bonus will be
based upon an overall  evaluation of the  participant's  performance  during the
fiscal  year.  The overall  evaluation will  include performance against defined
individual objectives and an overall evaluation of performance relative to:

      1)    What you have done to improve shareholder value?
      2)    How you have  improved  customer  satisfaction  and NCS'  ability to
            serve the customer?
      3)    What you have done to  improve  the  quality/predictability  of your
            business?
      4)    What you have done to develop your organization?
      5)    How have you  demonstrated  personal  leadership and  corporate-wide
            perspectives/orientation?

No bonus award payouts will be made to  participants  for achievement of the 70%
financial  performance  if the  individual's  operating  unit (NCS  Business  or
Division or Market Unit) does not  accomplish  its minimum  profit  contribution
objective(s).  (i.e., a division  participant requires that the division achieve
its minimum profit contribution threshold.)


DETERMINATION OF MIP AWARDS

Generally  speaking,  actual  financial  results will not include  extraordinary
gains or losses. In any such matters, including acquisitions,  the CEO will make
the appropriate approval decisions where needed.


PAYOUTS AND PRO-RATA

Earned award  payouts will be made no later than April 15,  following the end of
the plan  fiscal  year.  Any  participant  must be a full-time  employee  and be
actively  employed  by NCS on the last day of the fiscal  year to be eligible to
receive  a  payout.  In  coming  into  or  out  of  an  MIP  eligible  position,
participants  will be given pro-rata  earned award payouts based upon the length
of time in such position, however, participants must be in the plan at least six
(6) full months  during the fiscal  year to be eligible to receive any  pro-rata
award. Pro-rata payouts will be subject to review and approval by the CEO.


DISABILITY, DEATH, OR SPECIAL CIRCUMSTANCES

In the case of  disability,  death or other  special  circumstances  impacting a
participant in the plan, the CEO may approve pro-rata award payouts.


PLAN EXCEPTIONS AND ADMINISTRATION

Exceptions  and/or  modifications  to the plan must be approved by the CEO.  All
decisions made are final.


DISCLAIMER

Participation  in this plan is not to be construed as an employment  contract or
agreement by the participant.