SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                   FORM 10-K/A
                               Amendment No. 1 to
                   [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR
                  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED:                            COMMISSION FILE NUMBER:
    JANUARY 31, 1999                                           0-3713
                            -------------------------

                         NATIONAL COMPUTER SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

               MINNESOTA                                41-0850527
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

       11000 PRAIRIE LAKES DRIVE
        EDEN PRAIRIE, MINNESOTA                            55344
(Address of principal executive offices)                 (Zip Code)

        Registrant's telephone number, including area code: 612/829-3000
                            ------------------------
           Securities registered pursuant to Section 12(g) of the Act:

                      Common Shares--par value $.03 a share
                                (Title of Class)

            Rights to Purchase Series A Participating Preferred Stock
                                (Title of Class)
                            ------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12 months  (or such  shorter  periods  that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes _X_ No ____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by  reference in Part III of this Form 10-K or any  amendments  to
this Form 10-K. ____

State the aggregate market value of the voting shares held by  non-affiliates of
the  registrant  as of March  31,  1999.  
                       Common Shares, $.03 par value -- $701,358,000.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of April 20, 1999.  
               Common Shares, $.03 par value - 31,593,000 shares


<PAGE>


                         NATIONAL COMPUTER SYSTEMS, INC.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 10-K on
Form  10-K/A to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                 NATIONAL COMPUTER SYSTEMS, INC.
Dated: May 5, 1999                               By:    /s/ J. W. FENTON, JR.
                                                      ------------------------
                                                            J. W. Fenton, Jr.
                                                            SECRETARY-TREASURER

Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,  this
Amendment  No.  1 to Form  10-K on Form  10-K/A  has  been  signed  below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

By  RUSSELL A. GULLOTTI *                  Chairman of the Board of Directors,
    ----------------------                 President and Chief Executive
    Russell A.Gullotti                     Officer (principal executive officer)

By  William J. Cadogan *                   Director
    ----------------------
    William J. Cadogan

By  DAVID C. COX *                         Director
    ----------------------
    David C. Cox

By  DELORES M. ETTER *                     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 (principal
    Jeffrey W. Taylor                        financial officer and
                                             principal 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.
       -------------------                 Dated: May 5,1999
       J. W. Fenton, Jr.
      (ATTORNEY-IN-FACT)



<PAGE>


                         NATIONAL COMPUTER SYSTEMS, INC.


                                  EXHIBIT INDEX



 EXHIBIT
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     13           Report of Independent Auditors dated March 1, 1999