SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM 10-K

                   [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 29, 2000                                        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: 952/829-3000
                            ------------------------
           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.  X

State the aggregate market value of the voting shares held by  non-affiliates of
the  registrant  as of  March  31,  2000.
                Common Shares, $.03 par value -- $1,523,531,000.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of April 11, 2000.
               Common Shares, $.03 par value - 32,531,800 shares

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual  Report to  Stockholders  for the year ended  January 29,
2000 are incorporated by reference into Parts I, II and IV.

Portions  of  the  definitive   proxy   statement  for  the  Annual  Meeting  of
Stockholders to be held on May 25, 2000 are  incorporated by reference into Part
III.

<PAGE>

                                     PART I

ITEM 1.  BUSINESS

National  Computer  Systems,  Inc.  ("NCS"(R)  or  the  "Company")  is a  global
information  services company,  which provides services,  software,  systems and
Internet-based technologies for the collection, management and interpretation of
data.

The  Company's  headquarters  are located at 11000  Prairie  Lakes  Drive,  Eden
Prairie, Minnesota 55344, telephone 952/829-3000.


MARKETS SERVED

NCS  serves  two broad  markets:  Education  and Large  Scale  Data  Management.

Education

The  Company  develops  and  markets  enterprise  application  software  for the
administration and management of curriculum,  student  instruction and financial
data at the classroom,  school,  school district and state levels.  NCS provides
training,  consulting  and  project  management  services  in  support  of these
products. In addition, NCS offers network services,  including design,  hardware
and software  procurement,  Internet  utilization,  maintenance and support, and
network  administration.  NCS offers Internet delivery of electronic testing and
reporting  services,  teacher  resource  services  and  materials,   interactive
curriculum and services to link parents with schools.

NCS also  develops  and markets  data  collection  services  and systems for the
Education   market.   These  services  and  systems  provide  optical  scanning,
image-based or electronic data collection and computer  processing  services for
the high  accuracy,  large  volume and  complex  processing  needs of major test
publishers, federal and state education agencies, universities and colleges, and
local school districts.

By using the  Company's  optical  scanning  and  image-based  systems and forms,
individual  school  districts can perform in-house  student  assessment  testing
applications,  including  teacher created or  administration  developed norm- or
criterion-referenced  tests;  administrative  applications  such as  attendance,
scheduling, grade reporting and registration;  library and inventory management;
and financial management and payroll.

The Company's  information  processing  services are also provided in support of
federal student financial aid programs for post-secondary education.


Large Scale Data Management

NCS  develops,  markets and manages  complex  data  collection,  processing  and
reporting  services and products  targeted for certain key  applications  in the
Large Scale Data Management market.

NCS provides  scanners and forms for customers to do their own paper-based  data
collection.   The  Company  also  provides   outsourcing  services  for  complex
information management projects. Its services and products include comprehensive
data  collection  technologies,   database  management,   software  development,
document  imaging,  telecommunications  support  and  information  dissemination
systems.  In  addition,  NCS  offers  network  design,   hardware  and  software
acquisition,  implementation,  maintenance and support services.  Finally,  NCS'
network administration  services include network and system security, help desk,
Internet connectivity and training.


BUSINESS SEGMENTS

NCS  delivers its products and  services  through the  following  five  business
segments.

Assessments and Testing Services

NCS is the largest commercial  processor of academic assessment tests for grades
K-12 in the United  States.  NCS  markets  test  scoring  services to major test
publishers,  state  education  agencies,  the federal  government,  local school
districts and commercial customers.  For these customers,  NCS service offerings
include program design;  test item  development;  program  management;  software
development;  printing,  packaging,  distribution and collection logistics;  and
scoring,  editing,  analysis  and  final  reporting.  Scoring  services  include
selected response scoring and professional  scoring of constructed response test
items  such as  essays.  Both  optical  mark  reading  (OMR) and image  scanning
technologies are utilized in the scoring process.

The Company  offers a secure  Internet-based  electronic  testing  delivery  and
reporting  capability,  which  allows  NCS to  participate  in the  professional
licensure and certification market. This capability also permits NCS to offer an
electronic testing option to traditional statewide grade K-12 testing programs.

The Company also publishes and distributes  tests and provides  scoring services
to  industrial  and  clinical  psychologists,   psychiatrists,   human  resource
professionals   and  educators.   These  tests  and  scoring   services  include
personality   assessment  and  psychological   diagnostic   testing  and  career
development, guidance counseling and human resource organizational assessments.

In addition, to provide tools for workforce development,  the Company's test and
scoring  services  have been  expanded  to  include  assessments  for  personnel
selection and skill and career assessment.

Education Software and Services

A principal strategy of the Company in servicing the education marketplace is to
concentrate  on  enterprise  software for school  administration.  NCS' software
products include student administrative  software to assist educators in student
management,  including  applications  such  as  academic  reporting,  attendance
gathering and scheduling.  The Company's instructional and curriculum management
software  products  manage   information  about  student   achievement   against
educational  objectives.   In  conjunction  with  its  instructional  management
software,  NCS offers model curriculum and test item databases to assist schools
in establishing  and meeting stated or mandated  curriculum  objectives.  During
1999,  the Company  introduced the  ParentCONNECTxp(R)  module to allow Internet
access by parents to student  academic data. NCS plans to continue to extend the
utility of its systems using Internet capabilities.

With the acquisition of NovaNET Learning, Inc. in fiscal 1999, the Company began
offering an online,  comprehensive  education and communication  private network
that offers self-paced, interactive curriculum for secondary school students and
adults.  Acquired in fiscal 1998,  NCS'  Educational  Structures  Internet-based
products  and services  allow  educators  to access  customized  lesson plans in
social  studies,   language  arts,  mathematics  and  science  with  appropriate
student/teacher   content   resources,   teaching   strategies  and  interactive
activities.

NCS products also include financial  management  software for schools and school
districts. The Company provides software for accounting and financial reporting,
payroll, human resources,  inventory and many other financial and administrative
functions.

NCS offers services related to its enterprise software to assist with the design
and  implementation  of these  installations.  Services  offered by NCS include:
professional consulting; project management;  systems installation,  integration
and maintenance; training; and help desk and ongoing support.

NCS Services

NCS provides a comprehensive package of services that include:  systems analysis
and design;  software development;  comprehensive data collection  technologies,
including  Internet-based  systems,  paper-based  imaging  and  electronic  data
gathering;  forms  management;   telecommunication  and  telephone  call  center
support;  information  management and  dissemination;  network support,  such as
Internet connectivity;  and training.  These services are principally outsourced
to NCS and performed at NCS sites.

The Company's services also include:  quality measurement,  product warranty and
customer  satisfaction  surveys and customer  data  collection;  human  resource
applications, such as applicant tracking,  organizational development,  employee
attitude surveys,  benefits enrollment and employee  evaluation;  medical device
tracking  services  to help  medical  manufacturers  comply  with the 1990  Safe
Medical  Devices Act;  and general data  collection,  analysis,  management  and
reporting.

During  fiscal 2000,  the Company,  working with the U.S.  Census  Bureau,  will
manage and operate one of four census data capture centers.  NCS, at its center,
will receive completed  English and  Spanish-language  Census forms,  manage all
imaging  operations and perform all data capture functions to collect and report
the constitutionally-mandated count of the U.S. population.

NCS  provides  its large  scale data  management  services  to  several  federal
government customers.  The U.S. Department of Education,  which is the Company's
largest single customer,  outsources  projects to NCS,  including the processing
and  eligibility  calculation  of the  federal  application  for  student aid in
post-secondary education. Under contract, NCS also manages the wide area network
over  which  this  information  is  distributed  to and  from  member  colleges,
universities,  and other post-secondary institutions,  and responds to telephone
calls from applicants at all stages of the financial aid process.  Other federal
agencies  that are  customers  of NCS  include the U.S.  Department  of Defense,
Department of Labor,  Office of Personnel  Management,  and the Internal Revenue
Service.

Data Collection Systems

NCS manufactures  OMR scanners that can read data from specially  designed forms
printed by the Company with specifically  formulated inks.  Computing capability
is built into most scanners. Scanners usually incorporate, or interface directly
with,  software  developed by the Company.  Optical  scanning  equipment is most
effective for applications that require the highest  accuracy,  precise response
definition and cost effective data capture.

The  Company's  lines of OMR  hardware  include  scanners  marketed as OpScan(R)
products. The scanners provide a wide range of capabilities to meet the needs of
customers.  The OMR scanning systems utilize a proprietary  mark  discrimination
system to distinguish valid marks, which provides a very high degree of accuracy
in processing responses.  To enhance the usefulness of the OpScan scanners,  the
Company  offers  optional  features,  such as bar  code  reading  capability,  a
transport printer to print alphanumeric messages on scanned documents,  optional
read formats and upgraded computer capability options.

NCS markets  image-based data collection  systems that represent an extension of
the  Company's  optical  mark reading  technology.  These  products  contain NCS
proprietary character recognition  technology as well as integrated  third-party
technologies.  When attached to a computer  workstation and using  sophisticated
software,  these scanners allow customers to efficiently and accurately  collect
and  interpret  a wide  range of  information  from a  printed  form,  including
machine- and hand-printed data.

NCS offers a number of utility  software and standard  application  programs for
use with NCS data collection systems.  Processing and application software is an
important  component of its scanning  products  and  services.  The Company also
offers  non-proprietary  data  collection  products  and  technology  to address
specific customer needs.

The  Company  designs,   manufactures  and  sells  scannable  forms,   including
multiple-page  booklets. A variety of custom forms are tailored to meet specific
customer needs. In addition, standardized forms are used in applications such as
testing,  attendance,  scheduling and student evaluation in the Education market
and applications  such as customer surveys or market research in the Large Scale
Data Management market.

The Company believes that the use of a properly  designed and printed form is an
essential  element in assuring  that a scanning  system  performs  with greatest
accuracy  and  optimum  capability.   In  order  to  assure  a  high  degree  of
consistency, reliability, and accuracy, the Company prints its forms to exacting
specifications and recommends them for use with its scanning systems.

International

NCS'  products and  services are sold  internationally.  The  Company's  OMR and
image-based  data  collection  systems  and  scannable  forms and  booklets  are
utilized  outside the United  States by  ministries of education for testing and
assessment and by commercial or governmental customers for data collection, data
management and reporting applications.

The Company's  international  business strategy is to focus on certain countries
with  services-led  applications.  These  applications  center on  Internet  and
paper-based  testing  and  assessment  in the  Education  market  and on telecom
deregulation for commercial or governmental entities.

In-country  services  include  professional   consulting;   project  management;
comprehensive  data  collection  technology and  processing;  forms  management;
telecommunication  and telephone call center  operations and support;  data base
management; and information dissemination.

Additional Business Segment Data

For financial  information regarding each of the Company's business segments and
information  regarding  sales  to  government  agencies,  see Note 9 of Notes to
Consolidated  Financial  Statements and Management's  Discussion and Analysis of
Results of Operations  and Financial  Condition  that are included in the Annual
Report  to  Shareholders  for the  fiscal  year  ended  January  29,  2000,  and
incorporated herein by reference.

MARKETING

NCS markets its data  collection  hardware and software and its data  collection
and processing  services in the United States  directly  through sales employees
and indirectly through business partners,  original equipment  manufacturers and
resellers.  The  Company's  published  test  products  and related  test-scoring
services  are  marketed in North  America  through  telemarketing,  direct mail,
professional  journal advertising and professional trade convention  attendance.
Outside the United States,  the Company's products and services are sold through
sales  employees,  distributors  and  independent  sales  agents.  Each  of  the
Company's  sales  organizations  are  supported by marketing  and sales  support
personnel.

SOFTWARE SUPPORT, TECHNICAL SUPPORT AND MAINTENANCE

Software  support is  provided on a  contractual  basis to  customers  licensing
application  software  systems  from the  Company.  NCS assists  customers  with
installation,  training,  hardware  or  software  upgrades  and  development  of
specific customer application software on a fee-for-service basis.

The Company  offers  technical  support and  hardware  maintenance  to customers
purchasing or leasing its equipment either on a contractual basis or through its
national  network of  customer  service and support  engineers.  NCS  emphasizes
prompt,  reliable  service  and  close  customer  relationships.  Technical  and
maintenance support includes labor, parts and operational  training,  and, where
applicable, programming of the equipment and design of forms.

DEVELOPMENT OF PRODUCTS AND SERVICES

The Company's  development  efforts are directed toward new product  development
and enhancements to existing products. During the fiscal years ended January 29,
2000 and January 31, 1999 and 1998, the Company's product  development  expenses
were approximately $20.4 million, $12.4 million and $8.6 million,  respectively.
The expenditures  related principally to education software product development,
test processing  technology and service process  improvements  (with emphasis on
Internet  applications).  For a  description  of new products  acquired  through
acquisitions,  see Note 2 of Notes to Consolidated Financial Statements that are
included in the Annual Report to Shareholders  for the fiscal year ended January
29, 2000, and incorporated herein by reference.

MANUFACTURING

The Company assembles its scanning equipment from electronic  components,  metal
stampings,  molded  plastic  parts and  mechanical  sub-assemblies.  The Company
assembles  most  of the  scanning  systems  equipment  at its  Eagan,  Minnesota
facility. Computer hardware is purchased from other manufacturers.

Scannable   forms  are  produced  at  NCS'  printing   facilities  in  Columbia,
Pennsylvania;  Owatonna, Minnesota; and Melbourne,  Victoria, Australia. The ink
and paper used in forms production are produced to the Company's  specifications
by a limited number of suppliers.  Although the Company has no long-term  supply
contracts  with its  paper  or ink  suppliers,  the  Company  has had  long-term
relationships  with such  suppliers  and believes that these  relationships  are
good.

COMPETITION

Competition  in the data  collection  and  information  management  industry  is
intense.  Numerous  companies offer various  combinations of data collection and
data  management  services.  Optical  scanning  and  imaging are only two of the
numerous  data  collection  methods  available  and  successfully  in use in the
marketplace  today. The Company  continues to focus on the development of market
niches  where  scanning   technology  has  advantages   over  other  data  entry
technologies. In addition to competition provided by alternative methods of data
capture (including  on-line terminal  keyboards and optical character  readers),
other scanning  vendors supply products that directly  compete with those of the
Company.

Enterprise  software  for the  Education  market has  intense  competition  from
in-house  systems,  national and regional software and service  providers,  data
processing  service  bureaus,  test  publishers  and  providers  of  educational
curriculum and instruction management products and services.  Numerous companies
have  recently  started  using the Internet to deliver  educational  content and
certain administrative functions.

The  Company's  scannable  forms compete with forms  produced by commercial  and
specialized  printers.  Principal  competitive  factors in the  scannable  forms
printing industry are product quality, service and price.

NCS' test processing,  test publishing and computer  processing services compete
with several test publishers and data processing service bureaus.  The Company's
customer support and maintenance organization competes with services provided by
manufacturers,  national service  companies,  and local providers of maintenance
services.

 PATENTS, TRADEMARKS AND LICENSES

The Company holds certain patents,  registered and  unregistered  trademarks and
copyrights. The Company also has rights under licensing arrangements to a number
of patents,  trademarks,  copyrights and manufacturing  processes and materials.
These  licensing   arrangements  are  with  publishers  of  various  copyrighted
psychological,  aptitude and achievement  tests. These publishers license NCS to
distribute  these tests, to print and sell answer sheets for such tests,  and to
score such tests. Payment of royalties is usually based upon the volume of tests
distributed,  answer  sheets  sold,  and tests  scored.  NCS  believes  that its
business is not dependent upon any one individual patent,  trademark,  copyright
or license right or group thereof.

"NCS", "OpScan" and "ParentCONNECTxp" are registered trademarks of the Company.

EMPLOYEES

As of February 26, 2000,  the Company  employed  approximately  4,600  full-time
employees. The Company believes that its employee relations are excellent.

EXECUTIVE OFFICERS OF THE REGISTRANT

The names, ages and positions of all of the executive officers of the Company as
of February  26,  2000 are listed  below  along with their  business  experience
during the past five years.

NAME                      AGE        POSITION
-------------------     -------      -----------------------------------------
Russell A. Gullotti       57         Chairman of the Board,
                                     President and Chief Executive Officer
Robert C. Bowen           58         Senior Vice President
Michael C. Brewer         53         Vice President and General Counsel
John W. Fenton, Jr.       59         Secretary-Treasurer
Simon N. Garneau          53         Vice President
Clive M. Hay-Smith        42         Vice President
Robert C. Hickcox         46         Vice President
Gary L. Martini           49         Vice President
Michael A. Morache        49         Vice President
David W. Smith            55         Vice President
Jeffrey W. Taylor         46         Vice President and Chief Financial Officer
Adrienne T. Tietz         53         Vice President


Mr. Gullotti has been President and Chief Executive Officer since October,  1994
and Chairman of the Board since May, 1995.

Mr. Bowen has been a Senior Vice President of NCS for more than five years.

Mr. Brewer has been Vice  President and General  Counsel of NCS since May, 1995.
Prior to that he was General Counsel of NCS from May, 1992 until May, 1995.

Mr. Fenton has been Secretary-Treasurer of NCS for more than five years.

Mr. Garneau has been a Vice President of NCS since June,  1999. Prior to that he
was a  self-employed  business  consultant  from  January,  1998 to June,  1999.
Previously,  he was President and Chief Executive  Officer of ISI Systems,  Inc.
(computer software and services) for more than five years.

Mr. Hay-Smith has been a Vice President of NCS for more than five years.

Mr.  Hickcox  has been a Vice  President  of NCS  since  February,  1997 and was
Director,  Methods and Tools of NCS from April, 1995 to February, 1997. Prior to
that he was  Manager,  Tools and  Systems  with  Digital  Equipment  Corporation
(computer manufacturing and services) for more than five years.

Mr. Martini has been a Vice President of NCS since August,  1997.  Prior to that
he was owner and President of Martini & Associates  (organizational  development
consulting) for more than five years.

Mr. Morache has been a Vice  President of NCS since May, 1996.  Prior to that he
was a Vice President of Unisys Corporation (information management company) from
September,  1995 to May, 1996.  Previously,  he was a Senior Vice President with
ALLTEL   Information   Services,   Inc.   (information-processing    management,
outsourcing services, and application software) for more than five years.

Mr. Smith has been a Vice President of NCS for more than five years.

Mr.  Taylor has been Vice  President and Chief  Financial  Officer for more than
five years.

Ms. Tietz has been a Vice President of NCS for more than five years.

Officers  are elected  annually by the Board of  Directors.  There are no family
relationships among these officers, nor any arrangement or understanding between
any officer and any other person pursuant to which the officer was selected.

PRIVATE SECURITIES LITIGATION REFORM ACT

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform  Act of 1995,  the  Company is hereby  filing,  as Exhibit 99
hereto, cautionary statements identifying important factors that could cause the
Company's  actual results to differ  materially  from those projected in forward
looking statements of the Company made by, or on behalf of, the Company.

ITEM 2.  PROPERTIES

    The Company's principal facilities are as follows:

                            SQUARE
LOCATION                    FOOTAGE          GENERAL PURPOSE
---------------          --------------       -------------------------------
Mesa, AZ (1)                 96,000        Education software and services,
                                            general offices, and product
                                            development and support

Foothill Ranch, CA           37,000        Education software and services,
                                            product development and support

Cedar Rapids, IA            205,000        Data processing services and
                                            warehouse

Iowa City, IA                              Assessment and test processing
  Building 1 (1)            168,000         and data processing services,
  Building 2 (1)            142,000         operations and general offices
  Building 3                 25,000

Champaign, IL                29,000        Education software and services,
                                            product development and support

Rosemont, IL                 23,000        Assessments and test publishing
                                            general offices

Lawrence, KS (2)             90,000        Data processing services,
                                            operations and general offices

Eagan, MN (1)               109,000        Scanner hardware development and
                                            manufacturing; NCS services
                                            general offices; customer support
                                            services operations and general
                                            offices; and international
                                            operations and general offices

Eden Prairie, MN             67,000        Executive general offices and
                                            electronic test processing
                                            operations and general offices

Edina, MN (1)               101,000        Data collection systems and
                                            services general offices,
                                            data processing services
                                            and scanner software
                                            development

Minnetonka, MN (1)           54,000        Assessments and test publishing
                                            and scoring operations and
                                            general offices

Owatonna, MN (1)            128,000        Documents design and production

Columbia, PA (1)            121,000        Documents design and production

Austin, TX
  Building 1                 35,000        Data processing services,
  Building 2                 41,000         operations and general offices

  Building 3                157,000        Data processing services,
                                            documents design and
                                            production, operations and
                                            general offices

Buenos Aires, Argentina      38,000        Data processing services,
                                            operations and general offices


Nunawading, Victoria         30,000        Data processing services,
   (Melbourne)                              documents design and
  Australia (1)                             production, operations and
                                            general offices

Mississauga, Ontario,        59,000        Assessment and test processing
Canada                                      and data processing services,
                                            operations and general offices

Rotherham, South Yorkshire   34,000        Data processing services,
   England                                  operations and general offices


Mexico City, Mexico          24,000        Data processing services,
                                            operations and general offices

------------------------

(1)   Denotes owned facility.

(2)   Construction  of  an  additional  60,000  square  foot  facility  at  this
      location,  to be used for the same  general  purposes,  is  scheduled  for
      completion during the second quarter of 2000.

The Company  believes that its  facilities  will be adequate to meet its current
needs.


ITEM 3.  LEGAL PROCEEDINGS

On March 10, 2000, the Company entered into a settlement agreement with Edu-Cap,
Inc. (formerly University Support Services, Inc.) ("Edu-Cap") in connection with
the previously  disclosed  lawsuit  against the Company by Edu-Cap in the United
States District Court, District of Minnesota,  Fourth Division.  Pursuant to the
settlement  agreement,  all claims that were  alleged or could have been alleged
against the Company by Edu-Cap in the lawsuit have been settled.  The settlement
did not have a material adverse effect on the Company's  consolidated  financial
position or results of operations.

The  Company  is not a party  to nor is its  property  subject  to any  material
pending legal proceedings.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters  submitted  during the fourth  quarter of the fiscal  year
ended January 29, 2000 to a vote of security holders through the solicitation of
proxies or otherwise.


<PAGE>
                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

"Quarterly  Market Data" included in the Annual Report to  Shareholders  for the
year ended January 29, 2000 is incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

"Five Year Financial Data" included in the Annual Report to Shareholders for the
year ended January 29, 2000 is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

"Management's  Discussion  and Analysis of Results of  Operations  and Financial
Condition"  included  in the Annual  Report to  Shareholders  for the year ended
January 29, 2000 is incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

"Management's  Discussion  and Analysis of Results of  Operations  and Financial
Condition - Capital  Resources and  Liquidity"  included in the Annual Report to
Shareholders  for the year ended  January  29,  2000 is  incorporated  herein by
reference.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following  consolidated  financial  statements and supplementary data of NCS
and its subsidiaries, included in the Annual Report to Shareholders for the year
ended January 29, 2000 are incorporated herein by reference:

Consolidated Balance Sheets -- January 29, 2000 and January 31, 1999

Consolidated  Statements  of Income -- Years ended  January 29, 2000 and January
31, 1999 and 1998

Consolidated  Statements  of  Changes  in  Stockholders'  Equity -- Years  ended
January 29, 2000 and January 31, 1999 and 1998

Consolidated  Statements  of Cash  Flows -- Years  ended  January  29,  2000 and
January 31, 1999 and 1998

Notes to Consolidated Financial Statements -- January 29, 2000

Report of Independent Auditors dated March 6, 2000

Quarterly Results of Operations (Unaudited)



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

 None.

<PAGE>
                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

"Election of Directors" included in the Company's definitive proxy statement for
the Annual  Meeting of  Stockholders  to be held on May 25, 2000 and  "Executive
Officers of the Registrant" in Part I of this report are incorporated  herein by
reference.

ITEM 11.   EXECUTIVE COMPENSATION

"Summary  Compensation  Table" and "Stock  Options"  included  in the  Company's
definitive  proxy statement for the Annual Meeting of Stockholders to be held on
May 25, 2000 are incorporated herein by reference.



ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

"Election of Directors" and "Ownership of NCS Common Stock by Certain Beneficial
Owners and  Executive  Officers"  included  in the  Company's  definitive  proxy
statement for the Annual Meeting of  Stockholders  to be held on May 25, 2000 is
incorporated herein by reference.



ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

"Election of Directors" included in the Company's definitive proxy statement for
the Annual Meeting of  Stockholders  to be held on May 25, 2000 is  incorporated
herein by reference.



<PAGE>


                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) List of Financial Statements and Financial Statement Schedules

    (1)  The following  consolidated  financial  statements of National Computer
         Systems,  Inc.  and  subsidiaries,  included  in the  Annual  Report to
         Shareholders  for the year ended January 29, 2000 are  incorporated  by
         reference in Item 8:

         Consolidated Balance Sheets -- January 29, 2000 and January 31, 1999

         Consolidated  Statements  of Income -- Years ended January 29, 2000 and
         January 31, 1999 and 1998

         Consolidated  Statements  of Changes in  Stockholders'  Equity -- Years
         ended January 29, 2000 and January 31, 1999 and 1998

         Consolidated  Statements  of Cash Flows -- Years ended January 29, 2000
         and January 31, 1999 and 1998

         Notes to Consolidated Financial Statements -- January 29, 2000

         Report of Independent Auditors dated March 6, 2000

    (2)  Consolidated   financial   statement  schedules  of  National  Computer
         Systems, Inc. and subsidiaries required to be filed by Item 14(d):

         All schedules for which provision is made in the applicable  accounting
         regulations of the Securities and Exchange  Commission are not required
         under the related instructions or are inapplicable and, therefore, have
         been omitted.


    (3)  Listing of Exhibits:

    EXHIBIT

    3.1      Restated  Articles of Incorporation,  as amended,  are incorporated
             herein by  reference  to  Exhibit  3.1 to the NCS Form 10-K for the
             fiscal year ended January 31, 1998.


    3.2      Bylaws,  as  amended  and  restated,  are  incorporated  herein  by
             reference to Exhibit 3.2 to the NCS Form 8-K dated March 4, 1996.

    4.1      Instruments  with  respect to  long-term  debt where the total debt
             auth-  orized  thereunder  does not exceed 10% of the  consolidated
             total assets of the registrant are not being filed;  the registrant
             will furnish a copy of any such  instrument to the Commission  upon
             request.

    4.2      Second Amended and Restated  Rights  Agreement dated as of December
             8,  1998   between  NCS  and  Norwest  Bank   Minnesota,   National
             Association  (including the form of Right  Certificate  attached as
             Exhibit B thereto) is incorporated herein by reference to Exhibit 1
             to Amendment No. 3 to Form 8-A/A dated December 15, 1998.

    4.3      Credit  Agreement dated as of November 17, 1997 between NCS and The
             First National Bank of Chicago (as Agent);  Norwest Bank Minnesota,
             National  Association;  Suntrust Bank,  Central  Florida,  National
             Association;  and The  Bank of  Tokyo -  Mitsubishi  Ltd.,  Chicago
             Branch is  incorporated  herein by  reference  to  Exhibit 4 to the
             Company's Form 10-Q for the quarter ended October 31, 1997.

    *10.1    Amended and Restated  Change In Control  Agreement  dated as of May
             21,  1998,  by and  between NCS and  certain  executives  of NCS is
             incorporated  herein by reference to Exhibit 10.1 to the  Company's
             Form 10-Q for the fiscal quarter ended October 31, 1998.

    *10.2    Amended and Restated Severance Agreement dated December 8, 1998, by
             and between NCS and Russell A. Gullotti is  incorporated  herein by
             reference to Exhibit 10.2 to the Company's Form 10-Q for the fiscal
             quarter ended October 31, 1998.

    *10.3    Description  of Retirement  Arrangements  with David C. Malmberg is
             incorporated  herein by  reference  to Exhibit 19 to the  Company's
             Form 10-Q for the fiscal quarter ended October 31, 1992.

    *10.4    Agreement  dated  August 22, 1994 between NCS and Charles W. Oswald
             is  incorporated  herein  by  reference  to  Exhibit  10(b)  to the
             Company's Form 10-Q for the fiscal quarter ended October 31, 1994.

    *10.5    NCS 1986  Employee  Stock  Option  Plan is  incorporated  herein by
             reference to Exhibit 10D to the Company's  Form 10-K for the fiscal
             year ended January 31, 1986.

    *10.6    NCS 1989  Non-Employee  Director Stock Option Plan, as amended,  is
             incorporated  herein by reference to Exhibit 10.4 to the  Company's
             Form 10-K for the fiscal year ended January 31, 1998.

    *10.7    NCS 1990 Employee  Stock Option Plan, as amended,  is  incorporated
             herein by reference to Exhibit 10.1 to the Company's  Form 10-Q for
             the quarter ended October 31, 1995.

    *10.8    NCS 1995 Employee  Stock Option Plan, as amended,  is  incorporated
             herein by reference to Exhibit 10.2 to the Company's  Form 10-Q for
             the quarter ended October 31, 1995.

    *10.9    NCS 1997  Employee  Stock  Option  Plan is  incorporated  herein by
             reference to Exhibit 10.14 to the Company's  Form 10-K for the year
             ended January 31, 1997.

    *10.10   NCS 1999  Employee  Stock  Option  Plan is  incorporated  herein by
             reference to Exhibit 10.11 to the Company's  Form 10-K for the year
             ended January 31, 1999.

    *10.11   NCS 1999  Non-Employee  Director Stock Option Plan is  incorporated
             herein by reference to Exhibit 10.12 to the Company's Form 10-K for
             the year ended January 31, 1999.

    *10.12   NCS 1998 Employee  Stock  Purchase Plan is  incorporated  herein by
             reference  to  Exhibit  10.17 to the  Company's  Form  10-K for the
             fiscal year ended January 31, 1998.

    *10.13   NCS  1997  Long-Term  Incentive  Plan  is  incorporated  herein  by
             reference to Exhibit 10.13 to the Company's  Form 10-K for the year
             ended January 31, 1997.

    *10.14   NCS Supplemental  Deferred Compensation Plan is incorporated herein
             by reference to Exhibit 4 to the Company's Form S-8 dated March 26,
             1999.

    *10.15   NCS Corporate  Management  Incentive  Plan -- 1999 is  incorporated
             herein by reference to Exhibit 10.18 to the Company's Form 10-K for
             the fiscal year ended January 31, 1999.

    *10.16   NCS Corporate Management Incentive Plan -- 2000.

    *10.17   NCS 2000 Long-Term Incentive Program.

    13       Portions of NCS' Annual Report to Shareholders  for the fiscal year
             ended January 29, 2000.

    21       Significant Subsidiaries.

    23       Consent of Independent Auditors.

    24       Power of Attorney authorizing J.W. Fenton, Jr. to sign the NCS Form
             10-K  for the  year  ended  January  29,  2000 on  behalf  of other
             officers and directors.

    27       Financial Data Schedule.

    99       Cautionary  statements  identifying  important  factors  that could
             cause the Company's  actual results to differ from those  projected
             in forward looking statements.

----------------

    * Indicates management contract or compensatory plan or arrangement required
    to be filed as an exhibit to this report.

    (b)  Reports on Form 8-K

         There  were no  reports  on Form 8-K filed for the three  months  ended
         January 29, 2000.

    (c)  Exhibits

         The  response  to this  portion of Item 14 is  submitted  as a separate
         section of this report.

    (d)  Financial Statement Schedules

         Financial  Statement  Schedules have been omitted  because they are not
         required or are inapplicable.

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                 NATIONAL COMPUTER SYSTEMS, INC.
Dated: April 25, 2000                            By:    /s/ J. W. FENTON, JR.
                                                 ----------------------------
                                                            J. W. Fenton, Jr.
                                                          SECRETARY-TREASURER

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
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  JEAN B. KEFFELER *               Director
    ---------------------
    Jean B. Keffeler

By  JOHN J. RANDO *                  Director
    ---------------------
    John J. Rando

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: April 25, 2000
      J. W. Fenton, Jr.
     (ATTORNEY-IN-FACT)



<PAGE>


                                    FORM 10-K
                         NATIONAL COMPUTER SYSTEMS, INC.
                   FOR THE FISCAL YEAR ENDED JANUARY 29, 2000

                                  EXHIBIT INDEX



 EXHIBIT
-------------


  10.16   NCS Corporate Management Incentive Plan - 2000.

  10.17   NCS 2000 Long-Term Incentive Program.

  13      Portions of NCS'  Annual  Report to  Shareholders  for the fiscal year
          ended January 29, 2000.

  21      Significant Subsidiaries.

  23      Consent of Independent Auditors.

  24      Power of Attorney  authorizing  a certain  person to sign the NCS Form
          10-K for the year ended  January 29, 2000 on behalf of other  officers
          and directors.

  27      Financial Data Schedule.

  99      Cautionary  statements  identifying important factors that could cause
          the Company's actual results to differ from those projected in forward
          looking statements.