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 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



                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual  Report to  Stockholders  for the year ended  January 31,
1999 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 27, 1999 are  incorporated by reference into Part
III.

                                     PART I

ITEM 1.  BUSINESS

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

    The Company's  headquarters  are located at 11000 Prairie Lakes Drive,  Eden
Prairie, Minnesota 55344, telephone 612/829-3000.

MARKETS SERVED

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

Education

    NCS  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.

    NCS also  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 for the Education market.
In addition,  NCS offers  network  services,  including  design,  hardware,  and
software  procurement;  Internet utilization,  maintenance and support;  network
administration;   and  outsourcing   for  its  K-12  customers.   The  Company's
information  processing services are also provided in support of federal student
financial aid programs for post-secondary education.

    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.

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 solutions to more complex information
management  needs.  Its  services  and  products  include   comprehensive   data
collection  technologies,  database management,  software development,  document
imaging,  telecommunications  support and information dissemination systems. All
of these processing,  data management and reporting  services are available from
NCS in  support  of  customers  that  prefer to  outsource  these  services.  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 five business units.

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. It 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.

    With the  acquisition of American  Cybercasting  Corporation,  also known as
Educational   Structures,   in  fiscal   1998,   the  Company   began   offering
Internet-based  products that allow educators to access  customized lesson plans
in social  studies,  language  arts,  mathematics  and science with  appropriate
student/teacher resources.

    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.   The  Company  offers  teacher  desktop  tools  for
applications  such as staff  development,  gradebook  systems,  and delivery and
receipt of student information.

    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;  network planning, design
and implementation; systems installation, integration and maintenance; training;
and help desk and ongoing support.  The Company also offers outsourcing services
to install its software and third party  computing  and network  hardware and to
operate the system on a day-to-day basis for school districts.

NCS Services 

    NCS provides a comprehensive  package of services and products that include:
systems analysis and design; software development; comprehensive data collection
technologies,  including  paper-based imaging and electronic;  forms management;
telecommunication and telephone call center support;  information management and
dissemination; and network support, such as Internet connectivity; and training.
These services and products can be delivered  on-site or outsourced  off-site to
NCS.

   The Company's  services also include:  sales/marketing  applications  such as
sales/order entry, billing,  quality measurement,  product warranty and customer
satisfaction  surveys and customer  data  collection;  payroll;  human  resource
applications such as applicant tracking,  organizational  development,  employee
attitude surveys,  benefits enrollment and employee evaluation;  telephone equal
access carrier selection; and general data collection,  analysis, management and
reporting.  More  recently,  the  Company has offered  medical  device  tracking
services to help medical manufacturers comply with the 1990 Safe Medical Devices
Act.

    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 free 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. Other federal agencies that
are customers of NCS include the U.S.  Department of Labor, the U.S.  Department
of Health and Human Services,  the Internal Revenue Service, and the U.S. Bureau
of Census.

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. The applications center on testing and
assessment in the Education market and on telecom deregulation for commercial or
governmental.

     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
see Note 10 of Notes to Consolidated  Financial  Statements that are included in
the Annual  Report to  Stockholders  for the fiscal year ended January 31, 1999,
and incorporated herein by reference.

MARKETING

     NCS  markets  its  data  collection  hardware  and  software  and its  data
collection  and  computer  processing  services  in the United  States  directly
through sales  employees and  indirectly  through  business  partners,  original
equipment manufacturers and resellers.  Outside the United States, the Company's
systems,  products, and services are sold through sales employees,  distributors
and independent sales agents. 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 and outside North America through distributors. 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.

    The Company supports its large scale,  complex data management projects with
information  processing  expertise in areas such as needs  assessment,  software
development, data collection technologies, data base management, secure Internet
applications,  networking,  telecommunications,  help desk  services  and system
acquisition and  implementation.  The Company also provides ongoing training and
support.

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 31, 1999, 1998 and 1997, the Company's product development expenses were
approximately $12.4 million,  $8.6 million and $9.9 million,  respectively.  The
expenditures  related  principally to software  product  development  (primarily
focused  on   applications   software)  and  scanning   software  and  equipment
development.  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  Stockholders  for the fiscal year ended January 31, 1999,
and incorporated herein by reference.

MANUFACTURING

     The Company  assembles its scanning  equipment from electronic  components,
metal stampings, molded plastic parts and mechanical sub-assemblies. These parts
are generally available from multiple sources. 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;   Melbourne,   Victoria,  Australia;  and
Rotherham, South Yorkshire,  England. 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 is competitive with 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.

     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.

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

EMPLOYEES

     As of February 26, 1999, the Company employed approximately 3,700 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,  1999 are listed  below  along with their  business
experience during the past five years.

NAME                         AGE     POSITION
------------------------    -----    ------------------------------------
Russell A. Gullotti          56      Chairman of the Board,
                                     President and Chief Executive Officer
Robert C. Bowen              57      Senior Vice President
Michael C. Brewer            52      Vice President and General Counsel
Jay V. Clark                 57      Vice President
John W. Fenton, Jr.          58      Secretary-Treasurer
Clive M. Hay-Smith           41      Vice President
Robert C. Hickcox            45      Vice President
Gary L. Martini              48      Vice President
Michael A. Morache           48      Vice President
David W. Smith               54      Vice President
Jeffrey W. Taylor            45      Vice President and Chief Financial Officer
Adrienne T. Tietz            52      Vice President



    Mr. Gullotti has been President and Chief  Executive  Officer since October,
1994 and  Chairman  of the Board since May,  1995.  Prior to that he held senior
executive  positions in sales and marketing,  services and  administration  with
Digital  Equipment  Corporation  (computer  manufacturing and services) for more
than five years.

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

    Mr. Fenton has been Secretary-Treasurer of NCS 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 since May,
1994 and prior to that Vice  President and Corporate  Controller of NCS 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, sales and
                                              marketing, 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

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

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

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

Edina, MN (1)               101,000          Data collection systems and
                                              services general offices,
                                              data processing services,
                                              sales and marketing; and
                                              scanner software development
                                             
Minnetonka, MN (1)           54,000          Assessments and test publishing
                                              and scoring general offices
                                              and operations

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

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

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

Nunawading, Victoria         30,000          NCS Australasia Pty. Ltd,
(Melbourne)                                  (joint venture) general offices,
Australia (1)                                data processing services, sales
                                             and marketing, documents design
                                             and production

Rotherham, South Yorkshire   34,000          Documents design and production,
England (1)                                   general offices, sales and 
                                              marketing

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

(1)  Denotes owned facility.


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




ITEM 3.  LEGAL PROCEEDINGS

    On April 30, 1997,  the Company was served with a Summons and Complaint in a
lawsuit  filed  against  the  Company by  Edu-Cap,  Inc.  ("Edu-Cap"),  formerly
University Support Services, Inc., in the United States District Court, District
of Minnesota,  Fourth Division.  In the lawsuit,  Edu-Cap alleges certain claims
against  the  Company in  connection  with three  student  loan  processing  and
servicing   agreements   between  the  Company  and   Edu-Cap.   Edu-Cap   seeks
out-of-pocket  damages, lost profits and compensation for extraordinary defaults
and lost interest that it claims resulted from NCS' breaches of such agreements.
In the lawsuit,  Edu-Cap  also seeks to have NCS acquire  from  Edu-Cap  certain
student loans with unpaid principal,  interest, and late charges, which loans it
claims are or have been in default and were incorrectly processed or serviced by
NCS.  The Company  tendered  the defense of the claims to its  insurer,  and the
insurer accepted the defense subject to a reservation of rights. The Company has
filed an Answer to Edu-Cap's Complaint denying Edu-Cap's claims, and the Company
intends to vigorously defend against the lawsuit.  In addition,  the Company has
filed  a  Counterclaim  against  Edu-Cap  and  a  claim  against  a  corporation
affiliated  with  Edu-Cap  seeking  compensatory  damages and  contribution  and
indemnity.  The  Company  does not believe  that the outcome of this  litigation
would  result  in a  material  adverse  effect  on  the  Company's  consolidated
financial position or results of operations.



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  31,  1999  to a  vote  of  security  holders  through  the
solicitation of proxies or otherwise.


                                     PART II


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

     "Quarterly  Market Data" included in the Annual Report to Stockholders  for
the year ended January 31, 1999 is incorporated herein by reference.


ITEM 6.  SELECTED FINANCIAL DATA

     "Five Year Financial  Data"  included in the Annual Report to  Stockholders
for the year ended January 31, 1999 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 Stockholders for the year
ended January 31, 1999 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" included in the Annual Report to Stockholders for the year
ended January 31, 1999 is incorporated herein by reference.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The following  consolidated  financial statements and supplementary data of
the  registrant  and  its  subsidiaries,   included  in  the  Annual  Report  to
Stockholders  for the year ended January 31, 1999,  are  incorporated  herein by
reference:

     Consolidated Balance Sheets -- January 31, 1999 and 1998

     Consolidated Statements of Income -- Years ended January 31, 1999, 1998 and
        1997

     Consolidated  Statements of Changes in Stockholders'  Equity -- Years ended
        January 31, 1999, 1998 and 1997

     Consolidated Statements of Cash Flows -- Years ended January 31, 1999, 1998
        and 1997

     Notes to Consolidated Financial Statements -- January 31, 1999

     Report of Independent Auditors dated March 1, 1999

     Quarterly Results of Operations (Unaudited)


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

     None.


                                    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 27, 1999 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 27, 1999 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 27,
1999 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 27, 1999 is
incorporated herein by reference.

                                     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  Stockholders  for the year ended  January 31, 1999,  are
             incorporated by reference in Item 8:

             Consolidated Balance Sheets -- January 31, 1999 and 1998

             Consolidated Statements of Income -- Years ended January 31, 1999, 
             1998 and 1997

             Consolidated Statements of Changes in Stockholders' Equity -- 
             Years ended January 31, 1999, 1998 and 1997

             Consolidated Statements of Cash Flows -- Years ended January 31, 
             1999, 1998 and 1997

             Notes to Consolidated Financial Statements -- January 31, 1999

             Report of Independent Auditors dated March 1, 1999

     (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
             authorized 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  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   Oswald  Stock  Option Plan is  incorporated  herein by reference to
             Exhibit  10O to the  Company's  Form 10-K for the fiscal year ended
             January 31, 1995.

     *10.8   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.

     *10.9   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.

     *10.10  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.

     *10.11  NCS 1999 Employee Stock Option Plan.

     *10.12  NCS 1999 Non-Employee Director Stock Option Plan.

     *10.13  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.

     *10.14  NCS 1990  Long-Term  Incentive  Plan, as amended,  is  incorporated
             herein by reference to Exhibit 10.3 to the Company's  Form 10-Q for
             the quarter ended October 31, 1995.

     *10.15  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.

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

     *10.17  NCS Corporate  Management  Incentive  Plan -- 1998 is  incorporated
             herein by reference to Exhibit 10.16 to the Company's Form 10-K for
             the fiscal year ended January 31, 1998.

     *10.18  NCS Corporate Management Incentive Plan -- 1999.

     13      Portions of NCS' Annual Report to Stockholders  for the fiscal year
             ended January 31, 1999.

     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  31,  1999 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 31, 1999.

     (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.


                                   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 23, 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
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  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: April 23,1999
       J. W. Fenton, Jr.
      (ATTORNEY-IN-FACT)






                                    FORM 10-K
                         NATIONAL COMPUTER SYSTEMS, INC.
                   FOR THE FISCAL YEAR ENDED JANUARY 31, 1999

                                  EXHIBIT INDEX



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


     10.11     NCS 1999 Employee Stock Option Plan.

     10.12     NCS 1999 Non-Employee Director Stock Option Plan

     10.18     NCS Corporate Management Incentive Plan -- 1999.

     13        Portions of NCS' Report to Stockholders for the fiscal year ended
               January 31, 1999.

     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 31, 1999 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.