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, 1996                                    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. _X_

State the aggregate market value of the voting shares held by  non-affiliates of
the registrant as of March 8, 1996.
                  Common Shares, $.03 par value -- $234,550,000

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of March 8, 1996.
               Common Shares, $.03 par value -- 15,389,801 shares


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual  Report to  Stockholders  for the year ended  January 31,
1996 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 23, 1996 are  incorporated by reference into Part
III.

<PAGE>
                                     PART I

ITEM 1.  BUSINESS

National  Computer  Systems,  Inc.  ("NCS" or the  "Company")  is a global  data
collection  services and systems  company  which  provides  quality  information
management  services  and  systems  for data  collection.  Data  collection  and
management  includes  capturing  and  aggregating  data;  creating a database or
datastream;  processing  the data using  software;  and  analyzing and reporting
results.  The Company  also  develops  and markets  computer-based  systems with
proprietary software and services for automating trust asset management.

NCS data collection services include data processing, analysis, data management,
reporting services,  networking,  hardware maintenance and professional services
to meet customer needs. Data collection  systems include optical mark read (OMR)
and image scanning  hardware,  other data collection  technologies,  proprietary
software, software maintenance and pre-printed forms. Data can be in the form of
marks,  machine  printed  bar codes and text,  and/or  handprinted  alphanumeric
characters.  The  Company  also  provides  utility and  application  software to
enhance the capability of NCS customers to manage their information effectively.
Application software products are focused on specific applications within target
markets.

NCS markets its mission  critical data  collection and  management  services and
systems  within  four major  markets:  education,  selected  commercial  niches,
government, and health care.

     EDUCATION -- NCS develops and markets data collection  services and systems
which  provide  optical  scanning,  image  based data  collection  and  computer
processing services for the large volume, complex processing needs of major test
publishers,  state  education  agencies,  universities  and colleges,  and local
school  districts.  The Company also supplies optical scanning systems and forms
to  individual  school  districts  for  in-house  student   assessment   testing
applications and  administrative  applications  such as attendance,  scheduling,
grade reporting and registration;  library and inventory  management;  financial
management and payroll;  and testing  applications,  including test  generation,
teacher created tests and norm-or criterion-referenced testing. NCS develops and
markets application software for the administration of curriculum,  student, and
financial data at the classroom,  school, school district, and state levels. The
Company's  information  processing  services  are provided in support of federal
student financial aid programs for post-secondary education.

     COMMERCIAL  -- NCS  develops  and  markets  data  collection  services  and
products  targeted at certain key  applications  in this market.  These  include
sales/marketing applications, such as sales/order entry and quality measurement;
inventory control and analysis;  customer satisfaction surveys and customer data
collection;  training and  development  in the human  resources  area;  employee
attitude  surveys;  customer  billing;  payroll;  human  resource  applications,
including applicant tracking;  benefits enrollment and employee evaluation;  and
general data  collection,  analysis and  management.  NCS provides  scanners and
forms  for  customers  to do their  own data  collection  as well as  processing
services in support of customers that prefer to outsource these services.

    GOVERNMENT -- The Company provides its services and products to governmental
agencies for many of the same  applications  as in the  commercial  marketplace.
Data  collection and computer  processing  services,  including image based data
collection systems, are provided for federal and state programs.

     HEALTH  CARE -- NCS  publishes  and  markets a wide  variety of  assessment
instruments used by mental and behavioral health  professionals.  When used with
NCS' data collection products,  these instruments assist clinical  professionals
in the  diagnosis  and  treatment  of patients  plus track the progress of those
patients.  NCS scanners and forms,  other data capture  devices and  proprietary
software are also used by hospitals  and clinics for  collection  of data during
patient  visits  and  for  administrative  management.  The  accuracy  and  cost
effectiveness of this approach provides significant benefits to both health care
providers and patients.

NCS also develops and markets  computer-based  systems with proprietary software
and services for automating trust asset management in personal trust,  corporate
trust and private banking in the financial services industry, primarily banking.
NCS software delivers critical accounting,  transaction processing, and customer
reporting  capabilities  to  institutions  of all sizes.  NCS provides  complete
service  bureau  processing   capability  and  facilities  management  services,
allowing  a  financial  institution  to  off-load  all of its  asset  management
processing to NCS.

NCS operates in two business segments:  (1) data collection services and systems
and (2)  financial  systems.  See  Note 11 of Notes  to  Consolidated  Financial
Statements  included in the annual  report to  stockholders  for the fiscal year
ended January 31, 1996, which is incorporated herein by reference,  for business
segment data.

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

<PAGE>

DATA COLLECTION PRODUCTS, SERVICES AND RELATED SOFTWARE

Scanning Systems

     NCS  manufactures  optical mark reading (OMR)  scanners which 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  where
highest accuracy, precise response definition and cost effective data capture is
required.

     The  Company's  lines of scanning  hardware  include  scanners  marketed as
Sentry-R- and OpScan-R-  products.  These lines of 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,  thus
providing a very high degree of accuracy in processing responses. To enhance the
usefulness of the OpScan line, 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  which  represent  an
extension of the Company's optical mark reading  technology.  When attached to a
workstation  computer and using  sophisticated  software,  these  scanners allow
customers  to  efficiently  and  accurately  collect  and  interpret  the widest
possible  range of  information  from a  printed  form,  including  printed  and
handwritten data.

Scanning and Related Software

     NCS offers a number of standard software programs for use with NCS systems.
Processing and application  software is an important  component in the Company's
marketing of its scanning  products and  services.  A principal  strategy of the
Company in  servicing  the  education  marketplace  is to  concentrate  on those
systems that facilitate the measurement of student  progress and  accountability
in school  administration.  The  Company  offers  standard  integrated  software
systems plus, on a fee basis, offers customization services.

     Software   products   include  software  to  assist  educators  in  student
management, including such applications as grade reporting, attendance gathering
and  scheduling,  as  well  as  financial  management;  software  for  obtaining
information  about student  performance  and for  analyzing  and reporting  test
results and student  progress;  software to enable  users to easily  develop new
scanning  applications;  software  to assist  scanner  users  with data entry to
statistical   analysis  or  database   management  systems  and  other  software
applications  packages;  software  packages to  statistically  analyze survey or
assessment  data and produce a wide range of reports  designed to meet a variety
of reporting requirements; and software for health care administration.

Scannable Forms

     The Company  designs,  manufactures  and sells scannable  forms,  including
multiple-page booklets. A variety of custom forms are produced that are tailored
to  meet  specific   customer  needs.  In  addition,   standardized   forms  are
increasingly  used,  especially  with  microcomputer-based   scanners,  in  such
standard applications as testing, attendance,  scheduling and student evaluation
at the classroom level or customer  surveys or market research in the commercial
setting.

     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,  NCS has emphasized the use of its forms
with its equipment. The Company prints its forms to exacting specifications.

Data Collection Services

     NCS markets  data  collection  and data  processing  services to major test
publishers,  state  education  agencies,  the federal  government,  local school
districts  and  commercial  customers.  For these  customers,  NCS  develops and
executes projects including planning,  document design,  distribution logistics,
data collection, editing, analysis and final reporting.

     Examples of high volume processing  services include test scoring for major
test  publishers,  educational  assessment  testing  for states and  information
processing for various  agencies of the federal  government,  such as processing
student financial aid information for the U.S. Department of Education.  Optical
mark reading and image scanning technologies are utilized in the data collection
process for these customers.

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

     NCS  provides  specialized  survey  and  scannable  information  processing
services  to  selected  niches in the  commercial  marketplace.  In  addition to
scoring,  analyzing and reporting survey results,  the Company assists customers
in designing survey  instruments,  conducting  surveys and  interpreting  survey
results.

FINANCIAL SYSTEMS

     NCS  develops,   sells  and  supports  systems  for  asset  and  investment
management  reporting and  recordkeeping  for bank trust  departments  and other
organizations with trust powers.  Applications include personal trust, corporate
trust and private banking.  These systems utilize proprietary software developed
by NCS and  licensed  generally  for  periods of five years as well as  hardware
manufactured  by others.  Each system is designed to address the unique needs of
customers.  NCS supports these  installations  with customer  response  centers,
trust consultants, system conversion specialists and training staffs.

     For  corporate  trust  customers,  and more  recently  for  personal  trust
customers,   the  Company  offers  management  of  customer-owned   systems  and
traditional  time-sharing  from its service  bureau  facility.  For the personal
trust market,  the Company provides trust accounting  systems to small to medium
sized banks through its  Trustware-R-  Series 7 product line and to larger banks
through the Trustware  Series 11 product line.  Management of debt securities is
provided by the Company's BondMaster-R- software system or CertMaster-R-software
for complex debt instruments.  These offerings are enhanced with the addition of
an  optical  disk-based  system  for data  storage  and other  modular  software
offerings.

     NCS provides  software  support  service by periodically  issuing  software
program revisions to improve systems  performance and to accommodate  changes in
the tax law and other regulatory changes. The Company also periodically releases
new software applications which it licenses to its customers.

MARKETING

     NCS  markets  its  data  collection  hardware  and  software  and its  data
collection and computer  processing  services  directly  through sales employees
located throughout the United States, who direct their efforts to the education,
commercial,  government, or health care marketplaces. Outside the United States,
the  Company's  systems and  associated  products  and services are sold through
sales  employees,  distributors  or  independent  sales agents.  NCS markets its
financial systems and services through a separate staff of sales employees.  The
Company's published tests and test scoring services are marketed  principally in
the United  States  through  telemarketing,  direct mail,  professional  journal
advertising and professional  trade convention  attendance and elsewhere through
distributors.  Each  of  the  Company's  sales  organizations  is  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 may include labor, parts,  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  31,  1996,  1995  and  1994,  the  Company  spent,   including  certain
capitalized  software  development  costs,  approximately  $18.8 million,  $20.4
million and $20.8 million,  respectively. The expenditures relate principally to
software product  development  (primarily  focused on application  software) and
scanning software and equipment development.

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,
other than scanning equipment, is purchased from other manufacturers.

     Scannable   forms  are  produced  at  NCS'  printing  plants  in  Columbia,
Pennsylvania;  Owatonna, Minnesota; 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.  Optical scanning is only one of numerous data collection methods.  The
Company has attempted to develop  education,  government,  commercial and health
care markets where  scanning  technology  has  advantages  over other data entry
technologies.  NCS scanning  systems  incorporate  optical  scanning  equipment,
computer  hardware  and  proprietary  software  which are  marketed  and sold as
turn-key systems.

     In addition to the functional  competition  provided by alternative methods
of data capture,  including  on-line  terminal  keyboards and optical  character
readers,  other scanning  vendors supply products that compete with those of the
Company.

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

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

     NCS' financial  systems  compete with systems  developed by users,  service
bureaus  and other  direct  competitors  offering  asset  management  accounting
systems. The Company believes that it is one of the leading suppliers of systems
to bank trust departments.

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.  Included  among these  licenses are  agreements  with  publishers of
various copyrighted psychological,  aptitude and achievement tests 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.

     "Sentry", "Trustware",  "BondMaster",  "CertMaster",  "OpScan", "MicroCIMS"
and "NCS Accra"  appearing  herein are  trademarks or  registered  trademarks of
National Computer Systems, Inc.

EMPLOYEES

     As of February 29, 1996, the Company employed approximately 2,700 full-time
employees.  None  of  the  Company's  employees  are  subject  to  a  collective
bargaining  agreement,  and 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  29,  1996 are listed  below  along with their  business
experience during the past five years.

NAME                                  AGE            POSITION
---------------------------        --------          -------------------------

Russell A. Gullotti                    53            Chairman of the Board,
                                                     President and Chief 
                                                      Executive Officer
Robert C. Bowen                        54            Senior Vice President
Michael C. Brewer                      49            Vice President and General
                                                      Counsel
John W. Fenton, Jr.                    55            Secretary-Treasurer
Donald J. Gibson                       65            Senior Vice President
Clive Hay-Smith                        38            Vice President
Karen L. Howard                        53            Vice President
Richard L. Poss                        50            Senior Vice President
David W. Smith                         51            Vice President
Jeffrey W. Taylor                      42            Vice President and Chief
                                                      Financial Officer
Adrienne T. Tietz                      49            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
and Associate General Counsel of NCS from May, 1990 until May, 1992.

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

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

     Mr. Hay-Smith has been a Vice President of NCS since December,  1993. Prior
to that he was a sales and  distribution  executive  with Control Data  Systems,
Inc. (computer systems integrator) from March, 1989 to August, 1993.

     Ms. Howard has been a Vice President of NCS since February,  1996. Prior to
that she was a Principal of Gemini Consulting (management consulting) from July,
1994 to January,  1996 and before that, a human resources executive with Digital
Equipment Corporation for more than five years.

     Mr. Poss has been a Senior Vice President since  November,  1995 and a Vice
President of NCS 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
--------------------               -------       ----------------------------

Eden Prairie, MN                    52,000       Executive general offices

Mesa, AZ (1)                        40,000       Education software and services
                                                  general offices, sales and
                                                  marketing, product development
                                                  and support

Iowa City, IA                                    Assessment test processing
  Building 1 (1)                   168,000        and data processing services,
  Building 2 (1)                   112,000        general offices and operations

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

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

Edina, MN (1)                      101,000       Data Collection Systems
                                                  general offices, sales and
                                                  marketing; scanner software
                                                  development; and forms
                                                  general offices

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

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

Rotherham, South                    34,000       Forms design and production
Yorkshire England (1)

Huntsville, AL                      15,000       Financial systems software
                                                  development

Atlanta, GA                         16,000       Financial systems sales
                                                  offices with support and
                                                  training

Cambridge, MA                       33,000       Financial systems software
                                                  development, sales, support
                                                  and training offices

Wayne, PA                           27,000       Corporate trust general
                                                  offices and operations

--------------------------
(1)  Denotes NCS owned facility.    

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

<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

     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  31,  1996  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 Stockholders  for
the year ended January 31, 1996 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, 1996 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, 1996 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, 1996,  are  incorporated  herein by
reference:

     Consolidated Balance Sheets -- January 31, 1996 and 1995

     Consolidated Statements of Income -- Years ended January 31, 1996, 1995 and
1994

     Consolidated Statements  of Changes in  Stockholders' Equity -- Years ended
January 31, 1996, 1995 and 1994

     Consolidated Statements of Cash Flows -- Years ended January 31, 1996, 1995
and 1994

     Notes to Consolidated Financial Statements -- January 31, 1996

     Report of Independent Auditors dated March 3, 1996

     "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 23, 1996 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 23, 1996 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 23,
1996 is incorporated herein by reference.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During the year ended  January  31,  1996,  the Company  paid Dr.  David P.
Campbell,  a director of the Company,  $116,241 as  royalties  relating to tests
developed  by Dr.  Campbell  for which the  Company  has a  long-term  exclusive
license.

<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 Stockholders
for the year ended January 31, 1996, are incorporated by reference in Item 8:

         Consolidated Balance Sheets -- January 31, 1996 and 1995

         Consolidated Statements of Income -- Years ended January 31, 1996, 1995
         and 1994

         Consolidated  Statements  of Changes in  Stockholders'  Equity -- Years
         ended January 31, 1996, 1995 and 1994

         Consolidated  Statements of Cash Flows -- Years ended January 31, 1996,
         1995 and 1994

         Notes to Consolidated Financial Statements -- January 31, 1996

         Report of Independent Auditors dated March 3, 1996

     (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 to the  NCS Form 10-Q for the
                quarter ended  April 30, 1987.

     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  --  Amended  and Restated  Rights  Agreement dated as of March 4, 1996
                between NCS and Norwest Bank Minnesota, N.A. (including the form
                of  Right   Certificate  attached   as  Exhibit  B  thereto)  is
                incorporated herein by reference to Exhibit 1 to Amendment No. 2
                to Form 8-A/A dated March 13, 1996.

     4.3  --  Amended  and  Restated Credit  Agreement dated as of July 31, 1991
                between  NCS and  Norwest Bank,  National Association, The First
                National  Bank of Chicago  and First  Bank National Association,
                and as further amended  by the First Amendment  thereto dated as
                of  January 25,  1994, is  incorporated  herein by  reference to
                Exhibit 4C  to the Company's Form 10-K for the fiscal year ended
                January 31, 1994.

     4.4  --  Second Amendment  dated as  of July 22, 1994, Assignment Agreement
                dated  as June 1,  1995 and  the Third  Amendment dated July 24,
                1995  to the  Amended and restated Credit  Agreement dated as of
                July 31,1991 between NCS and Norwest Bank, National Association,
                The First National  Bank of  Chicago  and  First  Bank  National
                Association  and  as  further  amended  by  the  First Amendment
                thereto dated as of January 25, 1994.

     *10.1--  NCS  1982 Employee  Stock  Option Plan  is incorporated  herein by
                reference to Exhibit  28 to Form S-8  Registration Statement and
                Exhibit  28  to  Post  Effective  Amendment  No. 1  to  Form S-8
                Registration Statement No. 2-80386.

     *10.2--  NCS 1984  Employee  Stock  Option Plan  is incorporated  herein by
                reference  to  Exhibit 10  to  the Company's  Form 10-Q  for the
                quarter ended July 31, 1984.

     *10.3--  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.

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

     *10.5--  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.

     *10.6--  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.

     *10.7--  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.

     *10.8--  NCS 1992 Employee  Stock  Purchase  Plan is incorporated herein by
                reference  to  Exhibit  10I to the  Company's  Form 10-K for the
                fiscal year ended January 31, 1992.

     *10.9--  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.

     *10.10-- Agreement  dated  August  4,  1994  between  NCS  and  Russell  A.
                Gullotti, as amended August 8, 1994, is incorporated herein by
                reference to Exhibit 10(a) to the  Company's Form  10-Q for  the
                fiscal quarter ended October 31, 1994.

     *10.11-- 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.

     *10.12-- 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.

     *10.13-- NCS Corporate Management Incentive Plan -- 1995 is incorporated
                herein by reference  to Exhibit 10N  to the Company's  Form 10-K
                for the fiscal year ended January 31, 1995.

     *10.14-- NCS Corporate Management Incentive Plan -- 1996.

     11    -- Statement Re:  Computation of Earnings Per Share.

     13    -- Portions of NCS' Annual Report to Stockholders for the fiscal year
                ended January  31, 1996.

     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, 1996 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, 1996.

     (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: March 20, 1996                            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 DR. DAVID P. CAMPBELL *                Director
   ------------------------------------
   Dr. David P. Campbell

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

By JEAN B. KEFFELER *                     Director
   ------------------------------------
   Jean B. Keffeler

By CHARLES W. OSWALD *                    Director
   ------------------------------------
   Charles W. Oswald

By STEPHEN G. SHANK                       Director
   ------------------------------------
   Stephen G. Shank

By JOHN E. STEURI *                       Director
   ------------------------------------
   John E. Steuri

By JEFFREY E. STIEFLER *                  Director
   ------------------------------------
   Jeffrey E. Stiefler

By JOHN W. VESSEY *                       Director
   ------------------------------------
   John W. Vessey




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: March 20, 1996
   (ATTORNEY-IN-FACT)



<PAGE>




                                    FORM 10-K
                         NATIONAL COMPUTER SYSTEMS, INC.
                   FOR THE FISCAL YEAR ENDED JANUARY 31, 1996

                                  EXHIBIT INDEX



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

     4.4  Second Amendment dated as of July 22, 1994, Assignment Agreement dated
          as of June 1, 1995 and the Third  Amendment dated July 24, 1995 to the
          Amended  and  Restated  Credit  Agreement  dated as of July  31,  1991
          between NCS and Norwest Bank, National Association, The First National
          Bank of Chicago  and First Bank  National  Association  and as further
          amended by the First Amendment thereto dated as of January 25, 1994.

    10.14 NCS Corporate Management Incentive Plan -- 1996.

    11    Statement Re: Computation of Earnings per Share.

    13    Portions  of the Annual  Report to  Stockholders  for the fiscal  year
          ended January 31, 1996.

    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, 1996 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.