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, 1997                                       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 April 10, 1997.
                          Common Shares, $.03 par value -- $314,968,000

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of April 10, 1997.
                          Common Shares, $.03 par value - 15,498,634 shares


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual  Report to  Stockholders  for the year ended  January 31,
1997 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 22, 1997 are  incorporated by reference into Part
III.


<PAGE>


                                     PART I

ITEM 1.  BUSINESS

National Computer Systems, Inc. ("NCS" or the "Company") is a global information
services company which provides quality software and systems for the collection,
management and  interpretation of data. This includes  capturing and aggregating
data; creating a database or datastream; processing the data using software; and
analyzing, interpreting and reporting results.

NCS services  include data  processing,  analysis,  data  management,  reporting
services,  networking,  hardware maintenance and other 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
targeted markets.

NCS markets its mission  critical  data  collection,  management  and  reporting
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  and  management  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,  processing  and
reporting  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  and  human   resource
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 operates in a single business segment. See Note 3 - Discontinued  Operations
and  Special  Charges  of  Notes  to  Consolidated   Financial   Statements  for
information  related to the Company's sale of its Financial  Systems  segment on
July  10,  1996  and  Note  10  -  Business  Segment  Information  of  Notes  to
Consolidated  Financial  Statements for business  segment data,  which financial
statements are included in the Annual Report to Stockholders for the fiscal year
ended January 31, 1997, and incorporated herein by reference.

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


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
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 and, on a fee basis, 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;  software for intelligent character recognition (ICR)
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 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.

Information 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.

MARKETING

     NCS  markets  its  data  collection  hardware  and  software  and its  data
collection and computer  processing  services  directly through sales employees,
business  partners and original  equipment  manufacturers  and resellers located
throughout  the United  States,  who  direct  their  efforts  to the  education,
commercial, government, or health care market-places. Outside the United States,
the  Company's  systems and  associated  products  and services are sold through
sales  employees,  distributors  or  independent  sales  agents.  The  Company's
published  tests and test scoring  services are  marketed  principally  in North
America 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,  1997,  1996  and  1995,  the  Company  spent,   including  certain
capitalized software development costs, approximately $9.9 million, $8.8 million
and $11.6 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
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 and imaging are only two of numerous data collection
methods.  The  Company  continues  to focus  on the  development  of  education,
government,  commercial  and health care markets where  scanning  technology has
advantages over other data entry technologies.  NCS scanning systems incorporate
optical scanning  equipment,  and can include computer  hardware and proprietary
software, all of which are marketed 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.

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.

     "OpScan", "CIMS", "SASI", "NCS" and "5000i" appearing herein are trademarks
or registered trademarks of National Computer Systems, Inc.

EMPLOYEES

     As of February 28, 1997, 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  28,  1997 are listed  below  along with their  business
experience during the past five years.

NAME                                  AGE        POSITION
------------------------           --------      ----------------------------
Russell A. Gullotti                   54         Chairman of the Board,
                                                 President and Chief Executive
                                                  Officer
Robert C. Bowen                       55         Senior Vice President
Michael C. Brewer                     50         Vice President and General
                                                  Counsel
John W. Fenton, Jr.                   56         Secretary-Treasurer
Clive M. Hay-Smith                    39         Vice President
Michael A. Morache                    46         Vice President
Richard L. Poss                       51         Senior Vice President
David W. Smith                        52         Vice President
Jeffrey W. Taylor                     43         Vice President and Chief
                                                  Financial Officer
Adrienne T. Tietz                     50         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. 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.

     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 and before that, a Senior Vice President with
ALLTEL  Information   Services,   Inc.   (information   processing   management,
outsourcing services and application software) 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            45,000            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 and test processing
  Building 1 (1)           168,000             and data processing services,
  Building 2 (1)           112,000             general offices and operations

Lawrence, KS                                  Data processing services,
  Building 1                27,000             general offices and operations
  Building 2                12,000

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

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)

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

(1)  Denotes NCS owned facility.


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


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,  1997  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, 1997 is incorporated herein by reference.

      On January 21, 1997,  NCS issued  $7,000,000 of  subordinated  convertible
debentures (the "Debentures") in a transaction that was not registered under the
Securities Act of 1933, as amended (the  "Securities  Act"). The Debentures were
issued  to  certain  former  shareholders  of Macro  Educational  Systems,  Inc.
("Macro")  pursuant to a Purchase and Sale Agreement dated January 21, 1997 (the
"Acquisition  Agreement")  among  NCS  and the  former  shareholders  of  Macro,
providing  for the  acquisition  of all of the issued shares of capital stock of
Macro by NCS. The Debentures are convertible  into shares of Common Stock of NCS
at a conversion rate of $24.00 per share, and,  accordingly,  a total of 291,666
shares of NCS Common  Stock may be issued  upon  conversion  of the  Debentures.
Pursuant to the  Acquisition  Agreement and  contingent  upon the Macro business
unit  exceeding  certain  pre-tax income level targets over the next five years,
NCS agreed to issue up to an additional  $3,500,000 of convertible  subordinated
debentures  (the  "Contingent  Debentures")  to certain former  shareholders  of
Macro. The Contingent  Debentures,  if issued, would have substantially the same
terms as the Debentures  and would be  convertible  into up to 145,833 shares of
Common Stock. In addition,  NCS agreed to make cash payments of up to $2,500,000
to  certain  former  Macro  shareholders  over the next five  years in the event
certain  Macro  business  unit pre-tax  income level  targets are  exceeded.  No
underwriter or placement agent was involved in the transaction  described above,
and NCS  did  not  receive  any  cash  consideration  for  the  Debentures,  the
Contingent  Debentures or the contingent  cash payments  (which were all part of
the purchase price paid by NCS for Macro.) All securities were or will be issued
by NCS to the former Macro shareholders in transactions  exempt pursuant to Rule
506 under the Securities Act.

ITEM 6.       SELECTED FINANCIAL DATA

     "Five Year Financial  Data"  included in the Annual Report to  Stockholders
for the year ended January 31, 1997 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, 1997 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, 1997,  are  incorporated  herein by
reference:

     Consolidated Balance Sheets -- January 31, 1997 and 1996

     Consolidated Statements of Income -- Years ended January 31, 1997, 1996 and
          1995

     Consolidated  Statements of Changes in Stockholders'  Equity -- Years ended
          January 31, 1997, 1996 and 1995

     Consolidated Statements of Cash Flows -- Years ended January 31, 1997, 1996
          and 1995

     Notes to Consolidated Financial Statements -- January 31, 1997

     Report of Independent Auditors dated March 2, 1997

     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 22, 1997 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" sections included in the
Company's  definitive  proxy statement for the Annual Meeting of Stockholders to
be held on May 22, 1997 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 22,
1997 is incorporated herein by reference.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.


                                     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, 1997,  are
             incorporated by reference in Item 8:

                      Consolidated Balance Sheets -- January 31, 1997 and 1996

                      Consolidated Statements of Income -- Years ended January
                         31, 1997, 1996 and 1995

                      Consolidated Statements of Changes in Stockholders' 
                         Equity --Years ended January 31, 1997, 1996 and 1995

                     Consolidated Statements of Cash Flows -- Years ended 
                         January 31, 1997, 1996 and 1995

                      Notes to Consolidated Financial Statements -- January 31,
                         1997

                      Report of Independent Auditors dated March 2, 1997

     (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,  National  Association
             (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 Minnesota,  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 Minnesota,  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  4.4 to the  Company's  Form 10-K for the fiscal year ended
             January 31, 1996.


     *10.1   Change of Control  Agreement  dated April 15, 1996,  by and between
             NCS  and  certain  executives  of NCS  is  incorporated  herein  by
             reference to Exhibit 10.2 to the Company's Form 10-Q for the fiscal
             quarter ended April 30, 1996.

     *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  Amended and Restated Severance Agreement dated May 23, 1996, by and
             between  NCS and  Russell A.  Gullotti  is  incorporated  herein by
             reference to Exhibit 10.1 to the Company's Form 10-Q for the fiscal
             quarter ended April 30, 1996.

     *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 1997 Long-Term Incentive Plan.

     *10.14  NCS 1997 Employee Stock Option Plan.

     *10.15  NCS Corporate  Management  Incentive  Plan -- 1996 is  incorporated
             herein by reference to Exhibit 10.14 to the Company's Form 10-K for
             the fiscal year ended January 31, 1996.

     *10.16  NCS Corporate Management Incentive Plan -- 1997.

     11      Statement Re: Computation of Earnings Per Share.

     13      Portions of NCS' Annual Report to Stockholders  for the fiscal year
             ended January 31, 1997.

     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,  1997 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, 1997.

     (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 23, 1997                           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  DAVID C. COX *                        Director
    ----------------------
    David C. Cox

By  MOSES JOSEPH*                         Director
    ----------------------
    Moses Joseph

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: April 23, 1997
    J. W. Fenton, Jr.
   (ATTORNEY-IN-FACT)



<PAGE>




                                    FORM 10-K
                         NATIONAL COMPUTER SYSTEMS, INC.
                   FOR THE FISCAL YEAR ENDED JANUARY 31, 1997

                                  EXHIBIT INDEX



 EXHIBIT
-------------
     10.13     NCS 1997 Long-Term Incentive Plan.

     10.14     NCS 1997 Employee Stock Option Plan.

     10.16     NCS Corporate Management Incentive Plan -- 1997.

     11        Statement Re: Computation of Earnings per Share.

     13        Portions of NCS' Report to Stockholders for the fiscal year ended
               January 31, 1997.

     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, 1997 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.