EXHIBIT 99

CAUTIONARY  STATEMENTS  FOR  PURPOSES  OF THE "SAFE  HARBOR"  PROVISIONS  OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT

National Computer Systems, Inc. (the "Company") desires to take advantage of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
and is filing this Exhibit to its Annual  Report on Form 10-K in order to do so.
When  used in this  Annual  Report on Form  10-K and in  future  filings  by the
Company with the Securities  and Exchange  Commission,  in the Company's  annual
report,  quarterly  reports and press releases and in oral  statements made with
the  approval of an  authorized  executive  officer,  the words or phases  `will
likely result',  `look for', `may result',  `will continue',  `is  anticipated',
`expectations',  `project',  `goals'  or similar  expressions  are  intended  to
identify  `forward-looking   statements'  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks and  uncertainties  that could cause actual  results to differ  materially
from  historical  earnings and those  presently  anticipated  or projected.  The
Company cautions readers not to place undue reliance on any such forward-looking
statements,  which  speak only as of the date made.  In  addition,  the  Company
cautions  readers that the following  important  factors,  among  others,  could
affect the Company's financial  performance and could cause the Company's actual
results  for  future  periods  to  differ  materially  from any  forward-looking
statements made by, or on behalf of, the Company:

         Difficulties   in  obtaining  and  retaining   sufficient   numbers  of
         adequately  skilled  technical   employees  to  fulfill  the  Company's
         internal   systems,    product   development   and   service   delivery
         requirements.

         Difficulties  or delays in the  development,  production,  testing  and
         marketing of the Company's products,  including,  but not limited to, a
         failure to ship new products and technologies when anticipated,  (e.g.,
         school  administrative   software  products  or  new  data  collections
         services and systems) or delays or failures of acquired  businesses  in
         meeting projected business cases.

         The effects of, and changes in,  trade,  monetary and fiscal  policies,
         laws  and  regulations,   other  activities  of  government   agencies,
         particularly  the  U.S.   Department  of  Education  and  local  taxing
         authorities which fund education, and similar organizations; changes in
         social  and  economic   conditions,   such  as  trade  restrictions  or
         prohibitions,  inflation  and monetary  fluctuations,  import and other
         charges or taxes; the ability or inability of the Company to obtain, or
         hedge   against,   foreign   currency,   foreign   exchange  rates  and
         fluctuations  in those rates;  unstable  governments and legal systems,
         and intergovernmental disputes.

         Occurrences  affecting  the slope or speed of the life cycle  curve for
         many of the  Company's  existing  products,  or affecting the Company's
         ability  to  reduce   product   and  other   costs,   and  to  increase
         productivity.   These  risks  are  enhanced  by  the  rapid  change  in
         technology  being  experienced  today  including,  but not  limited to,
         changes brought on by the Internet,  Internet-related  technologies and
         potential resulting disintermediation.

         Difficulties  in,  and  cost of,  obtaining  raw  materials,  supplies,
         electronic  components and any other items needed for the production of
         the Company's  scanning  devices,  scannable forms, and other products;
         and capacity constraints limiting the amounts of orders for these items
         causing effects on the Company's ability to ship its products.

         The costs  and other  effects  of legal  and  administrative  cases and
         proceedings;  claims of customers, both current and former; settlements
         and  investigations;  and  changes  in  those  items;  developments  or
         assertions by or against the Company relating to intellectual  property
         rights  and  licenses;  adoption  of new,  or  changes  in,  accounting
         policies  and  practices  and  the  application  of such  policies  and
         practices.

         The amount, and rate of growth in, the Company's  selling,  general and
         administrative expenses; and the impact of unusual items resulting from
         the  Company's  ongoing  evaluation of its business  strategies,  asset
         valuations and organizational structures.

The Company does NOT  undertake and  specifically  declines any  obligations  to
publicly  release  the  result  of  any  revisions  which  may  be  made  to any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.