8-K

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                            FORM 8-K

                         CURRENT REPORT

               Pursuant to Section 13 or 15(d) of
               The Securities Exchange Act of 1934





Date of Report (Date of earliest event reported): January 3, 1994




                 NATIONAL COMPUTER SYSTEMS, INC.
       (Exact name of issuer as specified in its charter)


        Minnesota                0-3713         41-0850527
(State or other jurisdiction)  (Commission   (I.R.S.Employer
     of incorporation          File Number)  Identification No.)


11000 Prairie Lakes Drive                     612/829-3000
P.O. Box 9365                                (Telephone number,
Minneapolis, MN 55440                        including area code)
(Address of principal executive
offices and zip code)





Item 5.  Other Events

Reference is made to Exhibit 99 hereto.






Item 7.  Financial Statements, Pro Forma Financial Information    
         and Exhibits

     (c) - Exhibits

           Exhibit 99 - National Computer Systems, Inc.
                        News Release dated January 3, 1994












SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, hereunto duly authorized.

                                 NATIONAL COMPUTER SYSTEMS, INC.
Date:  January 5, 1994


                                 By:  /s/ J. W. Fenton, Jr.
                                      J. W. Fenton, Jr.
                                      Secretary/Treasurer

EX-99

                                            EXHIBIT 99

                     NEWS RELEASE

Contact:   Robert Kleiber                   (NASDAQ:  NLCS)
           612/829-3116                     For Immediate Release


             NATIONAL COMPUTER SYSTEMS

          TO TAKE FOURTH QUARTER CHARGE

    FOR PRODUCT DISCONTINUANCE, RESTRUCTURING



MINNEAPOLIS, MINNESOTA...January 3, 1994...National Computer
Systems, Inc. (NCS) announced today that it will take a pretax
charge in its fiscal fourth quarter of approximately $25 million
as a result of terminating its Ultrust trust accounting software
product and restructuring its Financial Systems and Education
administrative software businesses.  Approximately $23 million of
the total charge is tied to the discontinuance of the Ultrust
product and related costs including personnel reductions.  The
remaining $2 million of the charge is for restructuring the
administrative software segment of the Education business
including the closing of the Salt Lake City software development
operation and the consolidation of product development activities
into facilities in Mesa, Arizona.


NCS CEO Charles W. Oswald commented "The decision to terminate
the Ultrust product is based on our analysis of the market's
requirements for a software product of this scope.  It has become
apparent that Ultrust could not provide the level of customized
functionality that customers in this segment of the market
demand.  In addition, rapid changes in technology in the largest
U.S and international banks, including a shift to client/server
architecture, would limit the potential for Ultrust going
forward.   The elimination of the operating losses attributable
to the Ultrust product in fiscal 1994 should dramatically improve
the financial performance of the Financial Systems business."

Mr. Oswald continued "The decision to restructure the
administrative software segment of our Education business
resulted from a comprehensive study of the market, our products,
and our sales, support, and product development methodologies. 
We believe that the consolidation of development operations, a
product-focused sales effort and the release of our new
classroom-based MicroCIMS product should have a significant
positive impact on the operating performance of this critical
segment of our Education business in fiscal 1994."

                           # # #