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): July 1, 1997


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


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


11000 Prairie Lakes Drive, Minneapolis, Minnesota                 55344
    (Address of principal executive offices)                    (Zip Code)



    Registrant's telephone number, including area code:     (612) 829-3000

                                 Not Applicable
         (Former name or former address, if changed since last report.)




Item 2.  Acquisition or Disposition of Assets

           Effective  June 30,  1997,  National  Computer  Systems,  Inc.  ("the
Company")  acquired  all of the assets of the  McGraw-Hill  School  Systems  and
McGraw-Hill/London House divisions of The McGraw-Hill Companies  ("McGraw-Hill")
for  $29,450,000.  The  purchase  price  was  arrived  at  through  arms  length
negotiations  between  McGraw-Hill  and  the  Company.  There  are  no  material
relationships between McGraw-Hill and the Company or any of its affiliates,  any
director  or officer of the  Company or any  associate  of any such  director or
officer. The purchase amount was paid from cash on hand.

           McGraw-Hill   School  Systems  is  a  leading   supplier  of  student
information management software to the K-12 market.  McGraw-Hill/London House is
a  leading  supplier  of  pre-employment  and  employee  assessment  systems  to
business, industry and government.  Fiscal 1996 revenues of these two businesses
were approximately $25 million.






                                   Signature

              Pursuant  to the  requirements  of  Section  12 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.


Dated:   July 2, 1997

                                    NATIONAL COMPUTER SYSTEMS, INC.



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