SC TO-T

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   SCHEDULE TO
                  TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
           OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934


                         NATIONAL COMPUTER SYSTEMS, INC.
                       (Name of subject company (issuer))

                         PN ACQUISITION SUBSIDIARY INC.
                                   PEARSON PLC
                      (Names of filing persons (offerors))

                     COMMON STOCK, PAR VALUE $0.03 PER SHARE
            Including the Associated Preferred Stock Purchase Rights
                         (Title of Class of Securities)

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

                                    635519101
                      (CUSIP Number of Class of Securities)

                                 GARY RINCK, ESQ.
                                   PEARSON PLC
                              3 BURLINGTON GARDENS
                                 LONDON W1X 1LE
                         TELEPHONE: 44-20-7411-2000
   (Name, address and telephone number of person authorized to receive notices
                 and communications on behalf of filing persons)

                                   COPIES TO:

                             CHARLES E. ENGROS, ESQ.
                             STEVEN A. NAVARRO, ESQ.
                           MORGAN, LEWIS & BOCKIUS LLP
                                 101 PARK AVENUE
                            NEW YORK, NEW YORK 10178
                            TELEPHONE: (212) 309-6000

/X/ Check the box if the filing relates to preliminary communications made
    before the commencement of a tender offer.

/ / Check the appropriate boxes below to designate any transactions to which the
    statement relates:

    /X/ third-party tender offer subject to Rule 14d-1.
    / / issuer tender offer subject to Rule 13e-4.
    / / going-private transaction subject to Rule 13e-3.
    / / amendment to Schedule 13d under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /

EX-99.1

                  PRESS RELEASE FOR ISSUE IN THE UNITED STATES

                   NOT FOR RELEASE UNTIL MONDAY JULY 31, 2000

MONDAY 31 JULY, 2000

             PEARSON PLC TO ACQUIRE NATIONAL COMPUTER SYSTEMS, INC.

New York, New York - July 31, 2000 - Pearson plc announced today that it has
entered into a definitive merger agreement providing for the acquisition of
National Computer Systems, Inc. (NCS) for cash consideration of $73 per share.

Pearson believes that the combination of NCS with Pearson Education will create
a world leading integrated education company, with strong market positions in
curriculum, online learning, assessment, enterprise applications for US schools
and professional accreditation.

INFORMATION ON PEARSON EDUCATION

Pearson Education is one of the world's largest providers of curriculum
materials in print, electronic and online formats. Pearson Education was formed
in November 1998 through the acquisition of the Simon & Schuster education
business and its subsequent merger with Addison Wesley Longman (AWL). In 1999,
its first full year of operation, pro forma revenues of Pearson Education
increased by 10% to $2.7 billion, with operating profits of $411 million for
that year. In the six months ended June 30, 2000, Pearson Education increased
underlying revenues by 10% to $970.5 million and reduced seasonal first half
losses by 27% to $39 million.

In early September, Pearson will launch, its online Learning Network, which will
comprise four vertically integrated networks serving the K-12, Higher Education,
Professional Development and Lifelong Learning markets.

INFORMATION ON NCS

NCS was founded and began operation in Minnesota in 1962. NCS is a global
information services company providing software, services, systems, and
Internet-based technologies for the collection, management and interpretation of
data. NCS serves important segments of the education, testing, assessment and
complex data management markets. For nearly four decades, NCS has provided the
technology, experience and quality customer services essential for improving
customers' information systems.

Today, 75 per cent. of NCS' revenues come from the Education (primarily K-12)
market, and 25 per cent. comes from the Large-Scale Data Management (or
non-Education) market. NCS is the nation's largest single provider of student,
curriculum, instructional and financial management software for schools. NCS is
also the nation's largest commercial processor of student assessment tests for
K-12 schools and districts. This year NCS was one of four processors of the U.S.
2000 Census for the U.S. Census Bureau.

MANAGEMENT

On completion of the transaction, NCS will become part of Pearson Education,
with Peter Jovanovich continuing as CEO of the enlarged business. Russ Gullotti,
chairman, president and CEO of NCS announced earlier this year that, due to
health reasons, he planned to step down from his position by June 2001. Mr
Gullotti will play a key role in the integration of the two companies. A new CEO
of NCS, reporting to Peter Jovanovich, will be appointed in due course.

THE ACQUISITION

Pearson will commence a cash tender offer to purchase all of the outstanding
shares of NCS common stock no later than August 7, 2000. Pearson is funding the
tender offer by means of a partially underwritten rights issue intended to raise
L1.7 billion. The funds from the rights issue are expected to be available in
early September 2000, at which time the tender offer would expire, unless
extended pursuant to the merger agreement. The tender offer contains no
financing condition. The tender offer is conditional on the tender of a
sufficient number of shares to give Pearson ownership of at least a majority of
the fully diluted outstanding shares of NCS. Shares not tendered will be
converted in the merger into the right to receive the same $73 per share in
cash. The merger agreement contains customary closing conditions, including the
need to obtain regulatory approvals.

This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of NCS nor does it constitute an offer to sell any securities of
Pearson plc.

At the time the offer for the purchase of shares of NCS is commenced, Pearson
plc and a subsidiary of Pearson plc will file a tender offer statement with the
SEC and NCS will file a solicitation / recommendation statement with respect to
the offer.

Investors and security holders are strongly advised to read both the tender
offer statement and the solicitation / recommendation statement regarding the
tender offer referred to in this press release, when it becomes available,
because they will contain important information. The tender offer statement will
be filed by Pearson plc and a subsidiary of Pearson plc with the Securities and
Exchange Commission (SEC), and the solicitation / recommendation statement will
be filed by NCS with the SEC. Investors and security holders may obtain a free
copy of these statements (when available) and other documents filed by Pearson
plc and NCS at the SEC's site at www.sec.gov. The tender offer statement and
related materials may be obtained for free by directing such request to Pearson
plc Investor Relations. The solicitation / recommendation statement and such
other documents may be obtained by directing such request to NCS investor
relations.


                                       2

EX-99.2

                                                                    NEWS RELEASE

                                [GRAPHIC OMITTED]

CONTACT: Maggie Knack                                         (NASDAQ: NLCS)
         Director, Investor Relations
         952-829-3203
         mpknack@ncs.com


                        NCS TO BE ACQUIRED BY PEARSON PLC
               IN $2.5 BILLION MERGER; NCS SHAREHOLDERS TO RECEIVE
                               $73 CASH PER SHARE

         MINNEAPOLIS - JULY 31, 2000 - NATIONAL COMPUTER SYSTEMS, INC., (NCS)
(NASDAQ: NLCS) a Minneapolis-based global information services company, and
Pearson plc, a U.K.-based international media, publishing and education company,
announced today that the two companies have entered into a definitive agreement
under which NCS will be acquired by Pearson. The transaction is valued at about
$2.5 billion. Under the terms of the agreement, which have been approved by the
boards of directors of both companies, NCS shareholders will receive $73.00 per
share in cash for the Company's outstanding shares of common stock. NCS' stock
closed last Friday at $58.13.

         Pearson plc is an international media company with market leading
businesses in education, strategic business information, international
television production and consumer publishing, nearing $6 billion in revenue.
NCS will become part of Pearson Education, a $2.7 billion division of Pearson
plc, and the world's leading educational publisher, consisting of Addison Wesley
Longman, Simon & Schuster, and other well known publishing brands. Pearson
Education has leading positions in every major sector of educational publishing,
including elementary and secondary schools, higher education, professional
education, English Language Teaching (ELT), and educational technology, both in
the U.S. and internationally.

         Pearson will commence a cash tender offer to purchase all of the
outstanding shares of NCS common stock no later than August 7, 2000. Shares not
tendered will be converted in a merger into the right to receive the same $73.00
per share in cash. Completion of the transaction is subject to customary
conditions, including certain regulatory approvals. The companies expect the
transaction to be completed sometime in September 2000.

         "This proposed merger is wonderful news for NCS shareholders, customers
and employees," said Russ Gullotti, chairman, president and chief executive
officer of NCS. "The merger of NCS and Pearson plc is an outstanding strategic
and cultural fit. Both companies have a strong presence in the education market,
and the core products and skills of the two businesses are remarkably
complementary, but without direct overlap. The acquisition of NCS by Pearson
allows for the kind of presence needed for both of us to continue our strong
growth and maintain our market leadership positions.

         Also commenting on today's announcement, Marjorie Scardino, chief
executive officer of Pearson plc, said "NCS is a superb company in its own right
with a record of delivering consistently high levels of innovation and growth.
Together, we can transform our business into one that can reach further and grow
faster. We will lead in content, technology and testing, the three factors that
are driving the education revolution around the world."

         Ms. Scardino continued, "Together, we can create the `intelligent
classroom,' where teaching is customized so that each child learns in his own
way, at his own speed, with constant assessment, feedback and help. Together, we
can take the next great leap in education - adding applications and testing to
curriculum and changing the way we teach and learn."

ABOUT NCS

        NCS was founded and began operation in Minnesota in 1962. The Company is
a global information services company providing software, services, systems, and
Internet-based technologies for the collection, management and interpretation of
data. NCS serves important segments of the education, testing, assessment and
complex data management markets. For nearly four decades, NCS has provided the
technology, experience and quality customer services essential for improving
customers' information systems.




        Today, 75 percent of NCS' revenues come from the Education (primarily
K-12) market, and 25 percent comes from the Large-Scale Data Management (or
non-Education) market. NCS is the nation's largest single provider of student,
curriculum, instructional and financial management software for schools. NCS is
also the nation's largest commercial processor of student assessment tests for
K-12 schools and districts. This year NCS was one of four processors of the U.S.
2000 Census for the U.S. Census Bureau.

         Headquartered in Minneapolis (Eden Prairie), NCS has nearly 5,000
employees at 30 locations serving customers worldwide. The Company's web site
address is www.ncs.com.

                                      # # #

Shareholders are advised to read the tender offer statement regarding the
acquisition of NCS referenced in this press release, which will be filed by
Pearson plc and PN Acquisition Subsidiary Inc. with the U.S. Securities and
Exchange Commission, and the related solicitation/recommendation statement,
which will be filed by NCS with the Commission. The tender offer statement
(including an offer to purchase, letter of transmittal and related tender offer
documents) and the solicitation/recommendation statement will contain important
information that should be read carefully before any decision is made with
respect to the offer. These documents will be made available to all shareholders
of NCS, at no expense to them, by contacting the information agent, Georgeson
Shareholder Communications Inc. collect at (800) 223-2064. These documents also
will be available at no charge at the SEC's web site at WWW.SEC.GOV.

Any statements made about the Company's anticipated financial results or other
forward-looking statements are subject to risks and uncertainties such as those
described in Exhibit 99 to the Company's Annual Report on Form 10-K for the year
ended January 29, 2000. NCS' actual results may differ materially from
anticipated results.



                                       2



July 31, 2000

DEAR EVERYONE AT NCS,

Greetings on behalf of everyone at Pearson. This is a wonderful day for us, and
we hope you'll agree it's at least that good for NCS too. I have a habit of
writing everyone in Pearson an e-mail any time we have something going on that I
want them to hear straight from me rather than read it in the newspaper. This is
certainly news I'm thrilled to be able to tell.

As you will have heard from Russ, we have agreed with your board of directors to
merge NCS with Pearson Education, giving each of your shareholders $73 a share
for his or her interest in NCS. This is at a big premium to the market price of
NCS shares because we all see that together we can make a more exciting, able
and valuable company than either of us could ever do alone.

In fact, there are going to be so many ideas springing up for our joint company,
it's going to be hard not to address them, and even harder not to get going
making them a reality. But we have a little time and a lot of work to go until
the merger can be completed. Regulatory bodies have to agree. NCS's
shareholders, a group which includes all of you, need to agree. You'll have a
lot of questions in that period, some of which we will want very much to answer
but won't be able to. Please bear with us and keep on thinking about the
possibilities, not the problems. During this time I know you'll be hearing from
Peter Jovanovich, who heads Pearson Education, and I hope you get a chance to
get to know him. He's a talented, committed and thoroughly wonderful colleague.

Although it was utterly clear from the beginning of our meetings with NCS that
our businesses fit together beautifully, the best surprise of getting acquainted
was that we are also cultural matches. You may be tempted to think that we're a
giant, European media company without much resemblance to you. But you'd be
wrong.

More than half of Pearson's 23,000 people work in the United States. Even some
of us who have migrated across the ocean have spent a fair amount of time in the
U.S. (I'm a Texan, and don't you forget it.) We try hard in Pearson to
communicate with each other as much as we can. We believe everyone in the
company should be a shareholder, and we have a number of plans to get us there,
including a company-wide annual bonus plan for everyone who works in Pearson.
And we don't do well with people who can't laugh at themselves or people who
think they're more important than their neighbor. And though we don't always get
all this right, our aim is to be the best place in the world to work.

So I hope you'll recognize something of NCS in us, and something of the great
promise of our two companies in the material you'll ultimately see about our
combination. We can't tell how long the waiting process will take, but I hope
you will join us in having enough enthusiasm for the possibility that you can
keep focused on what we can achieve together.

I look forward to meeting every single one of you sooner or later. I may not
accomplish that very soon, but I'll give it a try. My usual practice in these
e-mails is to give my e-mail address so that I can answer (or get someone's help
answering) any questions you have. In this case, I know you must have a million
questions, so for those serious questions, write RGULLOTTI@NCS.COM. If you just
want to say something nice or funny, write me at MARJORIE.SCARDINO@PEARSON.COM.

All the very best,

Marjorie

National Computer Systems, Inc. (NCS) shareholders are advised to read the
tender offer statement regarding the acquisition of NCS, referenced in this
employee announcement, which will be filed by Pearson plc and PN Acquisition
Subsidiary Inc. with the U.S. Securities and Exchange Commission, and the
related solicitation/recommendation statement, which will be filed by NCS with
the Commission. The tender offer statement (including an offer to purchase,
letter of transmittal and related tender offer documents) and the
solicitation/recommendation statement will contain important information that
should be read carefully before any decision is made with respect to the offer.
These documents will be made available to all shareholders of NCS, at no
expense to them, by calling the information agent, Georgeson Shareholder
Communications Inc. collect at (800) 223-2064. These documents also will be
available at no charge at the SEC's website at
www.sec.gov ((http://www.sec.gov))