EXHIBIT 10


            Resignation Arrangements with Norman A. Cocke III


          On May 15, 1994, Norman A. Cocke ("Cocke") resigned as
Senior Vice President and Chief Financial Officer of National
Computer Systems, Inc. (the "Company") and terminated employment
with the Company.  In connection with Cocke's resignation, the
Company agreed to, (a) pay Cocke $15,000 per month for a period
of 12 months from the date of resignation, (b) reimburse Cocke
for costs of medical and life insurance benefits similar to
coverage provided by the Company to Cocke as an employee for a
period of 12 months from the date of resignation, and (c)
reimburse Cocke for certain expenses, including out-placement
services.  In consideration for such payments and benefits, Cocke
agreed not to institute any claims of any nature against the
Company arising out of his employment with or separation from the
Company.