SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Amendment No. 3
                                       on
                                   FORM 8-A/A


                For Registration of Certain Classes of Securities
                    Pursuant to Section 12(b) or 12(g) of the
                         Securities Exchange Act of 1934


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


              Minnesota                                 41-0850527
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


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

If this Form relates to the  registration  of a class of debt  securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. ?

If this Form relates to the registration of a class of debt securities and is to
become  effective   simultaneously   with  the  effectiveness  of  a  concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box. ?


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                              Name of each exchange on which
to be so registered                              each class is to be registered

       None                                                  None

Securities to be registered pursuant to Section 12(g) of the Act:

            Rights to Purchase Series A Participating Preferred Stock
                                (Title of class)







Item 1. Description of Registrant's Securities to be Registered.

                  The response to Item 1 of the  Registration  Statement on Form
8-A of National Computer Systems, Inc. (the "Company"),  dated June 24, 1987, as
amended by Amendment No. 1 thereto dated  September 8, 1989, and Amendment No. 2
thereto dated March 13, 1996, is hereby further  amended by adding the following
paragraphs and the attached exhibit.

                  On December 8, 1998,  the Company  amended the Second  Amended
and Restated Rights Agreement ("Rights Agreement"), a copy of which amendment is
attached hereto as Exhibit 1 (the  "Amendment").  Capitalized  terms used in the
summary have the meanings given to them in the Amendment.

                  Section 7(a) of the Rights Agreement was amended to change the
Final Expiration Date to December 31, 2008.

                  Section 7(b) of the Rights Agreement was amended to change the
exercise price to $160.00 per share.

                  Section  11(a) of the Rights  Agreement  was amended to better
accommodate past and future stock splits.

                  Section 23 of the Rights  Agreement  was amended to change the
redemption price to $.001 per share.

                  Exhibit A of the Agreement was amended to reflect a past stock
split.

                  The foregoing description of the Amendment does not purport to
be complete and is  qualified  in its  entirety by  reference to the  Amendment,
which is incorporated herein by reference.


Item 2. Exhibits.

        1.    Amendment No. 1 to Second  Amended and Restated  Rights  Agreement
              between the Company and Norwest Bank Minnesota, N.A.



                                    Signature

                  Pursuant to the  requirements  of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.


Dated: December 14, 1998

                                                NATIONAL COMPUTER SYSTEMS, INC.



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






                                INDEX TO EXHIBITS

Exhibits

        1.    Amendment No. 1 to Second  Amended and Restated  Rights  Agreement
              between the Company and Norwest Bank Minnesota, N.A.