EXHIBIT 13


Report of Independent Auditors


We have  audited  the  accompanying  consolidated  balance  sheets  of  National
Computer Systems, Inc. and subsidiaries as of January 31, 1999 and 1998, and the
related consolidated  statements of income,  changes in stockholders' equity and
cash flows for each of the three years in the period  ended  January  31,  1999.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated financial position of National Computer
Systems,   Inc.  and  subsidiaries  at  January  31,  1999  and  1998,  and  the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended January 31, 1999, in conformity  with  generally
accepted accounting principles.


/s/Ernst & Young LLP


Minneapolis, Minnesota

March 1, 1999