SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
National Research Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
637372 10 3
(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP No. 637372 10 3
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Hays
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF
4,847,910
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
EACH
7 SOLE DISPOSITIVE POWER
REPORTING
4,847,910
PERSON
WITH
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,847,910
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
66.4%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Item 1(a). Name of Issuer:
National Research Corporation
Item 1(b). Address of Issuer's Principal Executive
Offices:
1033 "O" Street
Lincoln, Nebraska 68508
Item 2(a). Name of Person Filing:
Michael D. Hays
Item 2(b). Address of Principal Business Office or, if
none, Residence:
1033 "O" Street
Lincoln, Nebraska 68508
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $.001 par value
Item 2(e). CUSIP Number:
637372 10 3
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check
whether the person filing is a:
Not Applicable
Item 4. Ownership (as of December 31, 1997).
(a) Amount Beneficially Owned: 4,847,910
shares.
(b) Percent of Class: 66.4%
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct the
vote
4,847,910 shares
(ii) shared power to vote or to direct the
vote
- 0 -
(iii)sole power to dispose or to
direct the disposition of
4,847,910 shares
(iv) shared power to dispose or to direct
the disposition of
- 0 -
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
Not Applicable
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of
the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
1/21/98
Date
/s/ Michael D. Hays
Signature
Michael D. Hays
Name
