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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HURD MARK V

(Last)

(First)

(Middle)

1616 STAFFORD SPRINGS PLACE

(Street)

CENTERVILLE

45458

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NCR CORP [ NCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/30/2005		D		114,343⁽¹⁾	D	⁽¹⁾	100,665	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$12.7225	03/30/2005		D⁽²⁾			75,000	⁽²⁾	07/28/2012	Common Stock	75,000	$0⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$12.7225	03/30/2005		A⁽²⁾		50,000		⁽²⁾	06/28/2005	Common Stock	50,000	$0⁽³⁾	50,000	D
Employee Stock Option (Right to Buy)	$13.785	03/30/2005		D⁽²⁾			100,000	⁽²⁾	09/08/2012	Common Stock	100,000	$0⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$13.785	03/30/2005		A⁽²⁾		66,666		⁽²⁾	06/28/2005	Common Stock	66,666	$0⁽³⁾	66,666	D
Employee Stock Option (Right to Buy)	$9.675	03/30/2005		D⁽²⁾			55,000	⁽²⁾	02/02/2013	Common Stock	55,000	$0⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$9.675	03/30/2005		A⁽²⁾		36,666		⁽²⁾	06/28/2005	Common Stock	36,666	$0⁽³⁾	36,666	D
Employee Stock Option (Right to Buy)	$9.1275	03/30/2005		D⁽²⁾			100,000	⁽²⁾	03/13/2013	Common Stock	100,000	$0⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$9.1275	03/30/2005		A⁽²⁾		66,666		⁽²⁾	06/28/2005	Common Stock	66,666	$0⁽³⁾	66,666	D
Employee Stock Option (Right to Buy)	$13.67	03/30/2005		D⁽²⁾			55,000	⁽²⁾	08/03/2013	Common Stock	55,000	$0⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$13.67	03/30/2005		A⁽²⁾		18,332		⁽²⁾	06/28/2005	Common Stock	18,332	$0⁽³⁾	18,332	D
Employee Stock Option (Right to Buy)	$22.65	03/30/2005		D⁽²⁾			200,562	⁽²⁾	02/28/2014	Common Stock	200,562	$0⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$22.65	03/30/2005		A⁽²⁾		66,854		⁽²⁾	06/28/2005	Common Stock	66,854	$0⁽³⁾	66,854	D
Employee Stock Option (Right to Buy)	$38.97	03/30/2005		D⁽⁴⁾			184,094	⁽⁴⁾	⁽⁴⁾	Common Stock	184,094	$0⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$25.8125	03/30/2005		D⁽²⁾			70,000	⁽²⁾	07/14/2009	Common Stock	70,000	$0⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$25.8125	03/30/2005		A⁽²⁾		70,000		⁽²⁾	06/28/2005	Common Stock	70,000	$0⁽³⁾	70,000	D
Employee Stock Option (Right to Buy)	$19.4351	03/30/2005		D⁽²⁾			150,000	⁽²⁾	02/02/2010	Common Stock	150,000	$0⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$19.4351	03/30/2005		A⁽²⁾		150,000		⁽²⁾	06/28/2005	Common Stock	150,000	$0⁽³⁾	150,000	D
Employee Stock Option (Right to Buy)	$19.5469	03/30/2005		D⁽²⁾			100,000	⁽²⁾	09/06/2010	Common Stock	100,000	$0⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$19.5469	03/30/2005		A⁽²⁾		100,000		⁽²⁾	06/28/2005	Common Stock	100,000	$0⁽³⁾	100,000	D
Employee Stock Option (Right to Buy)	$22.2344	03/30/2005		D⁽²⁾			150,000	⁽²⁾	01/25/2011	Common Stock	150,000	$0⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$22.2344	03/30/2005		A⁽²⁾		150,000		⁽²⁾	06/28/2005	Common Stock	150,000	$0⁽³⁾	150,000	D
Employee Stock Option (Right to Buy)	$20.595	03/30/2005		D⁽²⁾			75,000	⁽²⁾	01/23/2012	Common Stock	75,000	$0⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$20.595	03/30/2005		A		75,000		⁽²⁾	06/28/2005	Common Stock	75,000	$0⁽³⁾	75,000	D

Explanation of Responses:

1. These unvested shares of restricted stock were forfeited by the reporting person upon his resignation from the Company.

2. Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement options. The option originally expired 59 days after the termination of grantee's employment. This provision was amended so that the vested portion of the stock options remain exercisable for 90 days following the termination of grantee's employment.

3. The options were granted under the NCR Management Stock Plan.

4. The entire amount of this unvested stock option was forfeited following the termination of grantee's employment.

	Nelson F. Greene, Attorney-in-fact for Mark V. Hurd	04/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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