Edgar Filing: NCR CORP

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WALLACE CHRISTINE W

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior V.P., Human Resources

(Last)

(First)

(Middle)

1700 S. PATTERSON BOULEVARD

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2005

(Street)

DAYTON, OH 45479

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	03/08/2005		M		10,000	A	$ 17.375	29,589.4381	D
Common Stock	03/08/2005		M		2,500	A	$ 9.675	32,089.4381	D
Common Stock	03/08/2005		S		7,551	D	$ 38.255	24,684.3466 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 17.375 ⁽²⁾

03/08/2005

10,000 ⁽³⁾

⁽⁴⁾

09/17/2009

Common Stock

30,000 ⁽³⁾

$ 0

20,000

Employee Stock Option (Right to Buy)

$ 9.675 ⁽⁵⁾

03/08/2005

2,500 ⁽⁶⁾

⁽⁷⁾

02/03/2013

Common Stock

5,000 ⁽⁶⁾

$ 0

2,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WALLACE CHRISTINE W 1700 S. PATTERSON BOULEVARD DAYTON, OH 45479			Senior V.P., Human Resources

Signatures

Nelson F. Greene, Attorney-in-fact for Christine W. Wallace		03/10/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 145.908584 shares acquired under the NCR Employee Stock Purchase Plan in February and March 2005.
(2)	Previously reported price was $34.75. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $34.75 split to $17.3750
(3)	Previously reported number of securities was 15,000. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the reported number of securities of 15,000 increased to 30,000, 10,000 of which are being exercised.
(4)	The option vests in 3 equal annual installments beginning on 09/17/2000.
(5)	Previously reported price was $19.35. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $19.35 split to $9.6750.
(6)	Previously reported number of securities was 3,750. On February 6, 2004, 1,250 of these securities were exercised, with 2,500 remaining. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the reported number of securities of 2,500 increased to 5,000, 2,500 of which are being exercised.
(7)	The option vests in 3 equal annual installments beginning on 02/03/2004.

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