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 * TAYLOR KEITH A   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 Vice President (Last) (First) (Middle) 1700 S. PATTERSON BOULEVARD 3. Date of Earliest Transaction (Month/Day/Year) 05/10/2005 (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) Code V Amount (A) or (D) Price Common Stock 05/10/2005   M   50,482 A $ 19.45 87,055.1088 D   Common Stock 05/10/2005   S   45,482 D $ 35 42,174.1277 (1) D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 19.45 (2)

05/10/2005

M

50,482 (3)

(4)

02/03/2010

Common Stock

70,000 (3)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TAYLOR KEITH A 1700 S. PATTERSON BOULEVARD DAYTON, OH 45479			Senior Vice President

Signatures

Nelson F. Greene, Attorney-in-fact for Keith A. Taylor		05/12/2005
**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 601.01895 shares purchased under the NCR Employee Stock Purchase Plan during February, March, April, and May 2005.
(2)	Previously reported price was $38.91. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $38.91 split to $19.45.
(3)	Previously reported number of underlying securities was 35,000. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported number of underlying securities of 35,000 increased to 70,000, of which 50,482 are being exercised. 9,334 shares of this grant were exercised 2/5/2005 and 10,184 shares of this grant were exercised 2/24/2005.
(4)	The option vested in 3 equal annual installments beginning on 2/3/2001.

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