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^*

TAYLOR KEITH A

(Last)

(First)

(Middle)

1700 S. PATTERSON BOULEVARD

(Street)

DAYTON

45479

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2005

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	02/04/2005		M		9,334	A	$19.4531	30,057.1088⁽¹⁾	D
Common Stock	02/04/2005		M		10,666	A	$9.675	40,723.1088	D
Common Stock	02/04/2005		S		17,000	D	$36.3229	23,723.1088	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)	$19.4531⁽²⁾	02/04/2005		M			9,334⁽³⁾	⁽⁴⁾	02/03/2010	Common Stock	70,000⁽³⁾	$0	60,666	D
Employee Stock Option (Right to Buy)	$9.675⁽⁵⁾	02/04/2005		M			10,666⁽⁶⁾	⁽⁷⁾	02/03/2013	Common Stock	32,000⁽⁶⁾	$0	16,001	D

Explanation of Responses:

1. Previously reported direct total was 10,361.5544. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported 10,361.5544 shares increased to 20,723.1088 shares.

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 $19.4531.

3. Previously reported number of 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 securities of 35,000 increased to 70,000, of which 9,334 are being exercised.

4. The option vests in 3 equal annual installments beginning on 2/3/2001.

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 $9.675.

6. Previously reported number of securities was 16,000. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported number of securities of 16,000 increased to 32,000, of which 10,666 are being exercised.

7. The option vests in 3 equal annual installments beginning on 2/3/2004.

	Nelson F. Greene, Attorney-in-fact for Keith A. Taylor	02/04/2005
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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