Sec Form 4 Filing - HURD MARK V @ NCR CORP - 2005-03-30

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person HURD MARK V 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 (Last) (First) (Middle) 1616 STAFFORD SPRINGS PLACE 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2005 (Street) CENTERVILLE, OH45458 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/30/2005 D 114,343 ( 1 ) D 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HURD MARK V 1616 STAFFORD SPRINGS PLACE CENTERVILLE, OH45458 X President and CEO Signatures Nelson F. Greene, Attorney-in-fact for Mark V. Hurd 04/01/2005 Signature of Reporting Person Date

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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.