SecProbe.io

Mail Stop 4561

August 21, 2007

By U.S. Mail and facsimile to (937) 445-5633

William Nuti, Chief Executive Officer
NCR Corporation
1700 South Patterson Blvd.
Dayton, OH 45479

Re:  NCR Corporation
 Definitive 14A
 Filed March 19, 2007
File No. 001-00395

Dear Mr. Nuti:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation
disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

William Nuti
NCR Corporation August 21, 2007 Page - 2 -

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Selection of Nominees for Directors, page 12
1. Please disclose the procedures set forth in the Bylaws that a shareholder must
follow when nominating directors.

Compensation Discussion and Analysis
2. Please elaborate on the role of Mr. Nuti in NCR’s compensation processes and his
input during the crafting of compensati on packages.  For example, consider
discussing whether or not Mr. Nuti make s recommendations to the Compensation
Committee relating to measures, targets and similar items that affect his
compensation and the extent to which Mr. Nuti attends Compensation Committee
meetings or meets with the consultants used by the Committee.
3. Revise the Compensation Discussion and Anal ysis to capture material differences
in compensation policies with respect to individual named executive officers.  See
Section II.B.1 of Commi ssion Release No. 33-8732A.  Refer to the wide
disparities in Mr. Nuti’s salary, th e amount paid to him under the 2006 MIP
Objectives Plan, and the option award made on February 13, 2007 and provide a
more detailed discussion of how and why the compensation of your highest-paid
named executive officers differs from that of the other named executive officers.
If policies or decisions relating to a named executive officer are materially
different than the other officers, please di scuss this on an individualized basis.
4. Please provide quantitative disclosure of the terms of the necessary targets or
performance objectives to be achieved in order for your executive officers to earn
their incentive compensation. To the extent you believe that such disclosure is not
required because it would result in competitive harm such that you may omit the disclosure under Instruction 4 to Item 402(b) of Regulation S- K, please provide a
detailed supplemental analysis s upporting your conclusion and provide
appropriate disclosure pursuant  to Instruction 4.  In disc ussing how difficult it will
be for you to achieve the target levels or  other factors, pleas e provide as much
detail as necessary without disclosing information that poses a reasonable risk of competitive harm.  For example, consider providing disclosure that addresses the relationship between historical and future achievement and the extent to which the Committee set the incentive parameters based upon a probability that you would
achieve the performance objectives.
 2

William Nuti
NCR Corporation August 21, 2007 Page - 3 -

5. Please quantify the disclosure regarding the de facto  targets and targeted total
compensation that results from your review  of base salaries and annual and long-
term incentive opportunities.  Refer to the disclosure in the last sentence of the
first full paragraph under the “Annual Awa rds” subsection on page 22.  Please
quantify the extent to which your equity awards are initially set at dollar amounts
and discuss how these target amount s compare to the peer group.

Peer Groups and Benchmarking, page 17
6. Please elaborate on the use of “alternative peer groups” as referenced on page 18.

Short-Term Incentives, page 18
7. Please provide additional analysis ab out how you determined the amount of
compensation paid under the Management Incentive Plan.  See Item 402(b)(1)(v)
of Regulation S-K.  Provide a more focuse d discussion that not only sets forth the
amount of compensation awarded under the plan but also provides substantive
analysis and insight into how the Committ ee set the amount of cash to be awarded
upon attainment of the rele vant performance objectives.  Ensure that your
disclosure contains appropria te analysis of the specific factors considered by the
Committee in setting compensation levels and that you describe the reasons why the Committee believes that the amounts pa id to each named executive officer are
appropriate in light of the various items it considered in making specific
compensation decisions.

Long-Term Incentives, page 21

Performance-Based Restricted Stock, page 21
8. The disclosure in this section relating to the description of the vesting provisions
of your performance-based restricted stock contains technical information that impairs the readability of your disclosu re.  Refer to Section VI of Commission
Release 33-8732A, which, among other concep ts, refers to the avoidance of the
use of highly technical business and othe r terminology as the primary means of
explaining information.  Refer to the use of difficult-to-understand concepts such
as how the company applies a “straight-line  interpolation to [y]our actual CNOP
for the performance period to compute th e number of shares earned by the Named
Executive Officers . . . .”  Refer also to the formula relating to “Return on
Capital” which your disclosure indi cates is equal to “NPOI divided by
Controllable Capital”.

 3

William Nuti
NCR Corporation August 21, 2007 Page - 4 -

Annual Awards, page 22
9. Refer to the disclosure relating to the co mpany’s consideration of the affordability
of executive compensation in making determinations regardi ng the size and mix
of each equity award.  Please expand your disclosure to provide a materially
complete description of how the cost of executive compensation factors into your overall compensation decision-making policies and how the amounts expensed in prior fiscal years specifically impact co mpensation awards in the fiscal year for
which compensation is being reported.

Ad Hoc Awards, page 22
10. Please provide a complete description of the ad hoc equity award process and the
specific awards that you made to relevant  named executive officers in the last
fiscal year.

Summary Compensation Table, page 28

Employment Agreements and Material Employment Terms, page 28
11. Revise the Compensation Discussion and Analysis to address how you
determined the elements and levels of compensation as set forth in the employment agreements, particularly th e amounts awarded in the form of long
term incentives.

2006 Director Compensation Table, page 42
12. For each director, disclose by footnote the aggregate number of stock awards
outstanding at fiscal year end.  Refer to the Instruction to It em 402(k)(2)(iii) and
(iv).

 Please respond to our comments by September 21, 2007 or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:
 4

William Nuti
NCR Corporation August 21, 2007 Page - 5 -

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3397 with any questions.

Sincerely,

Jay E. Ingram
Attorney Advisor
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