SecProbe.io

Mail Stop 4561         A p r i l  3 0 ,  2 0 0 8   Mr. Anthony Massetti Senior Vice President and Chief Financial Officer NCR Corporation 1700 South Patterson Blvd.  Dayton, OH 45479
Re: NCR Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2007
Filed February 29, 2008
 Definitive Proxy Statement on Schedule 14A  Filed March 11, 2008
File No. 001-00395

Dear Mr. Massetti:

We have reviewed the above referenced filings and have the following comments.
If indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 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 filing.  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 us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2007

General
1. We are aware of your application for confidential treatment for portions of
Exhibit 10.6 to your Form 10-K for the fiscal year ended December 31, 2006,
which was submitted on March 1, 2007.  Upon completion of our review of this
application, we will provide comments, if any, in a separate letter to the person

Mr. Anthony Massetti
NCR Corporation
April 30, 2008 Page 2
designated in the application.  Given that the Staff has not yet made a determination on this conf idential treatment applica tion, the statement in the
exhibit index of your current Form 10-K  that the SEC has granted confidential
treatment for portions of Exhibit 10.6 is incorrect and s hould be revised.
 Part I

 Item 1. Business

2. We are unable to locate any discussion  of your Purchase and Manufacturing
Services Agreement with Solectron Cor poration and its impact on your business
operations.  Based on the information you have provided in your application for
confidential treatment, it app ears that your relationship with Solectron should be
disclosed in materially complete detail.  Please tell us why you have omitted any quantitative or qualitative disclosure of the Sol ectron agreement or the
relationship you maintain with that entity.

Seasonality, page 4

3. We note here and in other areas of your Form 10-K, including Item 3, your use of
cross-references.  The extensive use of cr oss-referencing in lieu of providing the
narrative disclosure called for by an Item of Form 10-K impairs the readability of
your disclosure.  Please consider elimin ating the use of cross-references.
 Item 1A.  Risk Factors, page 5

4. Please review each risk factor heading to ensure it clearly conveys a detailed risk
to investors regarding your company.  Many of the headings merely state a fact about your business without fully describing the risks associated with that fact.
For example, we note the following: “Gen erating substantial revenues from our
multinational operations helps to balance our risks and meet our strategic goals,” and “Third-party suppliers provide important elements to our solutions.”  See also the headings under “Work Environment” beginning on page 9.
 “Environmental   Our historical and ongoing manufacturing activities subject us to
environmental exposure,” page 10
5. We note your disclosure in this risk fact or and in Note 11 to your consolidated
financial statements that you have inves tigatory and remedial activities underway
at a number of facilities to comply, or determine compliance with, environmental laws.  Please advise whether you have c onsidered disclosing under Item 1 of your
Form 10-K the material effects complianc e with environmental laws may have
upon your capital expenditures, earnings and competitive position.  See Item 101(c)(1)(xii) of Regulation S-K.

Mr. Anthony Massetti
NCR Corporation
April 30, 2008 Page 3  Part II

 Item 8.  Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

 Note 1 Description of Business and Significant Accounting Policies

 Revenue recognition, page 45

6. We note that you enter into multiple-element arrangements which include
software.  Further, we note that you have removed any references to vendor-specific objective evidence of fair value and how it is determined.  Please explain
to us why you have removed this information from your disclosures.
7. We note that you defer the “fair value” of your extended warranty contracts and
recognize the revenue over th e service period.  Please define fair value as it
applies to these contract s and identify the accounting literature that you are
following in accounting for these arrangements.
 Note 7 Income Taxes, page 56

8. We note that your deferred tax assets declined by over $300 million in 2007 and
the related valuation allowance was reduced by approximately $245 million.
Please explain to us the reasons for thes e changes and refer to the line items
provided in the table on page 58.  We note that your curren t disclosures only
appear to address the foreign operati ng losses in a very general manner.
 Part IV

 Item 15.  Exhibits, Financial Statement Schedules, page 92

9. Please file Exhibits A through K to your  Purchase and Manufacturing Services
Agreement with Solectron Corporation.  To the extent you have requested confidential treatment for entire exhi bits pursuant to your  application for
confidential treatment dated March 1, 2007, please make th is clear in the publicly
filed exhibits.

Mr. Anthony Massetti
NCR Corporation
April 30, 2008 Page 4  Definitive Proxy Statement filed March 11, 2008

 Compensation Discussion and Analysis

 III. Analysis of Compensation Decisions Made in 2007

 B.  Short-Term Incentives, page 26

10. Refer to comment 7 of our letter date d August 21, 2007 relating to the Division’s
focused review of the company’s exec utive compensation and other related
disclosure.  We continue to believe that  the views expressed in our prior comment
are applicable to your discussion and analysis of the compensation awarded under the 2007 Management Incentive Plan.  Invest ors would benefit si gnificantly from
a more focused and streamlined discussi on of how the application of negative
discretion resulted in the actual amounts awarded under the Plan.  Please assess
the disclosure you provided on pages 26-30 a nd strive to provide crisp synopses
that address how the performance of your named executive officers relative to the
MIP Objectives was used to reduce cas h incentive awards for 2007.  See Item
402(b)(1)(v) of Regulation S-K.  Consider  providing an illust rative example of
how the actual award amounts were calculated starting with the amount established through the EBIT formula.  Please explain how the target bonus
payouts for each performance objective, whic h you determined as a percentage of
each named executive officer’s salary, ar e used in determining the actual cash
incentive awards paid to your na med executive officers.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filings, you may wish to provide us with mark ed copies of any amendment to expedite
our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 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.

Mr. Anthony Massetti
NCR Corporation April 30, 2008 Page 5
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities 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 Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Christine Davis, Assist ant Chief Accountant, at (202) 551-3408
if you have any questions regarding comments on the financial statements and related matters.  Please address questions regardi ng all other comments to Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jay Ingr am, Legal Reviewer at (202) 551-3397.  If
you need further assistance, you ma y contact me at (202) 551-3451.
        S i n c e r e l y ,

         Mark Kronforst
Accounting Branch Chief