SecProbe.io

September 11 , 2012

Via E -mail

Robert Fishman
Senior Vice President and Chief Financial Officer
NCR Corporation
3097 Satellite Boulevard
Duluth, GA 30096

 Re: NCR Corporation
  Form 10 -K for the Fiscal Year Ended December 31, 2011
  Filed February 28, 2012
  File No. 1 -00395

Dear Mr. Fishman:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better under stand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances , please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. You state in your Form 8 -K filed August 14, 2012 , that you have received anonymous
allegations f rom a purported whistleblower relating to your business in Syria.  Further, we
are aware of an August 12, 2012 , news report regarding allegations that you engaged in
operations in Syria through NCR Syria, a direct U.S. subsidiary ; and that NCR Syria
conduc ted banking business with Commercial Bank of Syria and Real Estate Bank, both of
which are included on the Specially Designated Nationals List maintained by the Treasury
Department’s Office of Foreign Assets Control.  As you know, Syria is designated as a
state sponsor of terrorism by the State Department and is subject to U.S. economic
sanctions and export controls.  Please describe to us the nature, duration, and extent of
your past, current, and anticipated contacts with Syria, whether through domestic o r
foreign subsidiaries, distributors, resellers, dealers, or other direct or indirect
arrangements, since your letter to us August 6, 2009.  Your response should describe any

Robert Fishman
NCR Corporation
September 11 , 2012
Page 2

products, equipment, components, technology , software, services , or fees  that y ou have
provided or intend to provide into Syria, directly or indirectly, and any agreements,
arrangements, or other contacts with the government of Syria or entities it controls.

2. You also state in the Form 8 -K that you notified OFAC of potential apparent  violations
related to your business in Syria and that you are taking measures consistent with OFAC
guidelines.  Please tell us whether you have received any communications from OFAC on
this issue and the current status of the matter.  In addition, briefly  describe to us the nature
of the measures you are undertaking in accordance with OFAC guidelines.

3. You stated in your letter to us filed on July 15, 2009 that you anticipated ceasing sales to
Sudan by the middle of 2010.  As you know, Sudan is designated  as a state sponsor of
terrorism by the State Department and is subject to U.S. economic sanctions and export
controls.  Please describe to us the nature, duration, and extent of your past, current, and
anticipated contacts with Sudan, whether through dome stic or foreign subsidiaries,
distributors, resellers, dealers or other direct or indirect arrangements, since your letter to
us dated August 6, 2009.  Your response should describe any products, equipment,
components, technology, software, services, or fe es that you have provided or intend to
provide into Sudan, directly or indirectly, and any agreements, arrangements, or other
contacts with the government of Sudan or entities it controls.

4. Please discuss the materiality of your contacts with Syria and Sud an described in
response to the foregoing comments, and whether they constitute a material investment
risk for your security holders.  You should address materiality in quantitative terms,
including the approximate dollar amounts of any  revenues, assets, a nd liabilities
associated with each of the referenced countries for the last three fiscal years and the
subsequent interim period.  Also,  address materiality in terms of qualitative factors that a
reasonable investor would deem important in making an inves tment decision, including
the potential impact of corporate activities upon a company’s reputation and share value.
As you know, various state and municipal governments, universities, and other investors
have proposed or adopted divestment or similar init iatives regarding investment in
companies that do business with U.S. -designated state sponsors of terrorism.  Your
materiality analysis should address the potential impact of the investor sentiment
evidenced by such actions directed toward companies that h ave operations associated
with Syria or Sudan.  In this regard, we are aware of August 2012 media reports that
ascribe a fall in your stock price at least in part  to news of your alleged violations of U.S.
sanctions regulations concerning Syria.

We ur ge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company an d its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Robert Fishman
NCR Corporation
September 11 , 2012
Page 3

 In responding to our comments, please provide a written statement from the compan y
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.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 o r me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Barbara Jacobs
  Assistant Director
 Division of Corporation Finance