Ownership Submission
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 OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
OPPENHEIMER DEANNA W
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
7 WORLD TRADE CENTER, 250 GREENWICH STREET, 35TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
08/01/2012
(Street)

NEW YORK, NY 10007		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 08/01/2012   A   3,032 (1) A $ 0 3,032 D  
Common Stock 08/01/2012   A   2,653 (2) A $ 0 5,685 D  

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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 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
Right to Buy (3) $ 24.74 08/01/2012   A   6,849   08/01/2013 08/01/2022 Common Stock 6,849 $ 0 6,849 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
OPPENHEIMER DEANNA W
7 WORLD TRADE CENTER
250 GREENWICH STREET, 35TH FLOOR
NEW YORK, NY 10007		   X      

Signatures

 Mary H. Fragola, as Attorney-in-Fact for Deanna W. Oppenheimer   08/03/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents an initial grant of restricted stock units under the NCR Director Compensation Program (the "Compensation Program") which may be paid only in shares of NCR common stock. The restricted stock units vests in four equal quarterly installments commencing three months after the grant date, subject to the reporting person's continued service as a director on each vesting date. The reporting person may elect to defer receipt of a portion of the restricted stock units in accordance with the terms of the Compensation Program.
(2) Represents a mid-year grant of restricted stock units under the Compensation Program which may be paid only in shares of NCR common stock. The restricted stock units vest in four equal quarterly installments commencing three months after the grant date, subject to the reporting person's continued service as a director on each vesting date. The reporting person may elect to defer receipt of a portion of the restricted stock units in accordance with the terms of the Compensation Program.
(3) These are stock options granted under the Compensation Program as part of the mid-year equity grant to the reporting person.

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