SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                    __________________________________

                                FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________.

                        Commission file number 1-8729


                             UNISYS CORPORATION
            (Exact name of registrant as specified in its charter)

               Delaware                            38-0387840
       (State or other jurisdiction             (I.R.S. Employer
       of incorporation or organization)        Identification No.)

               Unisys Way
        Blue Bell, Pennsylvania                          19424
       (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code:  (215) 986-4011


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject 
to such filing requirements for the past 90 days.  YES [X]    NO [ ]

     Indicate by check mark whether the registrant is an accelerated filer (as 
defined in Rule 12b-2 of the Exchange Act).  YES [X]    NO [ ]

     Number of shares of Common Stock outstanding as of September 30, 2004:
335,930,924.





<PAGE> 2


Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                 (Millions)
   
                                          
                                           Sept. 30,    
                                            2004       December 31,
                                         (Unaudited)       2003
                                         -----------   ------------
Assets
------
Current assets
Cash and cash equivalents                   $573.7       $  635.9
Accounts and notes receivable, net           962.0        1,027.8
Inventories
   Parts and finished equipment              102.2          121.7
   Work in process and materials             117.7          116.9
Deferred income taxes                        295.0          270.0
Other current assets                         104.9           85.7
                                          --------       --------
Total                                      2,155.5        2,258.0
                                          --------       --------

Properties                                 1,364.9        1,352.7
Less-Accumulated depreciation
  and amortization                           952.5          928.5
                                          --------       --------
Properties, net                              412.4          424.2
                                          --------       --------
Outsourcing assets, net                      510.9          477.5
Marketable software, net                     341.3          332.2
Investments at equity                        166.4          153.3
Prepaid pension cost                          49.2           55.5
Deferred income taxes                      1,385.7        1,384.6
Goodwill                                     185.3          177.5
Other long-term assets                       203.5          211.8
                                          --------       --------
Total                                     $5,410.2       $5,474.6
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $   20.0       $   17.7

Current maturities of long-term debt         150.8            2.2
Accounts payable                             392.6          513.8
Other accrued liabilities                  1,233.5        1,305.7
Income taxes payable                         153.5          214.1
                                          --------       --------
Total                                      1,950.4        2,053.5
                                          --------       --------
Long-term debt                               899.5        1,048.3
Accrued pension liabilities                  471.6          433.6
Other long-term liabilities                  551.1          544.0

Stockholders' equity
Common stock, shares issued: 2004, 337.9;
   2003, 333.8                                 3.4            3.3
Accumulated deficit                         (341.3)      (  414.8)
Other capital                              3,869.4        3,818.6
Accumulated other comprehensive loss      (1,993.9)      (2,011.9)
                                          --------       --------
Stockholders' equity                       1,537.6        1,395.2
                                          --------       --------
Total                                     $5,410.2       $5,474.6
                                          ========       ========

See notes to consolidated financial statements.




<PAGE> 3

                              UNISYS CORPORATION
                CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                     (Millions, except per share data)


 
                                       Three Months             Nine Months
                                    Ended September 30      Ended September 30
                                    ------------------      ------------------
                                       2004      2003         2004      2003
                                     --------  --------     --------  --------
Revenue   
  Services                           $1,147.1  $1,124.3     $3,470.9  $3,394.7
  Technology                            298.6     325.4        825.8     878.9
                                     --------  --------     --------  --------
                                      1,445.7   1,449.7      4,296.7   4,273.6
Costs and expenses
  Cost of revenue: 
    Services                            965.7     886.1      2,821.6   2,675.4
    Technology                          139.0     138.5        375.5     393.9
                                     --------  --------     --------  --------
                                      1,104.7   1,024.6      3,197.1   3,069.3
  Selling, general and
    administrative expenses             303.7     251.0        837.8     737.1
  Research and development expenses      75.3      68.2        218.1     198.7
                                     --------  --------     --------  --------
                                      1,483.7   1,343.8      4,253.0   4,005.1
                                     --------  --------     --------  --------
Operating income (loss)                 (38.0)    105.9         43.7     268.5

Interest expense                         16.2      17.2         51.4      51.3
Other income (expense), net              (3.0)     (4.7)        21.6       2.5
                                     --------  --------     --------  --------
Income (loss) before income taxes       (57.2)     84.0         13.9     219.7
Provision (loss) for income taxes       (82.4)     27.8        (59.6)     72.5
                                     --------  --------     --------  --------
Net income                           $   25.2  $   56.2     $   73.5  $  147.2
                                     ========  ========     ========  ========

Earnings per share
  Basic                              $    .08  $    .17     $    .22  $    .45
                                     ========  ========     ========  ========
  Diluted                            $    .07  $    .17     $    .22  $    .44
                                     ========  ========     ========  ========

See notes to consolidated financial statements.



<PAGE> 4

                           UNISYS CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                (Millions)

                                                    Nine Months Ended
                                                      September 30
                                                    -----------------
                                                      2004       2003
                                                    --------   -------
                                                      
Cash flows from operating activities
Net income                                         $   73.5   $  147.2
Add(deduct) items to reconcile net income
   to net cash provided by operating activities:           
Depreciation and amortization of properties and
   outsourcing assets                                 181.7      154.9
Amortization of marketable software                    96.6       92.2
(Increase) in deferred income taxes, net              (25.3)    (  2.5)
Decrease (increase) in receivables, net                97.2     ( 32.3)
Decrease in inventories                                19.1       43.0
(Decrease) in accounts payable and other
   accrued liabilities                               (207.5)    (192.8)
(Decrease) increase in income taxes payable           (52.6)      19.8
Increase (decrease) in other liabilities               19.8     ( 44.0)
(Increase) in other assets                            (34.0)    ( 29.9)
Other                                                  44.7        6.5
                                                    -------     ------
Net cash provided by operating activities             213.2      162.1
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                        4,423.4    3,626.1
   Purchases of investments                        (4,427.4)  (3,663.2)
   Investment in marketable software                  (88.8)    (109.4)
   Capital additions of properties and
     outsourcing assets                              (192.4)    (177.9)
   Purchases of businesses                            (18.6)    (  2.0)
                                                    -------     ------
Net cash used for investing activities               (303.8)    (326.4)
                                                    -------     ------
Cash flows from financing activities
   Net reduction in short-term borrowings              (1.0)    ( 57.0)
   Proceeds from employee stock plans                  30.9       21.0
   Payments of long-term debt                        (  2.3)    (  3.8)
   Proceeds from issuance of long-term debt             -        293.3
                                                    -------     ------

Net cash provided by financing activities              27.6      253.5
                                                    -------     ------
Effect of exchange rate changes on 
   cash and cash equivalents                             .8       11.7
                                                    -------     ------

Increase (decrease) in cash and cash equivalents      (62.2)     100.9
Cash and cash equivalents, beginning of period        635.9      301.8
                                                    -------    -------
Cash and cash equivalents, end of period            $ 573.7    $ 402.7
                                                    =======    =======


See notes to consolidated financial statements.



<PAGE> 5

UNISYS CORPORATION 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

In the opinion of management, the financial information furnished
herein reflects all adjustments necessary for a fair presentation of the 
financial position, results of operations and cash flows for the interim 
periods specified.  These adjustments consist only of normal recurring 
accruals except as disclosed herein.  Because of seasonal and other factors, 
results for interim periods are not necessarily indicative of the results to 
be expected for the full year.

a. The following table shows how earnings per share were computed for the
   three and nine months ended September 30, 2004 and 2003 (dollars in 
   millions, shares in thousands):
                                  Three Months Ended       Nine Months Ended
                                    September 30             September 30
                                  ------------------      ------------------
                                    2004       2003         2004       2003
                                  -------    -------      -------    -------
    Basic Earnings Per Share
    
    Net income                    $  25.2    $  56.2      $  73.5    $ 147.2
                                  =======    =======      =======    =======
    Weighted average shares       335,576    330,033      334,236    328,675
                                  =======    =======      =======    =======
    Basic earnings per share      $   .08    $   .17      $   .22    $   .45
                                  =======    =======      =======    =======
    Diluted Earnings Per Share
    
    Net income                    $  25.2    $  56.2      $  73.5    $ 147.2
                                  ========   =======      =======    =======
    Weighted average shares       335,576    330,033      334,236    328,675
    Plus incremental shares 
      from assumed exercises
      under employee stock plans    1,786      3,946        3,823      2,642
                                  -------    -------      -------    -------
    Adjusted weighted average
      shares                      337,362    333,979      338,059    331,317
                                  =======    =======      =======    =======
    Diluted earnings per share    $   .07    $   .17      $   .22    $   .44
                                  =======    =======      =======    =======

    At September 30, 2004, 35.9 million shares related to employee stock plans
    were not included in the computation of diluted earnings per share because 
    the option prices are above the average market price of the company's common
    stock.

b.  As part of its ongoing efforts to reduce its cost base and enhance its 
    administrative efficiency, on September 30, 2004, the company consolidated 
    facility space and committed to a reduction of approximately 1,400 
    employees, primarily in general and administrative areas.  These actions 
    resulted in a pretax charge of $82.0 million, or $.18 per diluted share.  
    The charge related to headcount reductions is approximately $75.3 million 
    and is broken down as follows:  (a) approximately 750 employees in the U.S. 
    for a charge of about $23.2 million and (b) 650 employees outside the U.S. 
    for a charge of about $52.1 million.  The charge for employee reductions is 
    principally related to severance costs.  Other employee-related costs are 
    not significant.  The facility charge of approximately $6.7 million relates 
    principally to a single U.S. leased property that as of September 30, 2004 
    the company ceased using.  The facility charge represents the fair value of 
    the liability at the cease-use date and was determined based on the 
    remaining lease rental payments, reduced by estimated sublease rentals that 
    could be reasonably obtained for the property.

    The employee reductions are expected to be substantially completed by the 
    end of the second quarter of 2005.  The company estimates that the cash 
    requirements for the cost reduction actions will be about $85 million, 
    mostly in 2005.  The company anticipates that these actions will yield 
    approximately $70 million of annualized cost savings on a run-rate basis by 
    the end of 2005, thereby making the company better able to compete in the 
    marketplace.

    The pretax charge was recorded in the following statement of income 
    classifications:  cost of revenue-services, $28.1 million; selling, general 
    and administrative expenses, $50.2 million; research and development 



<PAGE> 6

    expenses, $8.4 million; and other income (expense), net, $4.7 million.  The 
    income recorded in other income (expense), net relates to minority 
    shareholders' portion of the charge related to a 51% owned subsidiary which 
    is fully consolidated by the company.

c.  During the September 2004 quarter, the U.S. Congressional Joint Committee on
    Taxation approved an income tax refund to the company related to the 
    settlement of tax audit issues dating from the mid-1980s.  The refund, 
    including interest, is approximately $40 million and is recorded in current 
    accounts receivable in the company's consolidated balance sheet.  After 
    payment of related state taxes, the company expects a net cash refund of 
    approximately $30 million by the end of 2004 or in early 2005.  As a result 
    of the resolution of these audit issues, the company has recorded favorable 
    adjustments to its existing tax liability reserves, which resulted in an 
    after-tax benefit of $68.2 million, or $.20 per diluted share, to net income
    in the third quarter of 2004.

d.  The company has two business segments:  Services and Technology.  Revenue
    classifications by segment are as follows:  Services - consulting and 
    systems integration, outsourcing, infrastructure services and core
    maintenance; Technology - enterprise-class servers and specialized 
    technologies.  The accounting policies of each business segment are the same
    as those followed by the company as a whole.  Intersegment sales and 
    transfers are priced as if the sales or transfers were to third parties.  
    Accordingly, the Technology segment recognizes intersegment revenue and 
    manufacturing profit on hardware and software shipments to customers under 
    Services contracts.  The Services segment, in turn, recognizes customer 
    revenue and marketing profits on such shipments of company hardware and 
    software to customers.  The Services segment also includes the sale of 
    hardware and software products sourced from third parties that are sold to 
    customers through the company's Services channels.  In the company's 
    consolidated statements of income, the manufacturing costs of products 
    sourced from the Technology segment and sold to Services customers are 
    reported in cost of revenue for Services.  

    Also included in the Technology segment's sales and operating profit are 
    sales of hardware and software sold to the Services segment for internal use
    in Services engagements.  The amount of such profit included in operating 
    income of the Technology segment for the three and nine months ended 
    September 30, 2004 and 2003 was $7.2 million and $6.7 million, and $9.8 
    million and $18.6 million, respectively.  The profit on these transactions 
    is eliminated in Corporate.

    The company evaluates business segment performance on operating income 
    exclusive of restructuring charges and unusual and nonrecurring items, which
    are included in Corporate.  All other corporate and centrally incurred costs
    are allocated to the business segments based principally on revenue, 
    employees, square footage or usage.



<PAGE> 7

    A summary of the company's operations by business segment for the three and
    nine month periods ended September 30, 2004 and 2003 is presented below (in
    millions of dollars):

                              Total    Corporate    Services    Technology
    Three Months Ended        -----    ---------    --------    ----------
    September 30, 2004
    ------------------
    Customer revenue         $1,445.7                $1,147.1     $298.6
    Intersegment                         $(63.6)          5.2       58.4
                             --------    -------     --------     ------
    Total revenue            $1,445.7    $(63.6)     $1,152.3     $357.0
                             ========    =======     ========     ======
    Operating income (loss)  $  (38.0)   $(85.4)    $    (2.3)    $ 49.7
                             ========    =======    =========     ======
    Three Months Ended        
    September 30, 2003
    ------------------
    Customer revenue         $1,449.7               $1,124.3    $  325.4
    Intersegment                         $(66.4)         7.3        59.1
                             --------   -------     --------    --------
    Total revenue            $1,449.7    $(66.4)    $1,131.6    $  384.5
                             ========    ======     ========    ========
    Operating income (loss)  $  105.9    $ (1.3)    $   43.8    $   63.4
                             ========    ======     ========    ========
    Nine Months Ended
    September 30, 2004
    ------------------
    Customer revenue         $4,296.7               $3,470.9    $  825.8
    Intersegment                        $(166.6)        14.5       152.1
                             --------   -------     --------    --------
    Total revenue            $4,296.7   $(166.6)    $3,485.4    $  977.9
                             ========   =======     ========    ========
    Operating income (loss)  $   43.7   $ (85.4)    $   35.1    $   94.0
                             ========   =======     ========    ========
    Nine Months Ended  
    September 30, 2003
    ------------------
    Customer revenue         $4,273.6               $3,394.7    $  878.9
    Intersegment                        $(225.6)        19.2       206.4
                             --------   -------     --------    --------
    Total revenue            $4,273.6   $(225.6)    $3,413.9    $1,085.3
                             ========   =======     ========    ========
    Operating income (loss)  $  268.5   $(  3.6)    $  142.3    $  129.8
                             ========   =======     ========    ========

    Presented below is a reconciliation of total business segment operating
    income to consolidated income (loss) before taxes (in millions of dollars):

                                       Three Months Ended   Nine Months Ended
                                         September 30,        September 30,
                                       ------------------   -----------------
                                         2004      2003       2004      2003
                                         ----      ----       ----      ----
   Total segment operating income       $ 47.4    $107.2     $129.1    $272.1
   Interest expense                      (16.2)    (17.2)     (51.4)    (51.3)
   Other income (expense), net            (3.0)    ( 4.7)      21.6       2.5
   Corporate and eliminations              1.3     ( 1.3)       1.3     ( 3.6)
   Cost reduction charge                 (86.7)               (86.7)          
                                        ------    ------     ------    ------
   Total income (loss) before           $(57.2)   $ 84.0     $ 13.9    $219.7
   income taxes                         ======    ======     ======    ======



<PAGE> 8

   Customer revenue by classes of similar products or services, by segment, is
   presented below:     
                                     Three Months Ended     Nine Months Ended
                                        September 30,         September 30,
                                     ------------------    ------------------
                                        2004       2003        2004      2003
                                        ----       ----        ----      ----
   Services
     Consulting and systems
       integration                    $ 403.3   $  378.9    $1,194.3  $1,121.3
     Outsourcing                        411.8      396.2     1,274.2   1,227.3
     Infrastructure services            193.1      207.5       572.6     620.1
     Core maintenance                   138.9      141.7       429.8     426.0
                                      --------  --------    --------   -------
                                      1,147.1    1,124.3     3,470.9   3,394.7
   Technology
     Enterprise-class servers           249.6      249.7       636.9     661.3
     Specialized technologies            49.0       75.7       188.9     217.6
                                      --------  --------    --------  --------
                                        298.6      325.4       825.8     878.9
                                      --------  --------    --------  --------
   Total                             $1,445.7   $1,449.7    $4,296.7  $4,273.6
                                      ========  ========    ========  ========

e. Comprehensive income for the three and nine months ended September 30, 2004
   and 2003 includes the following components (in millions of dollars):

                                       Three Months Ended   Nine Months Ended
                                        September 30,         September 30,
                                       ------------------   -----------------
                                         2004      2003       2004      2003
                                         ----      ----       ----      ----
   Net income                           $ 25.2    $ 56.2     $73.5     $147.2

   Other comprehensive income (loss)
    Cash flow hedges
     Income (loss), net of tax of 
      $(.1), $(2.5), $.3, and $(5.1)       (.2)     (4.6)       .7       (9.4)
     Reclassification adjustments,
      net of tax of $.6, $1.1 ,$2.2, 
      and $3.1                             1.3       2.0       4.2        5.8
     Foreign currency translation         
       adjustments                         6.1       7.2      13.1       38.1
                                        ------    ------     ------    ------
     Total other comprehensive
       income                              7.2       4.6      18.0       34.5
                                        ------    ------     ------    ------
     Comprehensive income               $ 32.4    $ 60.8     $91.5     $181.7
                                        ======    ======     ======    ======

    Accumulated other comprehensive income (loss) is as follows (in millions of 
dollars):

                                                            Cash    Minimum
                                              Translation   Flow    Pension
                                     Total    Adjustments  Hedges  Liability
                                     -----    -----------  ------  ---------
    Balance at December 31, 2002   $(2,236.9)  $(745.0)   $( 1.5) $(1,490.4)
    Change during period               225.0      65.3     ( 5.1)     164.8
                                   ---------   -------    ------  ---------
    Balance at December 31, 2003    (2,011.9)   (679.7)    ( 6.6)  (1,325.6)
    Change during period                18.0      13.1       4.9
                                   ---------   -------    ------  ---------
    Balance at September 30, 2004  $(1,993.9)  $(666.6)   $ (1.7) $(1,325.6)
                                   =========   =======    ======  =========

f.  The amount credited to stockholders' equity for the income tax benefit
    related to the company's stock plans for the nine months ended September 30,
    2004 and 2003 was $3.6 million and $3.1 million, respectively.  The company
    expects to realize these tax benefits on future Federal income tax returns.

g.  For equipment manufactured by the company, the company warrants that it will
    substantially conform to relevant published specifications for 12 months
    after shipment to the customer.  The company will repair or replace, at its
    option and expense, items of equipment that do not meet this warranty.  For


<PAGE> 9

    company software, the company warrants that it will conform substantially to
    then-current published functional specifications for 90 days from customer's
    receipt.  The company will provide a workaround or correction for material 
    errors in its software that prevents its use in a production environment.

    The company estimates the costs that may be incurred under its warranties
    and records a liability in the amount of such costs at the time revenue is
    recognized.  Factors that affect the company's warranty liability include
    the number of units sold, historical and anticipated rates of warranty
    claims and cost per claim.  The company quarterly assesses the adequacy of
    its recorded warranty liabilities and adjusts the amounts as necessary.
    Presented below is a reconciliation of the aggregate product warranty
    liability (in millions of dollars):
                                         Three Months Ended  Nine Months Ended
                                           September 30,       September 30,
                                         ------------------  -----------------
                                           2004    2003        2004    2003
                                           ----    ----        ----    ----
    Balance at beginning
      of period                           $15.0   $21.1       $20.8   $19.2
    
    Accruals for warranties issued
      during the period                     2.0     5.5         9.1    17.2

    Settlements made during the
      period                               (3.8)   (4.7)      (12.7)  (13.8)

    Changes in liability for 
      pre-existing warranties during
      the period, including expirations     (.4)    (.8)       (4.4)   (1.5)
                                          -----   -----       -----   -----
    Balance at September 30               $12.8   $21.1       $12.8   $21.1
                                          =====   =====       =====   =====

h.  The company applies the recognition and measurement principles of APB
    Opinion No. 25, "Accounting for Stock Issued to Employees," and related
    interpretations in accounting for its stock-based employee compensation
    plans.  For stock options, no compensation expense is reflected in net
    income as all stock options granted had an exercise price equal to or
    greater than the market value of the underlying common stock on the date
    of grant.  In addition, no compensation expense is recognized for common
    stock purchases under the Employee Stock Purchase Plan.  Pro forma
    information regarding net income and earnings per share is required by
    Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting
    for Stock-Based Compensation," and has been determined as if the company
    had accounted for its stock plans under the fair value method of SFAS No. 
    123.  For purposes of the pro forma disclosures, the estimated fair value of
    the options is amortized to expense over the options' vesting period.  The
    following table illustrates the effect on net income and earnings per share
    if the company had applied the fair value recognition provisions of SFAS No.
    123 (in millions of dollars):

                                       Three Months Ended   Nine Months Ended
                                         September 30,        September 30,
                                       ------------------   -----------------
                                         2004      2003       2004      2003
                                         ----      ----       ----      ----
   Net income as reported               $ 25.2    $ 56.2     $ 73.5    $147.2
   Deduct total stock-based employee
     compensation expense determined
     under fair value method for all
     awards, net of tax                  ( 7.6)    (10.4)     (25.3)    (35.2)
                                        ------    ------     ------    ------
   Pro forma net income                 $ 17.6    $ 45.8     $ 48.2    $112.0
                                        ======    ======     ======    ======
   Earnings per share
     Basic - as reported                $  .08    $  .17     $  .22    $  .45
     Basic - pro forma                  $  .05    $  .14     $  .14    $  .34
     Diluted - as reported              $  .07    $  .17     $  .22    $  .44
     Diluted - pro forma                $  .05    $  .14     $  .14    $  .34


<PAGE> 10

i.  Net periodic pension expense (income) for the three and nine months ended 
    September 30, 2004 and 2003 is presented below (in millions of dollars):

                                     Three Months             Three Months
                                 Ended Sept. 30, 2004     Ended Sept. 30, 2003
                                ----------------------   ----------------------
                                        U.S.    Int'l.            U.S.    Int'l.
                                Total   Plans   Plans    Total    Plans   Plans
                                -----   -----   -----    -----    -----   -----

    Service cost               $ 29.2  $ 16.8  $12.4    $ 25.4   $ 14.7  $ 10.7
    Interest cost                90.3    66.0   24.3      87.0     66.9    20.1
    Expected return on
      plan assets              (123.9)  (94.7) (29.2)   (124.9)  (100.9)  (24.0)
    Amortization of prior
      service (benefit) cost     (1.6)   (1.9)    .3      (2.8)    (3.0)     .2
    Recognized net actuarial 
      loss                       29.5    23.3    6.2       8.3      5.1     3.2
    Settlement/curtailment
      loss                                                (1.5)            (1.5)
                                -----   -----   ------   ------   ------  -----
    Net periodic pension
      expense (income)          $23.5  $  9.5   $14.0   $ (8.5)  $(17.2) $  8.7
                                =====  ======   =====   =======  ======= ======

                                     Nine Months               Nine Months
                                 Ended Sept. 30, 2004     Ended Sept. 30, 2003
                                ----------------------   ----------------------
                                        U.S.    Int'l.            U.S.    Int'l.
                                Total   Plans   Plans    Total    Plans   Plans
                                -----   -----   -----    -----    -----   -----

    Service cost                $87.1  $ 50.4   $ 36.7  $ 74.1   $ 44.1  $ 30.0
    Interest cost               270.5   198.3     72.2   260.4    200.5    59.9
    Expected return on
      plan assets              (370.7) (284.2)   (86.5) (376.0)  (302.7)  (73.3)
    Amortization of prior
      service (benefit) cost     (4.6)   (5.7)     1.1    (8.1)    (9.0)     .9
    Recognized net actuarial 
      loss                       88.2    69.8     18.4    26.1     15.5    10.6
    Settlement/curtailment
      loss                                                  .7               .7
                                -----   -----   ------   ------   ------  -----
    Net periodic pension
      expense (income)          $70.5   $28.6    $41.9  $(22.8)  $(51.6) $ 28.8
                                =====   =====   ======  =======   ======  =====

    The company currently expects to make cash contributions of approximately 
    $66 million to its worldwide defined benefit pension plans in 2004 compared
    with $62.5 million in 2003.  For the nine months ended September 30, 2004 
    and 2003, $41.4 million and $36.0 million, respectively of cash 
    contributions have been made.  In accordance with regulations governing 
    contributions to U.S. defined benefit pension plans, the company is not 
    required to fund its U.S. qualified defined benefit pension plan in 2004.

    Net periodic postretirement benefit expense for the three and nine months
    ended Sept. 30, 2004 and 2003 is presented below (in millions of dollars):

                                                Three Months     Nine Months
                                               Ended Sept. 30,  Ended Sept. 30,
                                               ---------------  ---------------
                                                 2004    2003     2004    2003
                                                 ----    ----     ----    ----
    Interest cost                               $ 3.5   $ 3.6     $10.5   $10.8
    Amortization of prior service benefit         (.5)    (.5)     (1.5)   (1.5)
    Recognized net actuarial loss                 1.0      .7       3.0     2.1
                                                -----   -----     -----   -----
    Net periodic postretirement benefit   
      expense                                   $ 4.0   $ 3.8     $12.0   $11.4
                                                =====   =====     =====   =====

    The company expects to make cash contributions of approximately $25 million
    to its postretirement benefit plan in 2004.  For the nine months ended
    September 30, 2004, $20 million of cash contributions have been made.



<PAGE> 11

j.  Substantially all of the company's investments at equity consist of Nihon
    Unisys, Ltd., a publicly traded Japanese company ("NUL").  NUL is the 
    exclusive supplier of the company's hardware and software products in Japan.
    The company owns approximately 28% of NUL's outstanding common stock.  Prior
    to January 1, 2004, the company's share of NUL's earnings or losses were 
    recorded semiannually in the second quarter and fourth quarter on a quarter-
    lag basis since NUL's quarterly financial results were not available.  Due
    to recent regulatory changes in Japan, NUL is required to publish its
    earnings quarterly.  Accordingly, effective January 1, 2004, the company has
    begun to record its equity earnings in NUL quarterly on a quarter-lag basis,
    and recorded equity income (loss) of $(7.2) million and $7.2 million for the
    three and nine months ended September 30, 2004, respectively. 

k.  Cash paid during the nine months ended September 30, 2004 and 2003 for 
    income taxes was $47.0 million and $63.2 million, respectively.

    Cash paid during the nine months ended September 30, 2004 and 2003 for
    interest was $57.7 million and $51.4 million, respectively.

l.  In November 2003, the company purchased KPMG's Belgian consulting business 
    for approximately $3.3 million of cash plus assumed liabilities.  The 
    preliminary purchase price allocation was completed in December 2003 and 
    assumed that the excess of the purchase price over the assets acquired and 
    liabilities assumed was allocated to goodwill.  An outside company 
    completed its appraisal during the March 2004 quarter.  Approximately $1.5 
    million of amortizable intangibles (principally customer relationships) were
    identified and recorded.  The intangible assets have a weighted average life
    of approximately 5.5 years. The goodwill from this acquisition has been
    assigned to the Services segment.
 
    In April 2004, the company purchased the document services business unit of 
    Interpay Nederlands B.V. ("Interpay") for $5.2 million.  This business unit 
    processes approximately 110 million paper-related payments a year for Dutch 
    banks.  The purchase price was allocated to assets acquired and liabilities 
    assumed based on their estimated fair values, and resulted in goodwill of 
    $3.4 million.  The acquisition provides for the company to make contingent 
    payments to Interpay based on the achievement of certain future revenue 
    levels.  The contingent consideration will be recorded as additional 
    goodwill when the contingencies are resolved and consideration is issued or 
    becomes issuable.  The goodwill from this acquisition has been assigned to 
    the Services segment.

    In June 2004, the company purchased the security services and identity and 
    access management solutions business of ePresence, Inc., whose consultants 
    design and implement enterprise directory and security solutions that enable
    identity management within and across organizations.  The purchase price of
    $10.6 million was allocated to assets acquired and liabilities assumed 
    based on their estimated fair values.  An outside company completed its
    appraisal during the September 2004 quarter.  Approximately $.7 million of
    amortizable intangible assets (principally customer relationships) were
    identified and recorded.  The intangible assets have a weighted average
    life of approximately 3.8 years.  The goodwill from this acquisition 
    (approximately $7.5 million) has been assigned to the Services segment.

    In July 2004, the company purchased Baesch Computer Consulting, Inc., a
    provider of technology solutions and services to the U.S. intelligence and
    defense communities, for $6.0 million.  The purchase price was allocated to
    assets acquired and liabilities assumed based on their estimated fair
    values, and resulted in goodwill of $6.3 million.  The goodwill from this
    acquisition has been assigned to the Services segment.

m.  In January 2003, the Financial Accounting Standards Board ("FASB") issued
    interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest
    Entities, an interpretation of ARB 51."  The primary objectives of this
    interpretation are to provide guidance on the identification of entities for
    which control is achieved through means other than through voting rights
    ("variable interest entities") and how to determine when and which business
    enterprise (the "primary beneficiary") should consolidate the variable
    interest entity.  This new model for consolidation applies to an entity in
    which either (i) the equity investors (if any) do not have a controlling
    financial interest, or (ii) the equity investment at risk is insufficient to
    finance that entity's activities without receiving additional subordinated 
    financial support from other parties.  In addition, FIN 46 requires that the
    primary beneficiary, as well as all other enterprises with a significant 
    variable interest in a variable interest entity, make additional 
    disclosures.  Certain disclosure requirements of FIN 46 were effective for 


<PAGE> 12

    financial statements issued after January 31, 2003.  In December 2003, the 
    FASB issued FIN 46 (revised December 2003), "Consolidation of Variable 
    Interest Entities" ("FIN 46-R") to address certain FIN 46 implementation 
    issues.

    The provisions of FIN 46 were applicable for variable interests in entities
    obtained after January 31, 2003.  The adoption of the provisions applicable
    to special purpose entities ("SPE") and all other variable interests 
    obtained after January 31, 2003 did not have a material impact on the
    company's consolidated financial position, consolidated results of 
    operations, or liquidity.

    Effective March 31, 2004, the company adopted the provisions of FIN 46-R
    applicable to Non-SPEs created prior to February 1, 2003.  Adoption of
    FIN 46-R had no impact on the company's consolidated financial position, 
    consolidated results of operations, or liquidity. 

    On May 19, 2004, the FASB issued Staff Position No. FAS 106-2, "Accounting 
    and Disclosure Requirements Related to the Medicare Prescription Drug, 
    Improvement and Modernization Act of 2003", ("FSP No. 106-2").  The above 
    Act introduces a prescription drug benefit under Medicare as well as a 
    federal subsidy to sponsors of retiree health care benefit plans that 
    provide a benefit that is at least actuarially equivalent to Medicare Part 
    D.  FSP No. 106-2 is effective for the first interim period beginning after 
    June 15, 2004 and provides that an employer shall measure the accumulated 
    plan benefit obligation ("APBO") and net periodic postretirement benefit 
    cost taking into account any subsidy received under the Act.  As of 
    September 30, 2004, the company's measurements of both the APBO and the net 
    postretirement benefit cost do not reflect any amounts associated with the 
    subsidy because the company has not yet been able to conclude whether the 
    benefits provided by its postretirement medical plan are actuarially 
    equivalent to Medicare Part D under the Act.



<PAGE> 13



I
tem 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.

Overview
--------

For the three months ended September 30, 2004, the company reported net 
income of $25.2 million, or $.07 per diluted share, compared with $56.2 
million, or $.17 per share, for the three months ended September 30, 2003.  
During the quarter ended September 30, 2004, the company's results of 
operations were affected by two significant items.

During the quarter, the U.S. Congressional Joint Committee on Taxation 
approved an income tax refund to the company related to the settlement of 
tax audit issues dating from the mid-1980s.  The refund, including interest, 
is approximately $40 million.  After payment of related state taxes, the 
company expects a net cash refund of approximately $30 million by the end of 
2004 or in early 2005.  As a result of the resolution of these audit issues, 
the company has recorded favorable adjustments to its existing tax liability 
reserves, which resulted in an after-tax benefit of $68.2 million, or $.20 
per diluted share, to net income in the third quarter of 2004.

In addition, as part of its ongoing efforts to reduce its cost base and 
enhance its administrative efficiency, on September 30, 2004, the company 
consolidated facility space and committed to a reduction in global headcount 
of about 1,400 employees, primarily in general and administrative areas.  
These actions resulted in an after-tax charge to earnings of $60 million, or 
$.18 per share, in the third quarter of 2004.  The company anticipates these 
actions will yield approximately $70 million of annualized cost savings on a 
run-rate basis by the end of 2005.  The company anticipates cash 
requirements for these actions of about $85 million, mostly in year 2005, 
before the effect of cash savings from these actions and the tax refund.

The current quarter results were also impacted by pretax pension expense of 
$23.5 million compared with pretax pension income of $8.5 million in the 
year-ago quarter as well as lower margins in the outsourcing business.

Results of Operations
---------------------

Total revenue for the quarter ended September 30, 2004 was $1.45 billion, which 
was flat when compared with the quarter ended September 30, 2003.  Foreign 
currency translations had a 3% positive impact on revenue in the quarter when 
compared with the year-ago period.  In the current quarter, Services revenue 
increased 2% from the prior year and Technology revenue decreased 8% from the 
prior year.

U.S. revenue decreased 4% in the current quarter compared with the year-ago 
period and revenue in international markets was up 3% driven by increases in 
Europe and Pacific/Asia which were partially offset by declines in Latin 
America.  On a constant currency basis, international revenue declined 3% in the
quarter.

The company recorded $23.5 million of pension expense for the three months ended
September 30, 2004 compared with $8.5 million of pension income for the three 
months ended September 30, 2003.  The change was due to the following: (1) a 
decline in the discount rate used for the U.S. pension plan to 6.25% at December
31, 2003 from 6.75% at December 31, 2002, (2) an increase in amortization of net
unrecognized losses, (3) lower expected returns on plan assets due to 
amortization of the difference between the calculated value of plan assets and 
the fair value of plan assets, and (4) for international plans, declines in 
discount rates and currency translation.  The company records pension income or 
expense, as well as other employee-related costs such as FICA and medical 
insurance costs, in operating income in the following income statement 
categories: cost of sales; selling, general and administrative expenses; and 
research and development expenses.  The amount allocated to each income 
statement line is based on where the salaries of the active employees are 
charged.  The company currently expects to report pension expense of 
approximately $90 - $95 million in 2004 compared with pension income of $22.6 
million in 2003.

Total gross profit margin was 23.6% in the third quarter of 2004 compared with 
29.3% in the year-ago period.  The change principally reflected a $28.1 million 
charge in the current quarter relating to the cost reduction actions, lower 
margins in the outsourcing business due to higher costs in the current period 
relating principally to modification of two agreements, as well as pension 
expense of $17.1 million in the current quarter compared with pension income of 
$1.7 million in the year-ago quarter.


<PAGE> 14

For the three months ended September 30, 2004, selling, general and 
administrative expenses were $303.7 million (21.0% of revenue) compared with 
$251.0 million (17.3% of revenue) for the three months ended September 30, 2003.
The increase principally reflected a $50.2 million charge in the current quarter
relating to the cost reductions actions, as well as pension expense of $4.4 
million in the current year compared with $3.2 million of pension income in the 
year-ago period.

Research and development ("R&D") expense was $75.3 million compared with $68.2 
million a year ago.  The company continues to invest in high-end Cellular 
MultiProcessing server technology and in key programs within its industry 
practices.  R&D in the current period includes a charge relating to the cost 
reductions actions of $8.4 million as well as $2.0 million of pension expense 
compared with pension income of $3.6 million in the year-ago period.

For the third quarter of 2004, the company reported an operating income (loss) 
percent of (2.6%) compared with 7.3% for the third quarter of 2003.  The change 
principally reflected a charge relating to the cost reductions actions of $86.7 
million in the current quarter as well as pension expense of $23.5 million in 
the current quarter compared with pension income of $8.5 million in the year-ago
period.

Interest expense for the three months ended September 30, 2004 was $16.2 million
compared with $17.2 million for the three months ended September 30, 2003.

Other income (expense), net was an expense of $3.0 million in the current 
quarter compared with an expense of $4.7 million in the year-ago quarter.

Income before income taxes was a loss of $57.2 million in the third quarter of 
2004 compared with $84.0 million income last year.  The provision for income 
taxes was a benefit of $82.4 million in the current period compared with a 
provision of $27.8 million in the year-ago period.  The current period includes 
a benefit of $68.2 million related to the tax refund as well as a $22.0 million 
benefit related to the cost reduction charge.  Included in the $22.0 million tax
benefit on the cost reduction action is an increase in valuation allowances on 
deferred tax assets of approximately $7 million related to countries where the 
company has assessed the realization of the tax benefits to be less than likely.

For the nine months ended September 30, 2004, the company reported net income of
$73.5 million, or $.22 per diluted share, compared with $147.2 million, or $.44 
per diluted share, for the nine months ended September 30, 2003.

Total revenue for the nine months ended September 30, 2004 was $4.30 billion, up
1% from revenue of $4.27 billion for the nine months ended September 30, 2003.  
Foreign currency translations had a 5% positive impact on revenue in the nine 
months when compared with the year-ago period.  In the current nine-month 
period, Services revenue increased 2% and Technology revenue decreased 6%.

U.S. revenue decreased 2% in the current nine-month period compared with the 
year-ago period.  Revenue in international markets increased 3% driven by an 
increase in Europe which was partially offset by declines in other international
regions.  On a constant currency basis, international revenue declined 6% in the
nine months ended September 30, 2004.

Pension expense for the nine months ended September 30, 2004 was $70.5 million 
compared with $22.8 million of pension income for the nine months ended 
September 30, 2003.

Total gross profit margin was 25.6% in the nine months ended September 30, 2004 
compared with 28.2% in the year-ago period.  The change principally reflected a 
$28.1 million charge relating to the cost reduction actions in the current nine-
month period as well as pension expense of $50.4 million in the current period 
compared with pension income of $4.4 million in the year-ago period.

For the nine months ended September 30, 2004, selling, general and 
administrative expenses were $837.8 million (19.5% of revenue) compared with 
$737.1 million (17.2% of revenue) for the nine months ended September 30, 2003.
Selling, general and administrative expenses in the current period includes a 
$50.2 million charge relating to the cost reduction actions as well as $14.1 
million of pension expense compared with pension income of $7.6 million in the 
year-ago period.


<PAGE> 15

R&D expense for the nine months ended September 30, 2004 was $218.1 million 
compared with $198.7 million a year ago.  R&D in the current period includes an 
$8.4 million charge relating to the cost reduction actions as well as $6.0 
million of pension expense compared with pension income of $10.8 million in the 
year-ago period.

For the nine months ended September 30, 2004, the company reported an operating 
income percent of 1.0% compared with 6.3% for the nine months ended September 
30, 2003.  The change principally reflected an $86.7 million charge relating to 
the cost reduction actions in the current nine-month period as well as pension 
expense of $70.5 million in the current period compared with pension income of 
$22.8 million in the year-ago period.

Interest expense for the nine months ended September 30, 2004 was $51.4 million 
compared with $51.3 million for the nine months ended September 30, 2003.

Other income (expense), net was income of $21.6 million in the current nine-
month period compared with income of $2.5 million in the year-ago period.  The 
increase in income was principally due to foreign exchange losses of $3.4 
million in the current year compared with losses of $15.0 million in the prior-
year period as well as $4.7 million income in the current period related to 
minority shareholders' portion of the cost reduction charge of a 51% owned 
subsidiary which is fully consolidated by the company.

Income before income taxes was $13.9 million in the nine months ended September 
30, 2004 compared with $219.7 million last year.  The provision for income taxes
was a benefit of $59.6 million in the current period compared with a provision 
of $72.5 million in the year-ago period.  The current nine-month period includes
a benefit of $68.2 million related to the tax refund as well as a $22.0 million 
benefit related to the cost reduction charge.

For 2005, pension expense cannot be reliably estimated until after December 31,
2004 when the actual amount of pension plan assets is known and the discount 
rate can be determined.  However, based on 2004 stock market performance 
expectations as well as the long-term interest rate environment, the company's 
U.S. pension expense could increase by as much as 100-200% from an expected 2004
level of $38 million.  Currently the company estimates approximately $56 million
of expense for all other defined benefit pension plans for 2004; current 
estimates indicate slightly higher 2005 expense for these plans.

Despite the estimated increase in 2005 pension expense, in accordance with 
regulations governing contributions to U.S. defined benefit pension plans, the 
company currently expects that it will not be required to fund its U.S. 
qualified defined benefit pension plan in 2005.  The company also currently 
expects that cash contributions to its other defined benefit pension plans will 
be somewhat higher than in 2004.

The 2005 pension estimates mentioned above are preliminary and can vary 
significantly from actual amounts.  The 2005 pension expense will be determined 
in January 2005 when the December 31, 2004 employee levels, pension plan assets 
and discount rates are known.


Segment results
---------------

The company has two business segments:  Services and Technology.  Revenue 
classifications are as follows:  Services - consulting and systems integration, 
outsourcing, infrastructure services, and core maintenance; Technology - 
enterprise-class servers and specialized technologies.  The accounting policies 
of each business segment are the same as those followed by the company as a 
whole.  Intersegment sales and transfers are priced as if the sales or transfers
were to third parties.  Accordingly, the Technology segment recognizes 
intersegment revenue and manufacturing profit on hardware and software shipments
to customers under Services contracts.  The Services segment, in turn, 
recognizes customer revenue and marketing profit on such shipments of company 
hardware and software to customers.  The Services segment also includes the sale
of hardware and software products sourced from third parties that are sold to 
customers through the company's Services channels.  In the company's 
consolidated statements of income, the manufacturing costs of products sourced 
from the Technology segment and sold to Services customers are reported in cost 
of revenue for Services.

Also included in the Technology segment's sales and operating profit are sales 
of hardware and software sold to the Services segment for internal use in 
Services engagements.  The amount of such profit included in operating income of
the Technology segment for the three months ended September 30, 2004 and 2003, 
was $7.2 million and $6.7 million, respectively.  The profit on these 
transactions is eliminated in Corporate.


<PAGE> 16

The company evaluates business segment performance on operating income exclusive
of restructuring charges and unusual and nonrecurring items, which are included 
in Corporate.  All other corporate and centrally incurred costs are allocated to
the business segments based principally on revenue, employees, square footage or
usage.  Therefore, the comparisons below exclude the cost reduction items 
discussed above.

Information by business segment is presented below (in millions of dollars):
                                                                     
                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
September 30, 2004
------------------
Customer revenue          $1,445.7                  $1,147.1    $298.6
Intersegment                           $(63.6)           5.2      58.4
                          --------     -------      --------    ------
Total revenue             $1,445.7     $(63.6)      $1,152.3    $357.0
                          ========     =======      ========    ======

Gross profit percent          23.6%                     16.2%     51.0%
                          ========                  ========    ======
Operating income (loss)
     percent                  (2.6)%                    (0.2)%    13.9%
                          ========                  ========    ======
Three Months Ended
September 30, 2003
------------------
Customer revenue          $1,449.7                  $1,124.3    $325.4
Intersegment                           $( 66.4)          7.3      59.1
                          --------     -------      --------    ------
Total revenue             $1,449.7     $( 66.4)     $1,131.6    $384.5
                          ========     =======      ========    ======
Gross profit percent          29.3%                     19.8%     53.1%
                          ========                  ========    ======
Operating income
     percent                   7.3%                      3.9%     16.5%
                          ========                  ========    ======

Gross profit percent and operating income percent are as a percent of total 
revenue.

In the Services segment, customer revenue was $1.15 billion for the three months
ended September 30, 2004, compared with $1.12 billion for the three months ended
September 30, 2003.  Foreign currency translations had about a 3% positive 
impact on Services revenue in the quarter when compared with the year-ago 
period.  Consulting and systems integration revenue grew 6% ($403 million in 
2004 compared with $379 million in 2003) and outsourcing revenue grew 4% ($412 
million in 2004 compared with $396 million in 2003).  These increases were 
partially offset by a 2% decline in core maintenance revenue ($139 million in 
2004 compared with $142 million in 2003) and a 7% decline in infrastructure 
services revenue ($193 million in 2004 compared with $207 million in 2003).

Services gross profit was 16.2% for the three months ended September 30, 2004 
compared with 19.8% in the year-ago period.  This change was principally due to 
the impact of pension expense of $16.7 million in the current quarter compared 
with pension income of $1.0 million in the year-ago period as well as higher 
costs in the current period relating to modifications of two outsourcing 
agreements.  Services operating income percent was (0.2)% for the three months 
ended September 30, 2004 compared with 3.9% last year.  The principal reason for
the decline in operating income was due to the impact of pension accounting.  In
the current period, operating profit included $20.6 million of pension expense 
compared with pension income of $3.9 million in the year-ago quarter.  The 
remaining reason for the decline in operating income related to modifications of
two outsourcing agreements, which resulted in higher current-period cost and a 
write down to net realizable value of certain outsourcing assets related to such
agreements.


<PAGE> 17

In the Technology segment, customer revenue was $299 million for the three 
months ended September 30, 2004, down 8% compared with $325 million for the 
three months ended September 30, 2003.  Foreign currency translations had about 
a 3% positive impact on Technology revenue in the quarter when compared with the
year-ago period.  The decrease in revenue was due to a 35% decrease in sales of 
specialized technology products ($49 million in 2004 compared with $75 million 
in 2003).  Sales of enterprise-class servers were flat at $249.6 million 
compared with the year-ago period.  The decrease in specialized technology 
revenue was caused by lower sales of semiconductor test systems and payment 
systems.  Sales of these systems can vary significantly from quarter to quarter 
depending on customer needs.  Technology gross profit was 51.0% for the three 
months ended September 30, 2004 compared with 53.1% in the year-ago period, and 
Technology operating income percent was 13.9% for the three months ended 
September 30, 2004 compared with 16.5% last year.  The gross profit decrease 
primarily reflected a lower proportion of higher-margin products within the 
specialized technology product line.  The decline in operating income percent 
was principally due to pension expense of $2.9 million in the current period 
compared with pension income of $4.6 million in the prior-year period.

New Accounting Pronouncements
-----------------------------

In January 2003, the Financial Accounting Standards Board ("FASB") issued 
interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, 
an interpretation of ARB 51."  The primary objectives of this interpretation are
to provide guidance on the identification of entities for which control is 
achieved through means other than through voting rights ("variable interest 
entities") and how to determine when and which business enterprise (the "primary
beneficiary") should consolidate the variable interest entity.  This new model 
for consolidation applies to an entity in which either (i) the equity investors 
(if any) do not have a controlling financial interest, or (ii) the equity 
investment at risk is insufficient to finance that entity's activities without 
receiving additional subordinated financial support from other parties.  In 
addition, FIN 46 requires that the primary beneficiary, as well as all other 
enterprises with a significant variable interest in a variable interest entity, 
make additional disclosures. Certain disclosure requirements of FIN 46 were 
effective for financial statements issued after January 31, 2003.  In December 
2003, the FASB issued FIN 46 (revised December 2003), "Consolidation of Variable
Interest Entities" ("FIN 46-R") to address certain FIN 46 implementation issues.

The provisions of FIN 46 were applicable for variable interests in entities 
obtained after January 31, 2003.  The adoption of the provisions applicable to 
special purpose entities ("SPE") and all other variable interests obtained after
January 31, 2003 did not have a material impact on the company's consolidated 
financial position, consolidated results of operations, or liquidity.

Effective March 31, 2004, the company adopted the provisions of FIN 46-R 
applicable to Non-SPEs created prior to February 1, 2003.  Adoption of FIN 46-R 
had no impact on the company's consolidated financial position, consolidated 
results of operations, or liquidity.

On May 19, 2004, the FASB issued Staff Position No. FAS 106-2, "Accounting and 
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement 
and Modernization Act of 2003", ("FSP No. 106-2").  The above Act introduces a 
prescription drug benefit under Medicare as well as a federal subsidy to 
sponsors of retiree health care benefit plans that provide a benefit that is at 
least actuarially equivalent to Medicare Part D.  FSP No. 106-2 is effective for
the first interim period beginning after June 15, 2004 and provides that an 
employer shall measure the accumulated plan benefit obligation ("APBO") and net 
periodic postretirement benefit cost taking into account any subsidy received 
under the Act.  As of September 30, 2004, the company's measurements of both the
APBO and the net postretirement benefit cost do not reflect any amounts 
associated with the subsidy because the company has not yet been able to 
conclude whether the benefits provided by its postretirement medical plan are 
actuarially equivalent to Medicare Part D under the Act.


Financial Condition
-------------------

Cash and cash equivalents at September 30, 2004 were $573.7 million compared 
with $635.9 million at December 31, 2003.

During the nine months ended September 30, 2004, cash provided by operations was
$213.2 million compared with $162.1 million for the nine months ended September 
30, 2003.  Operating cash flow increased principally due to lower expenditures 
on prior-year restructuring and improved working capital management.  Cash 
expenditures in the nine months ended September 30, 2004 related to prior-year 
restructuring charges (which are included in operating activities) were 
approximately $10 million compared with $51 million for the prior-year period.  
Cash expenditures for the 2004 cost reduction actions are expected to be 
approximately $3 million for the remainder of 2004 and $82 million in total for 
all subsequent years (primarily in 2005), principally for work-force reductions.


<PAGE> 18

Cash used for investing activities for the nine months ended September 30, 2004 
was $303.8 million compared with $326.4 million during the nine months ended 
September 30, 2003.  The decrease in cash used was principally due to net 
purchases of investments of $4.0 million in the current period compared with net
purchases of $37.1 million in the prior-year period.  In addition, the current 
period investment in marketable software was $88.8 million compared with $109.4 
million in the prior-year.  Capital additions were $192.4 million for the nine 
months ended September 30, 2004 compared with $177.9 million in the prior-year 
period.  The increase in current year capital expenditures was principally 
related to the move of the company's Federal headquarters into a new facility.  
Cash expenditures for purchases of businesses was $18.6 million for the nine 
months ended September 30, 2004 compared with $2.0 million in the prior year.

Cash provided by financing activities during the nine months ended September 30,
2004 was $27.6 million compared with $253.5 million in the prior year.  The 
prior period includes net proceeds from issuance of long-term debt of $293.3 
million in connection with the company's issuance in March 2003 of $300 million 
of 6 7/8% senior notes due 2010.

At September 30, 2004 and December 31, 2003, total debt was $1.1 billion.

The company has a $500 million credit agreement that expires in May 2006.  As of
September 30, 2004, there were no borrowings under this facility, and the entire
$500 million was available for borrowings.   Borrowings under the agreement bear
interest based on the then-current LIBOR or prime rates and the company's credit
rating.  The credit agreement contains financial and other covenants, including 
maintenance of certain financial ratios, a minimum level of net worth and 
limitations on certain types of transactions, which could reduce the amount the 
company is able to borrow.  Events of default under the credit agreement include
failure to perform covenants, material adverse change, change of control and 
default under other debt aggregating at least $25 million.  If an event of 
default were to occur under the credit agreement, the lenders would be entitled 
to declare all amounts borrowed under it immediately due and payable.  The 
occurrence of an event of default under the credit agreement could also cause 
the acceleration of obligations under certain other agreements and the 
termination of the company's U.S. trade accounts receivable facility, described 
below.

In addition, the company and certain international subsidiaries have access to 
certain uncommitted lines of credit from various banks.  Other sources of short-
term funding are operational cash flows, including customer prepayments, and the
company's U.S. trade accounts receivable facility.  Using this facility, the 
company sells, on an on-going basis, up to $225 million of its eligible U.S. 
trade accounts receivable through a wholly owned subsidiary, Unisys Funding 
Corporation I.  The facility is renewable annually at the purchasers' option and
expires in December 2006.  At both September 30, 2004 and December 31, 2003, the
company had sold $225 million of eligible receivables.

At September 30, 2004, the company has met all covenants and conditions under 
its various lending and funding agreements.  Since the company believes that it 
will continue to meet these covenants and conditions, the company believes that 
it has adequate sources and availability of short-term funding to meet its 
expected cash requirements.

The company may, from time to time, redeem, tender for, or repurchase its 
securities in the open market or in privately negotiated transactions depending 
upon availability, market conditions and other factors.

The company has on file with the Securities and Exchange Commission a 
registration statement covering $1.2 billion of debt or equity securities, which
enables the company to be prepared for future market opportunities.

At September 30, 2004, the company had deferred tax assets in excess of deferred
tax liabilities of $2,073 million.  For the reasons cited below, management 
determined that it is more likely than not that $1,609 million of such assets 
will be realized, therefore resulting in a valuation allowance of $464 million.

The American Jobs Creation Act of 2004 extends the excess foreign tax credit 
carryforward period from five to ten years and limits the carryback period to 
one year.  This should provide the company with more opportunities to fully 
utilize its foreign tax credits.


<PAGE> 19

The company evaluates quarterly the realizability of its deferred tax assets 
and adjusts the amount of the related valuation allowance, if necessary.  The 
factors used to assess the likelihood of realization are the company's forecast 
of future taxable income, and available tax planning strategies that could be 
implemented to realize deferred tax assets. Approximately $4.9 billion of 
future taxable income (predominantly U.S.) is needed to realize all of the net 
deferred tax assets.  Failure to achieve forecasted taxable income might affect 
the ultimate realization of the net deferred tax assets.  See "Factors That May 
Affect Future Results" below.

Stockholders' equity increased $142.4 million during the nine months ended 
September 30, 2004, principally reflecting net income of $73.5 million, $47.2 
million for issuance of stock under stock option and other plans, $3.6 million 
of tax benefits related to employee stock plans and currency translation of 
$13.1 million.

At December 31 of each year, accounting rules require a company to recognize a 
liability on its balance sheet for each defined benefit pension plan if the fair
value of the assets of that pension plan is less than the present value of the 
pension obligation (the accumulated benefit obligation, or "ABO").  This 
liability is called a "minimum pension liability."  Concurrently, any existing 
prepaid pension asset for the pension plan must be removed.  These adjustments 
are recorded as a charge in "accumulated other comprehensive income (loss)" in 
stockholders' equity.  If at any future year-end, the fair value of the pension 
plan assets exceeds the ABO, the charge to stockholders' equity would be 
reversed for such plan.  Alternatively, if the fair market value of pension plan
assets experiences further declines or the discount rate is reduced, additional 
charges to accumulated other comprehensive income (loss) may be required at a 
future year-end.

At December 31, 2002, for all of the company's defined benefit pension plans, 
the ABO exceeded the fair value of pension plan assets.  At December 31, 2003, 
the difference between the ABO and the fair value of pension plan assets 
decreased.  As a result, at December 31, 2003, the company adjusted its minimum 
pension liability as follows:  decreased its pension plan liabilities by 
approximately $300 million, increased its investments at equity by approximately
$6 million relating to the company's share of the change in NUL's minimum 
pension liability, decreased prepaid pension asset by $56 million, and offset 
these changes by a credit to other comprehensive income of approximately $250 
million, or $165 million net of tax.

This accounting has no effect on the company's net income, liquidity or cash 
lows.  Financial ratios and net worth covenants in the company's credit 
agreements and debt securities are unaffected by charges or credits to 
stockholders' equity caused by adjusting a minimum pension liability.

In accordance with regulations governing contributions to U.S. defined benefit 
pension plans, the company is not required to fund its U.S. qualified defined 
benefit plan in 2004.  The company expects to make cash contributions of 
approximately $66 million to its other defined benefit pension plans during 
2004.

Factors That May Affect Future Results
--------------------------------------

From time to time, the company provides information containing "forward-looking"
statements, as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements provide current expectations of future events and 
include any statement that does not directly relate to any historical or current
fact. Words such as "anticipates," "believes," "expects," "intends," "plans," 
"projects" and similar expressions may identify such forward-looking statements.
All forward-looking statements rely on assumptions and are subject to risks, 
uncertainties and other factors that could cause the company's actual results to
differ materially from expectations.  Statements in this report concerning 
anticipated savings from cost reduction actions are subject to the risk that the
company may not implement the headcount reductions as quickly or as fully as 
currently planned.  Other factors that could affect future results include, but 
are not limited to, those discussed below. Any forward-looking statement speaks 
only as of the date on which that statement is made. The company assumes no 
obligation to update any forward-looking statement to reflect events or 
circumstances that occur after the date on which the statement is made.


<PAGE> 20

The company's business is affected by changes in general economic and business 
conditions. The company continues to face a highly competitive business 
environment and economic weakness in certain geographic regions.  In this 
environment, many organizations are delaying planned purchases of information 
technology products and services. If the level of demand for the company's 
products and services declines in the future, the company's business could be 
adversely affected. The company's business could also be affected by acts of 
war, terrorism or natural disasters. Current world tensions could escalate and 
this could have unpredictable consequences on the world economy and on our 
business.

The information services and technology markets in which the company operates 
include a large number of companies vying for customers and market share both 
domestically and internationally.  The company's competitors include consulting 
and other professional services firms, systems integrators, outsourcing 
providers, infrastructure services providers, computer hardware manufacturers 
and software providers. Some of the company's competitors may develop competing 
products and services that offer better price performance or that reach the
market in advance of the company's offerings. Some competitors also have or may 
develop greater financial and other resources than the company, with enhanced 
ability to compete for market share, in some instances through significant 
economic incentives to secure contracts. Some also may be better able to compete
for skilled professionals. Any of these factors could have an adverse effect on 
the company's business. Future results will depend on the company's ability to 
mitigate the effects of aggressive competition on revenues, pricing and margins 
and on the company's ability to attract and retain talented people.

The company operates in a highly volatile industry characterized by rapid 
technological change, evolving technology standards, short product life cycles 
and continually changing customer demand patterns. Future success will depend in
part on the company's ability to anticipate and respond to these market trends 
and to design, develop, introduce, deliver or obtain new and innovative products
and services on a timely and cost-effective basis. The company may not be 
successful in anticipating or responding to changes in technology, industry 
standards or customer preferences, and the market may not demand or accept its 
services and product offerings. In addition, products and services developed by 
competitors may make the company's offerings less competitive.

The company's future results will depend in part on its ability to grow 
outsourcing and infrastructure services.  The company's outsourcing contracts 
are multiyear engagements under which the company takes over management of a 
client's technology operations, business processes or networks.  The company 
will need to maintain a strong financial position in order to grow its 
outsourcing business.  In a number of these arrangements, the company hires 
certain of its clients' employees and may become responsible for the related 
employee obligations, such as pension and severance commitments.  In addition, 
system development activity on outsourcing contracts may require the company to 
make significant upfront investments.

As long-term relationships, outsourcing contracts provide a base of recurring 
revenue.  However, outsourcing contracts are highly complex, and can involve the
design, development, implementation and operation of new solutions and the 
transitioning of clients from their existing business processes to the new 
environment.  In the early phases of these contracts, gross margins may be lower
than in later years when an integrated solution has been implemented, the 
duplicate costs of transitioning from the old to the new system have been 
eliminated and the work force and facilities have been rationalized for 
efficient operations.  Future results will depend on the company's ability to 
effectively and timely complete these implementations, transitions and 
rationalizations.

Future results will also depend in part on the company's ability to drive 
profitable growth in consulting and systems integration.  The company's ability 
to grow profitably in this business will depend in part on an improvement in 
economic conditions and a pick-up in demand for systems integration projects. It
will also depend on the success of the actions the company has taken to enhance 
the skills base and management team in this business and to refocus the business
on integrating best-of-breed, standards-based solutions to solve client needs. 
In addition, profit margins in this business are largely a function of the rates
the company is able to charge for services and the chargeability of its 
professionals. If the company is unable to maintain the rates it charges or 
appropriate chargeability for its professionals, profit margins will suffer.  
The rates the company is able to charge for services are affected by a number of
factors, including clients' perception of the company's ability to add value 
through its services; introduction of new services or products by the company or
its competitors; pricing policies of competitors; and general economic 
conditions. Chargeability is also affected by a number of factors, including the
company's ability to transition employees from completed projects to new 
engagements, and its ability to forecast demand for services and thereby 
maintain an appropriate head count.


<PAGE> 21

Future results will also depend, in part, on market acceptance of the company's 
high-end enterprise servers. In its technology business, the company is focusing
its resources on high-end enterprise servers based on its Cellular 
MultiProcessing (CMP) architecture. The company's CMP servers are designed to 
provide mainframe-class capabilities with compelling price-performance by making
use of standards-based technologies such as Intel chips and Microsoft operating 
system software. The company has transitioned both its legacy ClearPath servers 
and its Intel-based ES7000s to the CMP platform, creating a common platform for 
all the company's high-end server lines. Future results will depend, in part, on
customer acceptance of the new CMP-based ClearPath Plus systems and the 
company's ability to maintain its installed base for ClearPath and to develop 
next-generation ClearPath products that are purchased by the installed base. In 
addition, future results will depend, in part, on the company's ability to 
generate new customers and increase sales of the Intel-based ES7000 line. The 
company believes there is significant growth potential in the developing market 
for high-end, Intel-based servers running Microsoft and Linux operating system 
software. However, competition in these new markets is likely to intensify in 
coming years, and the company's ability to succeed will depend on its ability to
compete effectively against enterprise server competitors with more substantial 
resources and its ability to achieve market acceptance of the ES7000 technology 
by clients, systems integrators, and independent software vendors.

A number of the company's long-term contracts for infrastructure services, 
outsourcing, help desk and similar services do not provide for minimum 
transaction volumes. As a result, revenue levels are not guaranteed. In 
addition, some of these contracts may permit termination or may impose other 
penalties if the company does not meet the performance levels specified in the 
contracts.

Some of the company's systems integration contracts are fixed-priced contracts 
under which the company assumes the risk for delivery of the contracted services
and products at an agreed-upon fixed price. At times the company has experienced
problems in performing some of these fixed-price contracts on a profitable basis
and has provided periodically for adjustments to the estimated cost to complete 
them.  Future results will depend on the company's ability to perform these 
services contracts profitably.

The company frequently enters into contracts with governmental entities. Risks 
and uncertainties associated with these government contracts include the 
availability of appropriated funds and contractual provisions that allow 
governmental entities to terminate agreements at their discretion before the end
of their terms.

The success of the company's business is dependent on strong, long-term client 
relationships and on its reputation for responsiveness and quality. As a result,
if a client is not satisfied with the company's services or products, its 
reputation could be damaged and its business adversely affected. In addition, if
the company fails to meet its contractual obligations, it could be subject to 
legal liability, which could adversely affect its business, operating results 
and financial condition.

The company has commercial relationships with suppliers, channel partners and 
other parties that have complementary products, services or skills. Future 
results will depend, in part, on the performance and capabilities of these third
parties, on the ability of external suppliers to deliver components at 
reasonable prices and in a timely manner, and on the financial condition of, and
the company's relationship with, distributors and other indirect channel 
partners. 

Approximately 54% of the company's total revenue derives from international 
operations. The risks of doing business internationally include foreign currency
exchange rate fluctuations, changes in political or economic conditions, trade 
protection measures, import or export licensing requirements, multiple and 
possibly overlapping and conflicting tax laws, and weaker intellectual property 
protections in some jurisdictions.

The company cannot be sure that its services and products do not infringe on the
intellectual property rights of third parties, and it may have infringement 
claims asserted against it or against its clients. These claims could cost the 
company money, prevent it from offering some services or products, or damage its
reputation.




<PAGE> 22


I
tem 4.   Controls and Procedures
---------------------------------

The company's management, with the participation of the company's Chief 
Executive Officer and Chief Financial Officer, has evaluated the effectiveness 
of the company's disclosure controls and procedures as of September 30, 2004.  
Based on this evaluation, the company's Chief Executive Officer and Chief 
Financial Officer concluded that the company's disclosure controls and 
procedures are effective for gathering, analyzing and disclosing the information
the company is required to disclose in the reports it files under the Securities
Exchange Act of 1934, within the time periods specified in the SEC's rules and 
forms.  Such evaluation did not identify any change in the company's internal 
control over financial reporting that occurred during the quarter ended 
September 30, 2004 that has materially affected, or is reasonably likely to 
materially affect, the company's internal control over financial reporting. 



Part II - OTHER INFORMATION
-------   -----------------


Item 5.   Other Information
-------   -----------------

(a)  The company's independent auditor, Ernst & Young LLP (E&Y), has recently 
notified the SEC, the Public Company Accounting Oversight Board and the audit 
committee of the company's board of directors that certain non-audit work it 
has performed in China has raised questions regarding E&Y's independence with 
respect to its performance of audit services for the company.

During the period from January 2001 to July 2003, E&Y performed tax calculation 
and tax preparation services for certain of the company's subsidiaries in China 
and Taiwan for fees aggregating approximately $48,000 over the period.  E&Y 
disclosed that, in the course of providing these services, its affiliates in 
China held tax related funds of the subsidiaries and paid such funds to the 
applicable tax authorities in settlement of the relevant taxes.  Having custody 
of the assets of an audit client is not permitted under the auditor independence
rules in Regulation S-X of the SEC.  E&Y discontinued this handling of funds in 
mid 2003.

The company's audit committee and E&Y have considered the impact that the 
holding and paying of these funds may have had on E&Y's independence with 
respect to the company, and each has concluded that there has been no impairment
of E&Y's independence.  In making this determination, the company's audit 
committee considered the ministerial nature of the actions, that the 
subsidiaries involved were not material to the consolidated financial statements
of the company and that neither the amount of associated fees received by E&Y 
nor the amount of funds involved was significant.  In addition, E&Y has informed
the company that none of its personnel involved in providing these tax services 
performed any audit or audit-related services for the company.



Item 6.   Exhibits
-------   --------

          See Exhibit Index


<PAGE> 23



                               SIGNATURES
                               ----------



     Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.

                                              UNISYS CORPORATION

Date: October 22, 2004                      By: /s/ Janet M. Brutschea Haugen
                                                -----------------------------
                                                Janet M. Brutschea Haugen
                                                Senior Vice President and 
                                                Chief Financial Officer 
                                                (Principal Financial Officer)


                                             By: /s/ Carol S. Sabochick
                                                 ----------------------
                                                 Carol S. Sabochick
                                                 Vice President and 
                                                 Corporate Controller
                                                 (Chief Accounting Officer)



<PAGE>


                             EXHIBIT INDEX

Exhibit
Number                        Description
-------                       -----------
3.1      Restated Certificate of Incorporation of Unisys Corporation 
         (incorporated by reference to Exhibit 3.1 to the registrant's 
         Quarterly Report on Form 10-Q for the quarterly period ended 
         September 30, 1999)

3.2      Bylaws of Unisys Corporation, as amended through April 22, 2004 
         (incorporated by reference to Exhibit 3 to the registrant's Quarterly 
         Report on Form 10-Q for the quarterly period ended March 31, 2004)

12       Statement of Computation of Ratio of Earnings to Fixed Charges

31.1     Certification of Lawrence A. Weinbach required by Rule 13a-14(a)
         or Rule 15d-14(a)

31.2     Certification of Janet Brutschea Haugen required by Rule 13a-14(a)
         or Rule 15d-14(a)

32.1     Certification of Lawrence A. Weinbach required by Rule 13a-14(b)
         or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002,
         18 U.S.C. Section 1350

32.2     Certification of Janet Brutschea Haugen required by Rule 13a-14(b)
         or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002,
         18 U.S.C. Section 1350









                                                        Exhibit 12

                             UNISYS CORPORATION
       COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
                               ($ in millions)

                                

                                  Nine             
                                  Months     
                                  Ended          Years Ended December 31
                                  Sept. 30, --------------------------------
                                  2004      2003   2002   2001   2000   1999   
                                  --------  ----   ----   ----   ----   ----   
Fixed charges
Interest expense                  $  51.4  $ 69.6 $ 66.5 $ 70.0 $ 79.8 $127.8  
Interest capitalized during 
  the period                         12.0    14.5   13.9   11.8   11.4    3.6  
Amortization of debt issuance
  expenses                            2.6     3.8    2.6    2.7    3.2    4.1  
Portion of rental expense
  representative of interest         41.4    55.2   53.0   53.9   42.2   46.3  
                                   ------  ------ ------ ------ ------  -----  
    Total Fixed Charges             107.4   143.1  136.0  138.4  136.6  181.8  
                                   ------  ------ ------ ------ ------  -----
Earnings                             
Income (loss) from continuing
 operations before income taxes      13.9   380.5  332.8  (73.0) 348.5  751.7  
Add (deduct) the following:
 Share of loss (income) of
  associated companies              ( 6.1)  (16.2)  14.2   (8.6) (20.5)   8.9  
 Amortization of capitalized
  interest                            8.6    10.2    8.8    5.4    2.2     -   
                                   ------  ------ ------ ------ ------  -----
    Subtotal                         16.4   374.5  355.8  (76.2) 330.2  760.6  
                                   ------  ------ ------ ------ ------  -----

Fixed charges per above             107.4   143.1  136.0  138.4  136.6  181.8  
Less interest capitalized during
  the period                        (12.0)  (14.5) (13.9) (11.8) (11.4)  (3.6) 
                                   ------  ------ ------ ------ ------ ------
Total earnings                     $111.8  $503.1 $477.9 $ 50.4 $455.4 $938.8  
                                   ======  ====== ====== ====== ====== ======

Ratio of earnings to fixed 
  charges                            1.04    3.52   3.51     *    3.33   5.16  
                                   ======  ====== ====== ====== ======  =====

* Earnings for the year ended December 31, 2001 were inadequate to cover fixed 
charges by approximately $88 million.








                                                               Exhibit 31.1
                             CERTIFICATION

I, Lawrence A. Weinbach, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Unisys Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement 
of a material fact or omit to state a material fact necessary to make the 
statements made, in light of the circumstances under which such statements 
were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial 
information included in this report, fairly present in all material respects 
the financial condition, results of operations and cash flows of the 
registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for 
establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure 
controls and procedures to be designed under our supervision, to ensure that 
material information relating to the registrant, including its consolidated 
subsidiaries, is made known to us by others
 within those entities, 
particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls and 
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered 
by this report based on such evaluation; 

c. Disclosed in this report any change in the registrant's internal control 
over financial reporting that occurred during the registrant's most recent 
fiscal quarter that has materially affected, or is reasonably likely to 
materially affect, the registrant's internal control over financial reporting; 
and 

5.  The registrant's other certifying officer and I have disclosed, based on 
our most recent evaluation of internal control over financial reporting, to 
the registrant's auditors and the audit committee of registrant's board of 
directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or 
operation of internal control over financial reporting which are reasonably 
likely to adversely affect the registrant's ability to record, process, 
summarize and report financial information; and 

b. Any fraud, whether or not material, that involves management or other 
employees who have a significant role in the registrant's internal control 
over financial reporting.

Date: October 22, 2004                   /s/ Lawrence A. Weinbach 
                                         -------------------------
                                     Name:   Lawrence A. Weinbach
                                     Title:  Chairman and Chief 
                                             Executive Officer




                                                          Exhibit 31.2
                             CERTIFICATION

I, Janet Brutschea Haugen, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Unisys Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement 
of a material fact or omit to state a material fact necessary to make the 
statements made, in light of the circumstances under which such statements 
were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial 
information included in this report, fairly present in all material respects 
the financial condition, results of operations and cash flows of the 
registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for 
establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure 
controls and procedures to be designed under our supervision, to ensure that 
material information relating to the registrant, including its consolidated 
subsidiaries, is made known to us by others
 within those entities, 
particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls and 
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered 
by this report based on such evaluation; 

c. Disclosed in this report any change in the registrant's internal control 
over financial reporting that occurred during the registrant's most recent 
fiscal quarter that has materially affected, or is reasonably likely to 
materially affect, the registrant's internal control over financial reporting; 
and 

5.  The registrant's other certifying officer and I have disclosed, based on 
our most recent evaluation of internal control over financial reporting, to 
the registrant's auditors and the audit committee of registrant's board of 
directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or 
operation of internal control over financial reporting which are reasonably 
likely to adversely affect the registrant's ability to record, process, 
summarize and report financial information; and 

b. Any fraud, whether or not material, that involves management or other 
employees who have a significant role in the registrant's internal control 
over financial reporting.

Date: October 22, 2004                   /s/ Janet Brutschea Haugen 
                                            -------------------------
                                     Name:   Janet Brutschea Haugen
                                     Title:  Senior Vice President and
                                             Chief Financial Officer



Exhibit 32.1



                  CERTIFICATION OF PERIODIC REPORT

I, Lawrence A. Weinbach, Chairman and Chief Executive Officer of Unisys 
Corporation (the "Company"), certify, pursuant to Section 906 of the 
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)   the Quarterly Report on Form 10-Q of the Company for the quarterly 
period ended September 30, 2004 (the "Report") fully complies with the 
requirements of Section 13(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78m); and 

(2)   the information contained in the Report fairly presents, in all 
material respects, the financial condition and results of operations of 
the Company.


Dated: October 22, 2004

                     
               
/s/ Lawrence A. Weinbach
------------------------
Lawrence A. Weinbach
Chairman and Chief Executive Officer




A signed original of this written statement required by Section 906 has been 
provided to the Company and will be retained by the Company and furnished to 
the Securities and Exchange Commission or its staff upon request.





                                                                   Exhibit 32.2



                     CERTIFICATION OF PERIODIC REPORT

I, Janet Brutschea Haugen, Senior Vice President and Chief Financial 
Officer of Unisys Corporation (the "Company"), certify, pursuant to 
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, 
that:

(1)   the Quarterly Report on Form 10-Q of the Company for the quarterly 
period ended September 30, 2004 (the "Report") fully complies with the 
requirements of Section 13(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78m); and 

(2)   the information contained in the Report fairly presents, in all 
material respects, the financial condition and results of operations of 
the Company.


Dated: October 22, 2004

                     
               
/s/ Janet Brutschea Haugen
--------------------------
Janet Brutschea Haugen
Senior Vice President and 
Chief Financial Officer



A signed original of this written statement required by Section 906 has been 
provided to the Company and will be retained by the Company and furnished to 
the Securities and Exchange Commission or its staff upon request.