UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                    ________

                                    FORM 8-K/A

               AMENDMENT No. 1 to CURRENT REPORT, dated October 22, 2004,
                     Pursuant to Section 13 OR 15(d) of the
                        Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported)               December 22, 2004
________________________________________________________________________________

                               UNISYS CORPORATION
_______________________________________________________________________________
            (Exact Name of Registrant as Specified in its Charter)


   Delaware                           1-8729                    38-0387840
_______________________________________________________________________________
(State or Other              (Commission File Number)         (IRS Employer
Jurisdiction of                                             Identification No.)
Incorporation)


                                  Unisys Way,
                         Blue Bell, Pennsylvania  19424
_______________________________________________________________________________
              (Address of Principal Executive Offices)  (Zip Code)

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


Check the appropriate box below if the Form 8-K filing is intended to 
simultaneously satisfy the filing obligation of the registrant under any of 
the following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act 
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the 
     Exchange Act (17 CFR 240.14d-2(b)

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




<PAGE>



ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

            (a) In Item 5.02 of its Current Report on Form 8-K dated October 22,
2004, Unisys Corporation disclosed the election of Joseph W. McGrath as the 
company's President and Chief Executive Officer, effective January 1, 2005.  At 
that time, the company and Mr. McGrath had not yet entered into an employment 
agreement with respect to this position.  

On December 22, 2004, the company and Mr. McGrath signed an employment agreement
covering the terms and conditions of Mr. McGrath's employment as President and 
Chief Executive Officer for the period from January 1, 2005 through December 31,
2007.  The agreement provides for a minimum base salary of $900,000 per year, 
subject to periodic review by the Compensation Committee of the Board of 
Directors.  He is eligible to receive an annual bonus award at a target bonus 
level of not less than 100% of base salary.  The actual bonus payable, if any, 
will be determined by the Board in its sole discretion.  Pursuant to the 
agreement, Mr. McGrath was also awarded a stock option grant for 250,000 shares 
of Unisys common stock at an exercise price equal to the fair market value of 
Unisys stock on December 22, 2004.  Mr. McGrath is eligible to participate in 
the benefit programs generally made available to executive officers and is 
eligible to receive stock option and other long-term incentive awards under the 
company's long-term incentive plan.  If Mr. McGrath's employment is terminated 
under certain circumstances, the agreement provides for him to receive continued
payment of his base salary and annual bonus (in an amount equal to the average 
annual bonus paid to him for the three years preceding termination) for the 
remainder of the term, but not less than one year's compensation.  He will also 
be entitled to continued medical and dental coverage through the later of the 
term of the agreement or his attaining age 55, full vesting in outstanding 
awards under the company's long-term incentive plan, and continued benefit 
accrual under the company's Elected Officer Pension Plan through the remaining 
term of the agreement.  Any such salary and bonus payments made to Mr. McGrath 
will be reduced by the amount of any cash compensation he receives for services 
rendered to any entity other than Unisys.  A copy of the employment agreement is
filed as Exhibit 10 hereto.



ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS

            (c) See Item 1.01 above for a description of the employment 
agreement between the company and Joseph W. McGrath.

            (d) The company's Board of Directors has elected Mr. McGrath a 
director of the company, effective January 1, 2005.



ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

            (c) The following exhibit is being filed herewith:

                10   Agreement, dated December 22, 2004, between Unisys 
Corporation and Joseph W. McGrath.




<PAGE>

                                   SIGNATURE
                                   ---------


     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 hereunto duly authorized.


                                                     UNISYS CORPORATION


Date: December 22, 2004                           By: /s/ Nancy Straus Sundheim
                                                      -------------------------
                                                      Nancy Straus Sundheim
                                                      Senior Vice President,
                                                      General Counsel and 
                                                      Secretary






<PAGE>

                              EXHIBIT INDEX
                              -------------


Exhibit
No.
------

10    Agreement, dated December 22, 2004, between Unisys Corporation and 
      Joseph W. McGrath.








December 22, 2004 



Mr. Joseph W. McGrath
c/o Unisys Corporation
Unisys Way 
Blue Bell, Pennsylvania  19424


Dear Mr. McGrath:

You are presently employed by Unisys Corporation (the "Corporation") as 
President and Chief Operating Officer.  Effective January 1, 2005, you 
will become President and Chief Executive Officer of the Corporation.  
This letter agreement (the "Agreement") describes the terms and 
conditions of your employment with the Corporation on and after January 
1, 2005 and through December 31, 2007.  The effective date of this 
Agreement is January 1, 2005.  The provisions of this Agreement are as 
follows:

1.  Base Salary.  You will serve as President and Chief Executive 
Officer of the Corporation with a base salary at the annual rate of not 
less than $900,000 per year, effective January 1, 2005.  Your base 
salary level will be reviewed periodically by the Compensation Committee 
(the "Committee") of the Board of Directors or its successor.  

2.  Annual Bonus.  You will participate in the Executive Variable 
Compensation ("EVC") Plan (or any successor bonus plan) and your target 
will not be less than 100% of your annual paid salary.  The actual EVC 
paid to you, if any, will be determined by the Board of Directors in its 
sole discretion after
 receiving a recommendation from the Committee, and 
will be based on such factors as the Board and the Committee deem 
appropriate.  Your actual EVC payments, if any, will be made in cash at 
the time of the award, subject to your election to defer receipt of all 
or any portion of the EVC award in accordance with the terms of the 
Unisys Corporation Deferred Compensation Plan (or any successor deferred 
compensation program).  

3.  Long-Term Incentive Awards.  (a) On the date that this Agreement is 
executed both by you and by the Corporation, you will receive a stock 
option grant under the terms of the 2003 Unisys Long-Term Incentive and 
Equity Compensation Plan ("2003 LTIP")for 250,000 shares of Unisys 
common stock, which will vest 25% per year starting on the first 
anniversary of the date of grant.  The option price for this grant will 
be the Fair Market Value (as defined in the 2003 LTIP) of Unisys common 
stock on the date of grant.

       (b) You will be eligible to receive stock option awards under the 
terms of the 2003 LTIP, or any successor equity compensation plan, and 
will receive stock option awards in each year in which such awards are 
made to other executive officers generally.  You will also be eligible 
to receive long-term performance awards, restricted share (or restricted 
share unit) awards and any other incentive award under the terms of the 
2003 LTIP, or any successor thereto, in each year in which such awards 
are made to executive officers generally.  

4.  Benefit Programs; Perquisites.  During your employment hereunder, 
you will participate in the retirement, welfare, incentive, fringe and 
perquisite programs generally made available to executive officers of 
the Corporation and at such benefit levels appropriate for the President 
and Chief Executive Officer of the Corporation.

5.  Service on Other Boards.  During the term of your employment 
hereunder, you shall render your full-time attention to the business 
affairs of the Corporation.  You may serve on the board of directors of 
other companies only as expressly approved in advance by the Board of 
Directors of the Corporation in its discretion.

6.  Death or Disability.  In the event of your disability or death, all 
future compensation under this Agreement (other than those amounts and 
benefits described in the following sentence) shall terminate.  You or 
your estate shall receive (a) if termination of employment by reason of 
disability or death occurs prior to the EVC payout date for the previous 
EVC award year, an EVC award for such previous award year determined 
under Section 2 as if you had continued to be employed through the EVC 
payout date, such payment to be made at the same time that such EVC 
payment would have been made had you continued to be employed, (b) an 
annual EVC award for the year in which your employment is terminated by 
reason of disability or death in an amount equal to a pro rata portion, 
based on the period of service rendered in such year, of the EVC amount 
paid for the previous year, (c) benefits under the retirement, welfare, 
incentive, fringe and perquisite programs generally available to 
executive officers upon disability or death and (d) any deferred account 
balance under the Unisys Deferred Compensation Plan (or any successor 
deferred compensation program) in accordance with the terms of such 
plan.  For purposes of this Agreement, disability means a mental or 
physical injury or illness that renders you incapable of substantially 
performing your duties hereunder for a period of six consecutive months 
and shall commence for purposes of this Agreement at the end of such 
six-month period.  In the event of your disability or death, you will be 
entitled to the benefits described in this Section 6, and not those 
described in Section 7.

7.  Termination of Employment.

       (a)  Your employment may be terminated by the Corporation at any 
time with or without cause.  In the event that you are terminated for 
"cause" (as defined below) or you terminate your employment for other 
than "good reason" (as defined below), no further amounts shall be paid 
to you hereunder except as otherwise provided under the normal terms of 
the retirement, welfare, incentive, fringe, and perquisite programs in 
which you participated at your date of termination.

       (b)  Upon termination by the Corporation without cause or your 
termination for good reason, you shall be entitled to the following:

       (1)  An amount equal to 100% of the compensation payable for 
the remaining term of employment hereunder as if you had continued 
to work through such remaining term of employment, but in no event 
less than one year's compensation.  For purposes of this Section 
7(b), compensation consists of base salary (at its then current 
rate on the date of termination) and annual bonus (in an amount 
equal to the average percentage of your target bonus paid for the 
three years preceding your date of termination times your target 
bonus amount as in effect at your date of termination).   Such 
termination payments shall be paid in the same manner and at the 
same times as the salary and annual bonus due hereunder during 
employment.
       
       (2)  Continued participation, at the same costs applicable to 
active employees, through attainment of age 55, or, if later, 
through the remaining term of this Agreement, in the Unisys Medical 
and Dental Plans (or, if such participation is prohibited by 
applicable law or the terms of the plans, participation in 
arrangements that will provide benefits substantially similar to 
those available under the Unisys Medical and Dental Plans) for you 
and your eligible dependents, subject, however, to the generally 
applicable terms of such plans;
       
       (3)  Upon attainment of age 55, you shall be entitled to 
receive the post-retirement medical and post-retirement life 
insurance coverage generally available to other retired executive 
officers;
       
       (4)  Immediate and full vesting in all stock options, 
restricted shares and other awards made under the 2003 LTIP (or 
under any predecessor or successor incentive plan thereto); for 
purposes of stock option, SAR and other equity-based award exercise 
rights under the applicable incentive plans, you shall be treated 
as if your date of termination were your normal retirement date;
       
       (5)  A noncontributory retirement benefit calculated under 
the terms of the Unisys Elected Officer Pension Plan (or any 
successor pension plan thereto) as if you had satisfied the vesting 
requirements described in the Plan and as if you had continued 
employment through the remaining term of this Agreement.  Such 
benefit will be payable at such times and in such manner as is 
prescribed under the terms of the Elected Officer Pension Plan.

       (c)  For purposes of this Section 7, "cause" shall mean 
intentional dishonesty or gross neglect of your duties.  "Good reason" 
shall mean (i) a reduction in your aggregate compensation target (base 
salary plus bonus target), as such amounts may be increased during the 
term of this Agreement, unless such reduction is due to your continued 
failure to adequately perform your duties (provided that the Corporation 
has provided you notice identifying the manner in which the Corporation 
believes that you have failed to adequately perform your duties, and you 
have failed to discontinue your inadequate performance within 90 days of 
receiving such notice) or is due to a reduction in compensation 
generally applicable to executive officers or (ii) a reduction in your 
duties or authority or your removal as Chief Executive Officer of the 
Corporation or its successor, unless such reduction or removal is for 
cause, as defined above, or is on account of your inability to 
substantially perform your duties for an aggregate of 120 days within 
any consecutive 12 month period due to a mental or physical injury or 
illness, and provided that your resignation occurs within 120 days after 
such reduction or removal.

       (d)  You shall not be entitled to receive payments under the 
Unisys Income Assistance Plan or any successor severance or income 
assistance plan generally applicable to employees of the Corporation.

       (e)  The payments specified in this Section 7 will be reduced by 
the amount of cash compensation, if any, earned by you if you become 
"employed" (as defined below) after your termination of employment with 
the Corporation.  You will promptly advise the Senior Vice President, 
Worldwide Human Resources of the Corporation of any facts that could 
cause such a reduction in the amounts payable to you under this Section 
7.  Upon written notice from the Corporation, you will promptly 
reimburse to the Corporation any overpayments made to you as a result of 
your receipt of the cash compensation described above.  For purposes of 
this Section 7, you will be considered to be "employed" if you provide 
services to any other entity as an employee, independent contractor, 
consultant, officer or director (provided that service as an outside 
director of another entity will not be considered as employment to the 
extent that the fees received by you for such services are based on the 
same fee structure as is paid to other outside directors of the entity).
       
       (f)  In the event that you become entitled to termination payments 
under this Section 7 and payments under your Executive Employment 
Agreement dated January 5, 1999 (the "Executive Employment Agreement"), 
then you shall not receive duplicate payments under both agreements.  
Instead, if you are entitled to benefits under both agreements, the 
provisions of this Agreement as to any matter or the corresponding 
provisions of your Executive Employment Agreement, whichever is more 
favorable to you or provides you with the greater benefit as determined 
by a nationally recognized accounting firm mutually agreed to by the 
parties, shall be used in determining your status, compensation and 
benefits, and other rights and obligations.

8.  Conduct after Termination.  (a) From and after the termination of 
your employment for any reason and for a period equal to the greater of 
(i) 12 months from the date of termination of your employment or (ii) 
the period during which the Corporation is actually making payments to 
you under Section 7(b)(1) above (it being understood that you may notify 
the Corporation at any time after one year from the date your employment 
terminates that you no longer wish to receive such payments, and the 
Corporation will honor such request):

       (1) You shall not engage in or become employed as a business 
owner, employee, agent, representative or consultant in any activity 
which is in competition with any line of business of Unisys (or its 
subsidiaries or affiliates) existing as of your termination date, except 
with the express prior written consent of the Committee, provided, 
however, you shall be deemed not to be in competition for purposes of 
Section 8 of this Agreement (A) if you are an employee of or a 
consultant to an entity a unit of which is in competition with Unisys, 
provided that it can be demonstrated to the reasonable satisfaction of 
the Committee that procedures are in place to assure that any unit that 
is in competition with Unisys and any director, officer, employee, 
consultant or other representative of such unit cannot directly or 
indirectly avail itself or themselves of your services, (B) if you are 
an employee of or a consultant to an entity that provides consulting 
services to other entities, one or more of which are in competition with 
Unisys, provided that it can be demonstrated to the reasonable 
satisfaction of the Committee that procedures are in place to assure 
that no entity that is in competition with Unisys nor any director, 
officer, employee, consultant or other representative of such unit can 
directly or indirectly avail itself or themselves of your services, (C) 
if you invest in securities which are listed for trading on a national 
exchange or NASDAQ and your investment does not exceed 1% of the issued 
and outstanding shares of stock or (D) if you acquire an ownership 
interest in a non-public company, provided that such ownership 
represents a passive investment;

       (2)  You shall not negatively comment publicly or privately about 
Unisys (or its subsidiaries or affiliates), any of its products, 
services or other businesses, its present or past Board of Directors, 
its officers, or employees, nor shall you in any way discuss the 
circumstances of your termination of employment, except that (A) you may 
give truthful testimony before a court or governmental agency, (B) you 
may make comments about the circumstances of your termination with the 
prior written approval of the Corporation, (C) you may respond publicly 
to any untrue public comment made by the Corporation, (D) you may 
discuss the circumstances of your termination with your attorneys, your 
financial and tax advisers, members of your family and any prospective 
employer, provided that you take all necessary steps to assure that each 
such person does not, as a result of your discussions with them, make 
any such negative comment prohibited under this Section 8(a)(2) and (E) 
you may make comments to an arbitrator or court for the purpose of 
determining or enforcing your rights under this Agreement or any 
entitlement under any agreement, plan, award, policy or program with or 
sponsored by Unisys (or any of its subsidiaries or affiliates);

       (3)  You shall not, directly or indirectly, induce or attempt to 
induce any employee of Unisys (or any of its subsidiaries or affiliates) 
to render services for any other person, firm or business entity, except 
that you will be permitted to give recommendations, if requested, for 
employees seeking employment outside of Unisys;

       (4)  Unisys (and its subsidiaries and affiliates) agrees not to 
negatively comment publicly or privately about you or the circumstances 
of your termination of employment, except (A) Unisys may give truthful 
testimony before a court or governmental agency, (B) Unisys may make 
comments about the circumstances of your termination with your prior 
written approval, (C) Unisys may respond publicly to any untrue public 
comment made by you, (D) Unisys may discuss the circumstances of your 
termination with its attorneys and its financial and tax advisers, 
provided that it takes reasonable  steps  to assure that each such 
person does not, as a result of Unisys discussions with them, make any 
such negative comment prohibited under this Section 8(a)(4) and (E) 
Unisys may make comments to an arbitrator or court for the purpose of 
determining its rights under this Agreement or any agreement, plan, 
award, policy or program with or sponsored by Unisys (or any of its 
subsidiaries or affiliates).  

  (b)  From and after the termination of your employment for any reason, 
you shall not use, furnish or divulge to any other person, firm or 
business entity any confidential information relating to Unisys business 
(or that of any of its subsidiaries or affiliates), or any trade 
secrets, processes, contracts or arrangements involved in any such 
business, except (1) when required to do so by a court of law, by any 
governmental agency having supervisory authority over the business of 
Unisys or by any administrative or legislative body (including a 
committee thereof) with apparent jurisdiction to order you to divulge, 
disclose or make accessible such information, (2) to an attorney as 
necessary to enforce your rights under this Agreement, or any other 
agreement, plan, policy, award or program with or sponsored by Unisys or 
(3) after such information becomes known to the public or within the 
relevant industry to which such confidential information pertains.

  (c) You and Unisys mutually agree that the obligations contained in 
this Section 8 are reasonable and necessary for each party's mutual 
protection and that one party cannot be reasonably or adequately 
compensated in damages in an action at law in the event that the other 
party breaches such obligations. You and Unisys expressly agree that, in 
addition to any other rights or remedies which each may possess, each 
shall be entitled to injunctive and other equitable relief to prevent a 
breach of this Section 8 by the other party, including a temporary 
restraining order or temporary injunction from any court of competent 
jurisdiction restraining any threatened or actual violation, and you and 
Unisys each consents to the entry of such an order and injunctive relief 
and waives the making of a bond as a condition for obtaining such 
relief.  Such right shall be cumulative in addition to any other legal 
or equitable rights and remedies the parties may have.  In addition, in 
the event that you should materially breach your obligations under 
Section 8(a)(2) or you should breach any other obligation described in 
this Section 8, Unisys shall have the right to terminate any remaining 
payments due under Section 7(b)(1).

9.  Plan Documents; Code of Ethical Conduct.  Each of the above-
described benefits which are more fully described in an applicable 
Unisys plan document (including, without limitation EVC, stock option 
and restricted share award documents) are subject to the terms of such 
plan or award document (as may be amended by Unisys from time to time) 
and, except as expressly provided in this Agreement, each such plan 
document or award document will govern the benefit payable hereunder and 
thereunder.  In addition, you agree that the Unisys policies and 
procedures applicable to all Unisys employees, including, without 
limitation, the Unisys Code of Ethics and Business Conduct, shall be 
applicable to you as in effect as of the date of this Agreement.

10.  Successors.  This agreement shall be binding upon Unisys and its 
successors and assigns.

11.  Indemnification.  You will be entitled to the indemnification 
rights contained in the Restated Certificate of Incorporation of Unisys 
Corporation, dated September 27, 1999 and the By-Laws of Unisys 
Corporation, dated April 22, 2004, as either of them may be amended from 
time to time.  Unisys agrees to maintain directors and officers 
liability insurance covering you to the extent that Unisys provides such 
coverage for its other directors and officers.

12.  Miscellaneous.  Except as expressly set forth herein, this 
Agreement constitutes the entire agreement between the parties 
concerning the subject matter hereof and supersedes all prior 
agreements.  For the avoidance of doubt, your Executive Employment 
Agreement dated as of January 5, 1999 will continue in full force and 
effect.  No provision of this Agreement may be modified, waived or 
discharged unless such waiver, modification or discharge is agreed to in 
writing and signed by you and the Chairman of the Committee or his 
designee.  The validity, interpretation, construction and performance of 
this Agreement shall be governed by the laws of the Commonwealth of 
Pennsylvania without giving effect to the provisions thereof relating to 
conflicts of laws.

13.  Validity.  The invalidity or unenforceability of any provision of 
this Agreement shall not affect the validity or enforceability of any 
other provision of this Agreement, which shall remain in full force and 
effect.

14.  Arbitration.  Any dispute or controversy arising under or in 
connection with this Agreement shall be settled exclusively by 
arbitration in Philadelphia, Pennsylvania in accordance with the rules 
of the American Arbitration Association.  Any arbitration award will be 
final and conclusive upon the parties, and a judgment enforcing such 
award may be entered in any court of competent jurisdiction.  Costs of 
arbitration shall be borne by Unisys.  Unless the arbitrator determines 
that you did not have a reasonable basis for asserting your position 
with respect to the dispute in question, Unisys shall also reimburse you 
for your reasonable attorneys' fees incurred with respect to any 
arbitration.

15.  Corporate Authority.  Unisys represents and warrants that it is 
fully authorized and empowered to enter into this Agreement.  This 
Agreement and any necessary determination under or modification of, any 
plan, program or arrangement of the Corporation required by this 
Agreement, have been authorized by the Board and approved by the 
Committee.

If the foregoing sets forth our agreement with you, please sign and 
return to us the enclosed copy of this Agreement.

Very truly yours,



UNISYS CORPORATION                         The foregoing is accepted:




By:  /s/ Henry C, Duques                   /s/ Joseph W. McGrath
     -------------------                   ---------------------
     Henry C. Duques, Chairman                 Joseph W. McGrath
     Compensation Committee
     Board of Directors                    Date:  December 22, 2004
 
Date:  December 22, 2004