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 March 31, 2005

[ ]   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 March 31, 2005
338,840,423.




<PAGE> 2


Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                (Millions)
   
                                          
                                          March 31,    
                                            2005       December 31,
                                         (Unaudited)       2004
                                         -----------   ------------
Assets
------
Current assets
Cash and cash equivalents                 $  441.6       $  660.5
Accounts and notes receivable, net         1,050.1        1,136.8
Inventories:
   Parts and finished equipment               92.2           93.7
   Work in process and materials             130.4          122.4
Deferred income taxes                        292.1          291.8
Prepaid expenses and other current assets    139.5          112.4
                                          --------       --------
Total                                      2,145.9        2,417.6
                                          --------       --------

Properties                                 1,271.3        1,305.5
Less-Accumulated depreciation and
  amortization                               863.8          881.4
                                          --------       --------
Properties, net                              407.5          424.1
                                          --------       --------
Outsourcing assets, net                      433.3          431.9
Marketable software, net                     340.5          336.8
Investments at equity                        210.4          197.1
Prepaid pension cost                          49.4           52.5
Deferred income taxes                      1,394.6        1,394.6
Goodwill                                     188.4          189.9
Other long-term assets                       164.3          176.4
                                          --------       --------
Total                                     $5,334.3       $5,620.9
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $    2.7       $    1.0

Current maturities of long-term debt           1.5          151.7
Accounts payable                             365.6          487.4
Other accrued liabilities                  1,291.5        1,316.1
Income taxes payable                            -            66.6
                                          --------       --------
Total                                      1,661.3        2,022.8
                                          --------       --------
Long-term debt                               898.6          898.4
Accrued pension liabilities                  573.3          537.9
Other long-term liabilities                  708.6          655.3

Stockholders' equity
Common stock, shares issued: 2005, 340.8;
   2004, 339.4                                 3.4            3.4
Accumulated deficit                       (  421.7)      (  376.2)
Other capital                              3,895.8        3,883.8
Accumulated other comprehensive loss      (1,985.0)      (2,004.5)
                                          --------       --------
Stockholders' equity                       1,492.5        1,506.5
                                          --------       --------
Total                                     $5,334.3       $5,620.9
                                          ========       ========

See notes to consolidated financial statements.




<PAGE> 3

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


                                         Three Months Ended March 31  
                                         ---------------------------   
                                             2005           2004     
                                           --------       --------   
                                                                     
Revenue                                                              
  Services                                 $1,107.7       $1,165.0   
  Technology                                  258.9          297.9   
                                           --------       --------   
                                            1,366.6        1,462.9   
Costs and expenses
   Cost of revenue:
     Services                                 981.4          925.7   
     Technology                               124.9          145.7   
                                           --------       --------
                                            1,106.3        1,071.4   
                            
Selling, general and administrative           261.6          261.2   
Research and development                       64.9           71.5   
                                           --------       --------   
                                            1,432.8        1,404.1   
                                           --------       --------   
Operating income (loss)                       (66.2)          58.8   

Interest expense                               12.6           17.0   
Other income (expense), net                      .5             .6   
                                           --------       --------   
Income (loss) before income taxes             (78.3)          42.4   
Provision (benefit) for income taxes          (32.8)          13.5   
                                           --------       --------   
Net income (loss)                          $  (45.5)      $   28.9   
                                           ========       ========
Earnings (loss) per share
   Basic                                   $   (.13)      $    .09   
                                           ========       ========
   Diluted                                 $   (.13)      $    .09   
                                           ========       ========


See notes to consolidated financial statements.



<PAGE> 4

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

                                                    Three Months Ended
                                                         March 31
                                                    ------------------
                                                       2005      2004
                                                    --------   --------
                                                      
Cash flows from operating activities
Net income (loss)                                  $  (45.5)   $  28.9  
Add (deduct) items to reconcile net income (loss)
   to net cash provided by operating activities:
Equity loss (income)                                    4.3      ( 5.3) 
Depreciation and amortization of properties            30.0       35.8  
Depreciation and amortization of outsourcing assets    34.7       26.6  
Amortization of marketable software                    28.5       29.3
Increase in deferred income taxes, net               (   .3)     ( 1.4) 
Decrease in receivables, net                           90.5       54.2  
Increase in inventories                              (  6.5)     (19.1) 
(Decrease) increase in accounts payable and other
  accrued liabilities                                (158.5)       8.2  
Decrease in income taxes payable                      (66.6)      (8.0) 
Increase in other liabilities                          97.7         -
Increase in other assets                              (16.4)     (25.4) 
Other                                                  34.9        5.4  
                                                    -------     ------
Net cash provided by operating activities              26.8      129.2  
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                        1,779.9    1,408.3  
   Purchases of investments                        (1,776.8)  (1,413.7) 
   Investment in marketable software                  (33.0)    ( 29.0) 
   Capital additions of properties                    (22.4)    ( 36.5) 
   Capital additions of outsourcing assets            (41.9)    ( 47.6) 
                                                   -------     ------
Net cash used for investing activities                (94.2)  (  118.5) 
                                                    -------     ------
Cash flows from financing activities
   Net proceeds from short-term borrowings              1.7       10.6  
   Proceeds from employee stock plans                   6.6       11.1   
   Payments of long-term debt                       ( 150.3)    (  1.0) 
                                                    -------     ------
Net cash (used for) provided by financing activities (142.0)      20.7  
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                           (9.5)       4.1  
                                                    -------     ------

(Decrease) increase in cash and cash equivalents     (218.9)      35.5  
Cash and cash equivalents, beginning of period        660.5      635.9  
                                                    -------    -------
Cash and cash equivalents, end of period            $ 441.6    $ 671.4  
                                                    =======    =======



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 (loss) per share were computed for the
   three months ended March 31, 2005 and 2004 (dollars in millions, shares
   in thousands):
                                                  Three Months Ended March 31,
                                                  ----------------------------
                                                      2005            2004
                                                   -----------     ----------
    Basic Earnings (Loss) Per Share

    Net income (loss)                              $   (45.5)      $    28.9
                                                   =========       =========
    Weighted average shares                          338,248         332,722
                                                   =========       =========
    Basic earnings (Loss) per share                $    (.13)      $     .09
                                                   =========       =========
    Diluted Earnings (loss) Per Share
    
    Net income (loss)                              $   (45.5)      $    28.9
                                                   =========       =========
    Weighted average shares                          338,248         332,722
    Plus incremental shares from assumed 
      conversions of employee stock plans                -             5,326   
                                                   ---------       ---------
    Adjusted weighted average shares                 338,248         338,048
                                                   =========       =========
    Diluted earnings (loss) per share              $    (.13)      $     .09
                                                   =========       =========

    At March 31, 2005, no shares related to employee stock plans 
    were included in the computation of diluted earnings per share since 
    inclusion of these shares would be antidilutive because of the net loss 
    incurred in the three months ended March 31, 2005.

b.  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 months ended March 31, 2005 
    and 2004 was $4.8 million and $1.4 million, respectively.  The profit on 
    these transactions are eliminated in Corporate.  



<PAGE> 6

    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.

    A summary of the company's operations by business segment for the three-
    month periods ended March 31, 2005 and 2004 is presented below (in millions 
    of dollars):

                               Total    Corporate    Services    Technology
    Three Months Ended         -----    ---------    --------    ----------
      March 31, 2005  
    ------------------  

    Customer revenue         $1,366.6                $1,107.7     $ 258.9
    Intersegment                         $( 59.9)         4.8        55.1
                              --------   --------    --------     -------
    Total revenue            $1,366.6    $( 59.9)    $1,112.5     $ 314.0
                             ========    =======     ========     =======
    Operating income (loss)  $  (66.2)   $ (10.4)    $  (75.1)    $  19.3
                             =========   =======     ========     =======

    Three Months Ended 
      March 31, 2004
    ------------------
    Customer revenue         $1,462.9                $1,165.0     $ 297.9
    Intersegment                        $(  45.7)         4.8        40.9
                             --------   --------     --------      ------
    Total revenue            $1,462.9   $(  45.7)    $1,169.8      $338.8
                             ========   ========     ========      ======
    Operating income         $   58.8   $     .4     $   29.2     $  29.2
                             ========   ========     ========     =======

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

                                            Three Months Ended March 31
                                            ---------------------------
                                                   2005         2004
                                                   ----         ----
    Total segment operating income (loss)        $ (55.8)       $ 58.4 
    Interest expense                               (12.6)        (17.0)
    Other income (expense), net                       .5            .6 
    Corporate and eliminations                     (10.4)           .4 
                                                  ------        ------
    Total income (loss) before income taxes      $ (78.3)       $ 42.4 
                                                 =======        ======

    Customer revenue by classes of similar products or services, by segment, is 
    presented below (in millions of dollars):

                                            Three Months Ended March 31
                                            ---------------------------
                                                  2005           2004
                                                  ----           ----
    Services 
     Consulting and systems integration         $  369.8      $  377.1 
     Outsourcing                                   420.7         443.0 
     Infrastructure services                       186.2         199.5 
     Core maintenance                              131.0         145.4 
                                                --------      --------
                                                 1,107.7       1,165.0 
    Technology
     Enterprise-class servers                      198.2         201.8 
     Specialized technologies                       60.7          96.1 
                                                --------      --------
                                                   258.9         297.9
                                                --------      --------
    Total                                       $1,366.6      $1,462.9 
                                                ========      ========




<PAGE> 7

c.  Recoverability of outsourcing assets is dependent on various factors, 
    including the timely completion and ultimate cost of the outsourcing 
    solution, realization of expected profitability of existing outsourcing 
    contracts and obtaining additional outsourcing customers.  The company 
    quarterly compares the carrying value of the outsourcing assets with the 
    undiscounted future cash flows expected to be generated by the outsourcing 
    assets to determine if there is an impairment.  If impaired, the outsourcing
    assets are reduced to an estimated fair value on a discounted cash flow 
    approach.  The company prepares its cash flow estimates based on assumptions
    that it believes to be reasonable but are also inherently uncertain.  Actual
    future cash flows could differ from these estimates.  At March 31, 2005, 
    total outsourcing assets, net were $433.3 million, approximately $250 
    million of which relate to iPSL, a 51% owned U.K.-based company.

d.  Comprehensive income (loss) for the three months ended March 31, 2005 and
    2004 includes the following components (in millions of dollars):

                                                          2005       2004 
                                                        ------     ------ 
    Net income (loss)                                   $(45.5)    $ 28.9 
    Other comprehensive income (loss)
      Cash flow hedges
        Income (loss), net of tax of $1.3 and $(1.0)       2.3       (1.6) 
        Reclassification adjustments, net of tax
        of $.7 and $1.7                                    1.4        3.1 
      Foreign currency translation adjustments            15.8       20.2 
                                                        ------     ------
    Total other comprehensive income                      19.5       21.7 
                                                        ------     ------
    Comprehensive income (loss)                         $(26.0)    $ 50.6 
                                                        ======     ======

    Accumulated other comprehensive income (loss) as of December 31, 2004 and
    March 31, 2005 is as follows (in millions of dollars):

                                                          Cash    Minimum
                                            Translation   Flow    Pension
                                     Total  Adjustments  Hedges  Liability
                                     -----  -----------  ------  ---------
    Balance at December 31, 2003  $(2,011.9)  $(679.7)   $( 6.6) $(1,325.6)
    Change during period                7.4      43.5       3.1      (39.2)
                                   --------   -------    ------  ---------
    Balance at December 31, 2004   (2,004.5)   (636.2)    ( 3.5)  (1,364.8)  
    Change during period               19.5      15.8       3.7       -   
                                   --------   -------    ------  ---------
    Balance at March 31, 2005     $(1,985.0)  $(620.4)   $   .2  $(1,364.8)
                                   ========   =======    ======  =========

e.  The amount credited to stockholders' equity for the income tax benefit
    related to the company's stock plans for the three months ended March 31,
    2005 and 2004 was $.4 million and $1.6 million, respectively. The company
    expects to realize these tax benefits on future Federal income tax returns.

f.  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
    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):


PAGE> 8

                                                 Three Months Ended March 31,
                                                 ----------------------------
                                                       2005        2004
                                                       ----        ----
    Balance at beginning of period                    $11.6       $20.8 
    
    Accruals for warranties issued
      during the period                                 2.4         5.0 

    Settlements made during the period                 (2.9)       (4.7) 

    Changes in liability for pre-existing warranties
      during the period, including expirations          (.1)       (3.2) 
                                                      -----       -----
    Balance at March 31                               $11.0       $17.9 
                                                      =====       =====

g.  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 are 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 March 31,
                                          ----------------------------
                                                   2005         2004
                                                  ------       ------
    Net income (loss) as reported                 $(45.5)      $ 28.9 
    Deduct total stock-based employee
      compensation expense determined
      under fair value method for all
      awards, net of tax                            (5.7)       (10.0) 
                                                  ------       ------
    Pro forma net income (loss)                   $(51.2)      $ 18.9  
                                                  ======       ======
    Earnings (loss) per share
      Basic - as reported                         $ (.13)      $  .09 
      Basic - pro forma                           $ (.15)      $  .06 
      Diluted - as reported                       $ (.13)      $  .09 
      Diluted - pro forma                         $ (.15)      $  .06 

h.  Net periodic pension expense for the three months ended March 31, 2005 
    and 2004 is presented below (in millions of dollars):

                                     Three Months             Three Months
                                 Ended March 31, 2005     Ended March 31, 2004
                                ----------------------   ----------------------
                                        U.S.    Int'l.            U.S.    Int'l.
                                Total   Plans   Plans    Total    Plans   Plans
                                -----   -----   -----    -----    -----   -----

    Service cost               $ 31.7  $ 19.1   $ 12.6  $  29.3  $  17.1 $ 12.2
    Interest cost                93.1    65.3     27.8     89.5     65.6   23.9
    Expected return on
      plan assets              (121.0)  (90.3)   (30.7)  (123.5)  ( 94.8) (28.7)
    Amortization of prior
      service (benefit) cost   (  1.3)  ( 1.9)      .6   (  1.4)  (  1.9)    .5
    Recognized net actuarial 
      loss                       44.3    34.1     10.2     28.3     22.2    6.1
                                -----   -----   ------   ------   ------  -----
    Net periodic pension
      expense                   $46.8   $26.3   $ 20.5  $  22.2  $   8.2  $14.0
                                =====   =====   ======  =======   ======  =====



<PAGE> 9

    The company currently expects to make cash contributions of approximately 
    $70 million to its worldwide defined benefit pension plans in 2005 compared
    with $62.8 million in 2004.  For the three months ended March 31, 2005 and
    2004, $15.6 million and $12.0 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 2005.

    Net periodic postretirement benefit expense for the three months ended
    March 31, 2005 and 2004 is presented below (in millions of dollars):

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                       2005          2004
                                                       ----          ----
    Interest cost                                      $3.5         $3.5
    Expected return on assets                           (.1)          -  
    Amortization of prior service benefit               (.5)         (.5)
    Recognized net actuarial loss                       1.6          1.0
                                                       ----         ----
    Net periodic postretirement benefit expense        $4.5         $4.0
                                                       ====         ====

    The company expects to make cash contributions of approximately $27 million 
    to its postretirement benefit plan in 2005.  For the three months ended 
    March 31, 2005 and 2004, $7.4 million and $6.0 million, respectively of cash
    contributions have been made.

i.  Cash paid during the three months ended March 31, 2005 and 2004 for income
    taxes was $41.3 million and $18.4 million, respectively.

    Cash paid during the three months ended March 31, 2005 and 2004 for interest
    was $16.5 million and $16.1 million, respectively.

j.  Following is a breakdown of the individual components of the 2004 cost 
    reduction action charge (in millions of dollars):

                                                       Work Force
                                                       Reductions*   
                                                      -----------       Idle
                                                                       Lease
                               Headcount   Total    U.S.      Int'l.    Cost
    ------------------------------------------------------------------------
    Balance at
      Dec. 31, 2004               851      $81.1   $22.5      $52.9     $5.7
    Utilized                     (401)     (12.6)   (6.6)      (5.1)     (.9)
    Changes in
      estimates and
      revisions                             (3.7)     .1       (3.9)      .1
    Translation                             (1.6)              (1.6)
      adjustments                 ------------------------------------------
    Balance at
      March 31, 2005              450      $63.2   $16.0      $42.3     $4.9
                                  ==========================================
    Expected future
      utilization:
    2005 remaining 
      nine months                 450      $50.1   $16.0      $32.2     $1.9
    2006 and thereafter                     13.1               10.1      3.0

    ------------------------------------------------------------------------

    * Includes severance, notice pay, medical and other benefits.

    Cash expenditures related to the above actions, as well as cost 
    reduction actions taken in years prior to 2004,  for the three months 
    ended March 31, 2005 and 2004 were approximately $14.3 million and $4.0 
    million, respectively.

k.  In December 2004, the Financial Accounting Standards Board (FASB) issued 
    FASB Staff Position No. FAS 109-2 (FSP No. 109-2), "Accounting and 
    Disclosure Guidance for the Foreign Earnings Repatriation Provisions within 
    the American Jobs Creation Act of 2004" (the Jobs Act).  FSP No. 109-2 
    provides guidance with respect to reporting the potential impact of the 



<PAGE> 10

    repatriation provisions of the Jobs Act on an enterprise's income tax 
    expense and deferred tax liability.  The Jobs Act was enacted on October 22,
    2004, and provides for a temporary 85% dividends received deduction on 
    certain foreign earnings repatriated during a one-year period.  The 
    deduction would result in an approximate 5.25% federal tax rate on the 
    repatriated earnings.  To qualify for the deduction, the earnings must be 
    reinvested in the United States pursuant to a domestic reinvestment plan 
    established by a company's chief executive officer and approved by a 
    company's board of directors.  Certain other criteria in the Jobs Act must 
    be satisfied as well.  FSP No. 109-2 states that an enterprise is allowed 
    time beyond the financial reporting period to evaluate the effect of the 
    Jobs Act on its plan for reinvestment or repatriation of foreign earnings.

    Although the company has not yet completed its evaluation of the impact of 
    the repatriation provisions of the Jobs Act, the company does not expect 
    that these provisions will have a material impact on its consolidated 
    financial position, consolidated results of operations, or liquidity.  
    Accordingly, as provided for in FSP No. 109-2, the company has not adjusted 
    its tax expense or deferred tax liability to reflect the repatriation 
    provisions of the Jobs Act.

    In December 2004, the FASB issued Statement of Financial Accounting 
    Standards (SFAS) No. 123 (revised 2004), "Share-Based Payment" (SFAS No. 
    123R), which replaces SFAS No. 123 and supersedes APB Opinion No. 25, 
    "Accounting for Stock Issued to Employees."  SFAS No. 123R requires all 
    share-based payments to employees, including grants of employee stock 
    options, to be recognized in the financial statements based on their fair 
    values.  The pro forma disclosures previously permitted under SFAS No. 123 
    no longer will be an alternative to financial statement recognition.  In 
    accordance with a recently-issued Securities and Exchange Commission rule, 
    companies will be allowed to implement SFAS No. 123R as of the beginning of 
    the first interim or annual period that begins after June 15, 2005.  The 
    company currently expects that it will adopt SFAS No. 123R on January 1, 
    2006.  Under SFAS No. 123R, the company must determine the appropriate fair 
    value model to be used for valuing share-based payments, the amortization 
    method for compensation cost and the transition method to be used at date of
    adoption.  The permitted transition methods include either retrospective or 
    prospective adoption.  Under the retrospective method, prior periods may be 
    restated either as of the beginning of the year of adoption or for all 
    periods presented.  The prospective method requires that compensation 
    expense be recorded for all unvested stock options at the beginning of the 
    first quarter of adoption of SFAS No. 123R, while the retrospective methods 
    would record compensation expense for all unvested stock options beginning 
    with the first period presented.  The company is currently evaluating the 
    requirements of SFAS No. 123R and expects that adoption of SFAS No. 123R 
    will have a material impact on the company's consolidated financial position
    and consolidated results of operations.  The company has not yet determined 
    the method of adoption or the effect of adopting SFAS No. 123R, and it has 
    not determined whether the adoption will result in amounts that are similar 
    to the current pro forma disclosures under SFAS No. 123.  See note g.

    In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary 
    Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary 
    Transactions" (SFAS No. 153).  SFAS No. 153 eliminates the exception from 
    fair value measurement for nonmonetary exchanges of similar productive 
    assets in paragraph 21 (b) of APB Opinion No. 29, "Accounting for 
    Nonmonetary Transactions," and replaces it with an exception for exchanges 
    that do not have commercial substance.  SFAS No. 153 specifies that a 
    nonmonetary exchange has commercial substance if the future cash flows of 
    the entity are expected to change significantly as a result of the exchange.
    SFAS No. 153 is effective for periods beginning after June 15, 2005.  The 
    company does not expect that adoption of SFAS No. 153 will have a material 
    effect on its consolidated financial position, consolidated results of 
    operations, or liquidity. 

    In November 2004, the FASB issued SFAS No. 151, "Inventory Costs an 
    amendment of ARB No. 43, Chapter 4" (SFAS No. 151).  SFAS No. 151 amends the
    guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the 
    accounting for abnormal amounts of idle facility expense, handling costs and
    wasted material (spoilage).  Among other provisions, the new rule requires 
    that such items be recognized as current-period charges, regardless of 
    whether they meet the criterion of "so abnormal" as stated in ARB No. 43.  
    SFAS No. 151 is effective for fiscal years beginning after June 15, 2005.  
    The company does not expect that adoption of SFAS No. 151 will have a 
    material effect on its consolidated financial position, consolidated results
    of operations, or liquidity.



<PAGE> 11

    In May 2004, the FASB issued Staff Position No. FAS 106-2 (FSP No. 106-2), 
    "Accounting and Disclosure Requirements Related to the Medicare Prescription
    Drug, Improvement and Modernization Act of 2003" (the Act).  The 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 March 31, 
    2005, the company's measurements of both the APBO and the net postretirement
    benefit cost do not reflect any amounts associated with the subsidy.  Final 
    regulations implementing the Act were issued on January 21, 2005.  The final
    regulations clarify how a company should determine actuarial equivalency and
    the definition of a plan for purposes of determining actuarial equivalency. 
    The company is currently evaluating these regulations and has not yet 
    determined what effect adoption of FSP No. 106-2 will have on its 
    consolidated financial position, consolidated results of operations, or 
    liquidity.




<PAGE> 12



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

Overview
--------

The company's financial results for the first quarter of 2005 were impacted 
by a number of factors that resulted in lower earnings compared with the 
year-ago period.  First, the company continued to be impacted by operational 
issues in several of its large, transformational business process 
outsourcing engagements.  These contracts involve transitioning from the 
client's legacy environment to a new, state-of-the-art environment with new 
processes and software.  It has taken the company longer than anticipated to 
develop the new software and transition to the new processes.  This has 
resulted in higher-than-expected costs on the contracts, not only in terms 
of creating the new technology and processes, but also in the salary costs 
involved in the legacy operation.  The company is addressing these execution 
issues but expects the issues to continue to impact its 2005 results.  
Second, the company experienced lower demand for project-based assignments and 
for its proprietary maintenance services.  The maintenance services decline was 
due to server and payment system consolidations and reductions in 
certain client accounts.  Given the high profitability of these services, 
the lower demand impacted the company's margins in its services business.  
Third, in its Technology segment, revenues declined 13% primarily driven by 
a 37% decline in sales of specialized equipment.  In addition, the company 
experienced a decline in sales of large enterprise servers.  Lower sales of 
these systems, which are highly profitable, contributed to the lower 
earnings in 2005.  Finally, the company continues to be impacted by 
significantly higher pension expense.  Pretax pension expense in the first 
quarter of 2005 increased to $47 million compared to $22 million in the 
year-ago quarter.  The company expects the challenges in the outsourcing 
engagements, the lower proprietary maintenance revenue, the weakness in 
high-end enterprise server sales, and the higher pension expense to continue 
to impact its financial results in 2005.  


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

For the three months ended March 31, 2005, the company reported a net loss of 
$45.5 million, or $.13 per share, compared with net income of $28.9 million, or 
$.09 per share, for the three months ended March 31, 2004.

Total revenue for the quarter ended March 31, 2005 was $1.37 billion, down 7% 
from revenue of $1.46 billion for the quarter ended March 31, 2004.  Foreign 
currency translations had a 2% positive impact on revenue in the quarter when 
compared with the year-ago period.  In the current quarter, Services revenue 
decreased 5% and Technology revenue decreased 13%.

U.S. revenue decreased 9% in the first quarter compared with the year-ago period
and revenue in international markets decreased 4% due to decreases in Europe and
Latin America which were partially offset by an increase in Pacific/Asia.

Pension expense for the three months ended March 31, 2005 was $46.8 million 
compared with $22.2 million of pension expense for the three months ended March 
31, 2004.  The increase in pension expense was due to the following:  (1) a 
decline in the discount rate used for the U.S. pension plan to 5.88% at December
31, 2004 from 6.25% at December 31, 2003, (2) an increase in amortization of net
unrecognized losses for the U.S. plan, and (3) for international plans, declines
in discount rates and currency translation.  The company records pension 
expense, as well as other employee-related costs such as payroll taxes 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 category is 
based on where the salaries of the active employees are charged.  The company 
currently expects to report pension expense of approximately $186.0 million in 
2005 compared with pension expense of $93.6 million in 2004.



<PAGE> 13

Total gross profit margin was 19.0% in the first quarter of 2005 compared with 
26.8% in the year-ago period.  The change principally reflects higher pension 
expense of $32.8 million in the current quarter compared with pension expense of
$15.5 million in the year-ago quarter, as well as operational issues in several 
outsourcing contracts.

For the three months ended March 31, 2005, selling, general and administrative 
expenses were $261.6 million (19.1% of revenue) compared with $261.2 million 
(17.9% of revenue) for the three months ended March 31, 2004.  The three months 
ended March 31, 2005 includes $9.1 million of pension expense compared with $4.9
million in the year-ago period.

Research and development (R&D) expense was $64.9 million compared with $71.5 
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 $4.9 million of pension expense 
compared with pension expense of $1.8 million in the year-ago period.

For the first quarter of 2005, the company reported a pretax operating loss of 
$66.2 million compared with pretax income of $58.8 million a year ago.  The 
change resulted principally (a) from increased pension expense of $46.8 million 
in the current quarter compared with pension expense of $22.2 million in the 
year-ago period, (b) execution issues in several outsourcing contracts, and (c) 
lower revenue levels.

Interest expense for the three months ended March 31, 2005 was $12.6 million 
compared with $17.0 million for the three months ended March 31, 2004.  The 
decrease was principally due to the January 2005 retirement at maturity of all 
of the company's $150 million 7 1/4% senior notes.

Other income (expense), net was income of $.5 million in the current quarter 
compared with income of $.6 million in the year-ago quarter.  

Income (loss) before income taxes was a loss of $78.3 million in the first 
quarter of 2005 compared with income of $42.4 million last year.  The provision 
for income taxes was a benefit of $32.8 million in the current period compared 
with a provision of $13.5 million in the year-ago period.  In the current period
tax benefit, the company recorded a tax benefit of $7.8 million related to a 
favorable decision in foreign tax litigation.  The company expects to receive a 
cash refund of such taxes in the second quarter of 2005.  


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 March 31, 2005 and 2004, was 
$4.8 million and $1.4 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> 14

Information by business segment is presented below (in millions of dollars):

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------

Three Months Ended
March 31, 2005
------------------
Customer revenue          $1,366.6                  $1,107.7     $258.9
Intersegment                           $( 59.9)          4.8       55.1
                           --------    -------      --------    ------- 
Total revenue             $1,366.6     $( 59.9)     $1,112.5     $314.0
                          ========     =======      ========     ====== 
Gross profit percent          19.0%                     11.0%      47.7%
                          ========                  ========     ======

Operating income
     (loss) percent           (4.8)%                    (6.8)%      6.1%
                          ========                   ========    =======

Three Months Ended
March 31, 2004
------------------
Customer revenue          $1,462.9                  $1,165.0     $297.9
Intersegment                           $( 45.7)          4.8       40.9
                          --------     -------      --------     ------
Total revenue             $1,462.9     $( 45.7)     $1,169.8     $338.8
                          ========     =======      ========     ====== 

Gross profit percent          26.8%                     19.1%      48.3%
                          ========                  ========     ======
Operating income
     percent                   4.0%                      2.5%       8.6%
                          ========                  ========     ======

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

In the Services segment, customer revenue was $1.11 billion for the three months
ended March 31, 2005, down 5% compared with $1.17 billion for the three months 
ended March 31, 2004.  Foreign currency translations had about a 3% positive 
impact on Services revenue in the quarter when compared with the year-ago 
period.  The decrease in Services revenue was due to an 5% decrease in 
outsourcing ($421 million in 2005 compared with $443 million in 2004), a 2% 
decrease in consulting and systems integration ($370 compared with $377 million 
in 2004), a 10% decrease in core maintenance revenue ($131 million in 2005 
compared with $145 million in 2004) and a 7% decrease in infrastructure services
revenue ($186 million in 2005 compared with $200 million in 2004).  Services 
gross profit was 11.0% for the three months ended March 31, 2005 compared with 
19.1% in the year-ago period.  Included in gross profit was the impact of 
pension expense of $31.8 million in the current period compared with pension 
expense of $15.2 million in the year-ago period.  Services operating income 
(loss) percent was (6.8)% for the three months ended March 31, 2005 compared 
with 2.5% last year.  Included in operating income (loss) was the impact of 
pension expense of $39.4 million in the current quarter compared with pension 
expense of $19.3 million in the year-ago period.  In addition, the current year 
gross profit and operating profit margins were negatively impacted by 
operational issues in several outsourcing contracts, weakness in project-based 
assignments and the decline in core maintenance.

In the Technology segment, customer revenue was $259 million for the three 
months ended March 31, 2005, down 13% compared with $298 million for the three 
months ended March 31, 2004.  Foreign currency translations had about a 2% 
positive impact on Technology revenue in the quarter when compared with the 
year-ago period.  The decrease in revenue was due to a 37% decrease in sales of 
specialized technology products ($61 million in 2005 compared with $96 million 
in 2004) and a 2% decline in sales of enterprise-class servers ($198 million in 
2005 compared with $202 million in 2004).  Technology gross profit was 47.7% for
the three months ended March 31, 2005 compared with 48.3% in the year-ago 
period, and Technology operating income percent was 6.1% for the three months 
ended March 31, 2005 compared with 8.6% last year.  The margin declines 
primarily reflected a lower proportion of high-end, higher-margin ClearPath 
products as well as pension expense of $7.4 million in the current period 
compared with pension expense of $2.9 million in the prior-year period.



<PAGE> 15

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

In December 2004, the Financial Accounting Standards Board (FASB) issued FASB 
Staff Position No. FAS 109-2 (FSP No. 109-2), "Accounting and Disclosure 
Guidance for the Foreign Earnings Repatriation Provisions within the American 
Jobs Creation Act of 2004" (the Jobs Act).  FSP No. 109-2 provides guidance with
respect to reporting the potential impact of the repatriation provisions of the 
Jobs Act on an enterprise's income tax expense and deferred tax liability.  The 
Jobs Act was enacted on October 22, 2004, and provides for a temporary 85% 
dividends received deduction on certain foreign earnings repatriated during a 
one-year period.  The deduction would result in an approximate 5.25% federal tax
rate on the repatriated earnings.  To qualify for the deduction, the earnings 
must be reinvested in the United States pursuant to a domestic reinvestment plan
established by a company's chief executive officer and approved by a company's 
board of directors.  Certain other criteria in the Jobs Act must be satisfied as
well.  FSP No. 109-2 states that an enterprise is allowed time beyond the 
financial reporting period to evaluate the effect of the Jobs Act on its plan 
for reinvestment or repatriation of foreign earnings.  Although the company has 
not yet completed its evaluation of the impact of the repatriation provisions of
the Jobs Act, the company does not expect that these provisions will have a 
material impact on its consolidated financial position, consolidated results of 
operations, or liquidity.  Accordingly, as provided for in FSP No. 109-2, the 
company has not adjusted its tax expense or deferred tax liability to reflect 
the repatriation provisions of the Jobs Act.

In December 2004, the FASB issued Statement of Financial Accounting Standards 
(SFAS) No. 123 (revised 2004), "Share-Based Payment" (SFAS No. 123R), which 
replaces SFAS No. 123 and supersedes APB Opinion No. 25, "Accounting for Stock 
Issued to Employees."  SFAS No. 123R requires all share-based payments to 
employees, including grants of employee stock options, to be recognized in the 
financial statements based on their fair values.  The pro forma disclosures 
previously permitted under SFAS No. 123 no longer will be an alternative to 
financial statement recognition.  In accordance with a recently-issued 
Securities and Exchange Commission rule, companies will be allowed to implement 
SFAS No. 123R as of the beginning of the first interim or annual period that 
begins after June 15, 2005.  The company currently expects that it will adopt 
SFAS No. 123R on January 1, 2006.  Under SFAS No. 123R, the company must 
determine the appropriate fair value model to be used for valuing share-based 
payments, the amortization method for compensation cost and the transition 
method to be used at date of adoption.  The permitted transition methods include
either retrospective or prospective adoption.  Under the retrospective method, 
prior periods may be restated either as of the beginning of the year of adoption
or for all periods presented.  The prospective method requires that compensation
expense be recorded for all unvested stock options at the beginning of the first
quarter of adoption of SFAS No. 123R, while the retrospective methods would 
record compensation expense for all unvested stock options beginning with the 
first period presented.  The company is currently evaluating the requirements of
SFAS No. 123R and expects that adoption of SFAS No. 123R will have a material 
impact on the company's consolidated financial position and consolidated results
of operations.  The company has not yet determined the method of adoption or the
effect of adopting SFAS No. 123R, and it has not determined whether the adoption
will result in amounts that are similar to the current pro forma disclosures 
under SFAS No. 123.  See note g.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary 
Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary 
Transactions" (SFAS No. 153).  SFAS No. 153 eliminates the exception from fair 
value measurement for nonmonetary exchanges of similar productive assets in 
paragraph 21 (b) of APB Opinion No. 29, "Accounting for Nonmonetary 
Transactions," and replaces it with an exception for exchanges that do not have 
commercial substance.  SFAS No. 153 specifies that a nonmonetary exchange has 
commercial substance if the future cash flows of the entity are expected to 
change significantly as a result of the exchange.  SFAS No. 153 is effective for
periods beginning after June 15, 2005.  The company does not expect that 
adoption of SFAS No. 153 will have a material effect on its consolidated 
financial position, consolidated results of operations, or liquidity. 

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs an amendment of
ARB No. 43, Chapter 4" (SFAS No. 151).  SFAS No. 151 amends the guidance in ARB 
No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal 
amounts of idle facility expense, handling costs and wasted material (spoilage).
Among other provisions, the new rule requires that such items be recognized as 
current-period charges, regardless of whether they meet the criterion of "so 
abnormal" as stated in ARB No. 43.  SFAS No. 151 is effective for fiscal years 



<PAGE>16

beginning after June 15, 2005.  The company does not expect that adoption of 
SFAS No. 151 will have a material effect on its consolidated financial position,
consolidated results of operations, or liquidity.

In May 2004, the FASB issued Staff Position No. FAS 106-2 (FSP No. 106-2), 
"Accounting and Disclosure Requirements Related to the Medicare Prescription 
Drug, Improvement and Modernization Act of 2003" (the Act).  The 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 March 31, 2005, the company's measurements of both the 
APBO and the net postretirement benefit cost do not reflect any amounts 
associated with the subsidy.  Final regulations implementing the Act were issued
on January 21, 2005.  The final regulations clarify how a company should 
determine actuarial equivalency and the definition of a plan for purposes of 
determining actuarial equivalency.  The company is currently evaluating these 
regulations and has not yet determined what effect adoption of FSP No. 106-2 
will have on its consolidated financial position, consolidated results of 
operations, or liquidity.


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

Cash and cash equivalents at March 31, 2005 were $441.6 million compared with 
$660.5 million at December 31, 2004.  

During the three months ended March 31, 2005, cash provided by operations was 
$26.8 million compared with cash provided by operations of $129.2 million for 
the three months ended March 31, 2004.  Operating cash flow decreased 
principally due to lower earnings.  Cash expenditures in the current quarter 
related to prior-year restructuring charges (which are included in operating 
activities) were approximately $14 million compared with $4 million for the 
prior-year quarter, and are expected to be approximately $57 million for the 
remainder of 2005 and $22 million in total for all subsequent years, principally
for work-force reductions and idle lease costs.  In the second quarter of 2005, 
the company expects to receive approximately $48 million of income tax refunds 
of which $40 million represents the U.S. Internal Revenue Service (IRS) tax 
audit settlement in 2004 and $8 million represents the foreign refund discussed 
above.

Cash used for investing activities for the three months ended March 31, 2005 was
$94.2 million compared with $118.5 million during the three months ended March 
31, 2004.  The decrease in cash used was principally due to net proceeds of 
investments of $3.1 million in the current quarter compared with net purchases 
of $5.4 million in the prior-year period.  In addition, the current period 
investment in marketable software was $33.0 million compared with $29.0 million 
in the prior-year.  Capital additions of properties were $22.4 million for the 
three months ended March 31, 2005 compared with $36.5 million in the prior-year 
period.  Capital additions of outsourcing assets were $41.9 million for the 
three months ended March 31, 2005 compared with $47.6 million in the prior-year 
period. 

Cash used for financing activities during the current quarter was $142.0 million
compared with cash provided of $20.7 million in the prior year.  The current 
period includes cash expenditures of $150.0 million to retire at maturity all of
the company's 7 1/4% senior notes. 

At March 31, 2005, total debt was $.9 billion, a decrease of $148.3 million from
December 31, 2004.

The company has a $500 million credit agreement that expires in May 2006.  As of
March 31, 2005, 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 



<PAGE> 17


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 
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 March 31, 2005 and at December 31, 2004, the 
company had sold $225 million of eligible receivables.

At March 31, 2005, the company has met all covenants and conditions under its 
various lending and funding agreements.  Since the company expects to 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.

The company accounts for income taxes in accordance with SFAS No. 109, 
"Accounting for Income Taxes," which requires that deferred tax assets and 
liabilities be recognized using enacted tax rates for the effect of temporary 
differences between the book and tax bases of recorded assets and liabilities.  
SFAS No. 109 also requires that deferred tax assets be reduced by a valuation 
allowance if it is more likely than not that some portion or the entire deferred
tax asset will not be realized.

At March 31, 2005, the company had deferred tax assets in excess of deferred tax
liabilities of $2,147 million.  For the reasons cited below, management 
determined that it is more likely than not that $1,625 million of such assets 
will be realized, therefore resulting in a valuation allowance of $522 million.

The company evaluates quarterly the realizability of its deferred tax assets by 
assessing its valuation allowance and by adjusting the amount of such 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 the net deferred tax assets.  
The company has used tax-planning strategies to realize or renew net deferred 
tax assets to avoid the potential loss of future tax benefits.  

In addition to the repatriation provisions discussed above, the Jobs Act extends
the excess foreign tax credit carry forward period from five to 10 years and 
limits the carry back period to one year.  The company's deferred tax asset 
included approximately $183 million of foreign tax credit carry forwards.  The 
Jobs Act should provide the company with additional opportunities to fully 
utilize this portion of the deferred tax asset. 

Approximately $4.9 billion of future taxable income (predominately U.S.) 
ultimately is needed to realize the net deferred tax assets at March 31, 2005.  
Failure to achieve forecasted taxable income might affect the ultimate 
realization of the net deferred tax assets.  Factors that may affect the 
company's ability to achieve sufficient forecasted taxable income include, but 
are not limited to, the following:  increased competition, a continuing decline 
in sales or margins, loss of market share, delays in product availability or 
technological obsolescence.  See "Factors that may affect future results" below.

The company's annual provision for income taxes and the determination of the 
resulting deferred tax assets and liabilities involve a significant amount of 
management judgment and are based on the best information available at the time.
The company operates within federal, state and international taxing 
jurisdictions and is subject to audit in these jurisdictions.  These audits can 
involve complex issues, which may require an extended period of time to resolve.



<PAGE> 18


As a result, the actual income tax liabilities to the jurisdictions with respect
to any fiscal year are ultimately determined long after the financial statements
have been published. The company maintains reserves for estimated tax exposures.
Income tax exposures include potential challenges of research and development 
credits and intercompany pricing. Exposures are settled primarily through the 
settlement of audits within these tax jurisdictions, but can also be affected by
changes in applicable tax law or other factors, which could cause management of 
the company to believe a revision of past estimates is appropriate. Management 
believes that an appropriate liability has been established for estimated 
exposures; however, actual results may differ materially from these estimates. 
The liabilities are reviewed quarterly for their adequacy and appropriateness. 
As of March 31, 2005, the IRS was in the process of examining Unisys U.S. 
Federal Income tax returns for the fiscal years 1997 through 1999.  The company 
anticipates the examination of these years will be completed in 2005.  The 
company expects that the audit of 2000 through 2003 will commence in 2005.  The 
liabilities, if any, associated with these years will ultimately be resolved 
when events such as the completion of audits by the taxing jurisdictions occur. 
To the extent the audits or other events result in a material adjustment to the 
accrued estimates, the effect would be recognized in the provision for income 
taxes line in the company's Consolidated Statement of Income in the period of 
the event.

Stockholders' equity decreased $14.0 million during the three months ended March
31, 2005, principally reflecting the net loss of $45.5 million, offset in part 
by $11.5 million for issuance of stock under stock option and other plans, $.4 
million of tax benefits related to employee stock plans and currency translation
of $15.8 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 values of pension 
plan assets experience 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, 2004, the difference between the ABO and the fair value of 
pension plan assets increased from the amount at December 31, 2003.  As a result
at December 31, 2004, the company adjusted its minimum pension liability 
adjustment as follows:  increased its pension plan liabilities by approximately 
$95 million, increased its investments at equity by approximately $27 million 
relating to the company's share of the change in NUL's minimum pension 
liability, increased prepaid pension asset by $13 million, and offset these 
changes by an increase in other comprehensive loss of approximately $55 million,
or $39 million net of tax.  
         
This accounting treatment has no effect on the company's net income, liquidity 
or cash flows.  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 2005.  The company expects to make cash contributions of 
approximately $70 million to its other defined benefit pension plans during 
2005.

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.  Other factors that could affect future 




<PAGE> 19


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.

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 continue to delay 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 the company's 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 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.

Recoverability of outsourcing assets is dependent on various factors, including 
the timely completion and ultimate cost of the outsourcing solution, realization
of expected profitability of existing outsourcing contracts and obtaining 
additional outsourcing customers.  These risks could result in an impairment of 
a portion of the associated assets, which are tested for recoverability 
quarterly.
         
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.




<PAGE> 20


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 parts of 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.

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 creating and enhancing a common high-performance platform for 
both its proprietary operating environments and open standards-based operating 
environments such as Microsoft Windows and Linux.  In addition, the company is 
applying its resources to develop value-added software capabilities and 
optimized solutions for these server platforms which provide competitive 
differentiation.  The high-end enterprise server platforms are 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 supporting industry standard software. The company has transitioned both its
legacy ClearPath servers and its Intel-based ES7000s to the CMP platform. 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 customer 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-price 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




<PAGE> 21

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. 

More than half 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, new tax legislation, 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.



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 March 31, 2005.  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 controls over 
financial reporting that occurred during the quarter ended March 31, 2005 that 
has materially affected, or is reasonably likely to materially affect, the 
Company's internal control over financial reporting.  



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


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

(a)       Exhibits

          See Exhibit Index






<PAGE> 22



                               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: April 21, 2005                        By: /s/ Janet Brutschea Haugen
                                                -----------------------------
                                                Janet 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> 23

                             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)

10.1     Unisys Corporation Supplemental Executive Retirement Income Plan, as 
         amended and restated effective January 1, 2005 (incorporated by 
         reference to Exhibit 10.17 to the registrant's Annual Report on Form 
         10-K for the year ended December 31, 2004)

10.2     Unisys Corporation Elected Officer Pension Plan, as amended and 
         restated effective January 1, 2005 (incorporated by 
         reference to Exhibit 10.18 to the registrant's Annual Report on Form 
         10-K for the year ended December 31, 2004)

10.3     2005 Deferred Compensation Plan for Directors of Unisys Corporation
         (incorporated by reference to Exhibit 10.19 to the registrant's Annual 
         Report on Form 10-K for the year ended December 31, 2004)

10.4     Unisys Corporation 2005 Deferred Compensation Plan (incorporated by 
         reference to Exhibit 10.20 to the registrant's Annual 
         Report on Form 10-K for the year ended December 31, 2004)

10.5     Consulting Agreement, dated as of March 31, 2005, between Unisys 
         Corporation and George R. Gazerwitz (incorporated by reference to 
         Exhibit 10 to the registrant's Current Report on Form 8-K dated March 
         31, 2005)

12       Statement of Computation of Ratio of Earnings to Fixed Charges

31.1     Certification of Joseph W. McGrath 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 Joseph W. McGrath 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)

                                

                                  Three             
                                  Months     
                                  Ended          Years Ended December 31
                                  Mar. 31, -----------------------------------
                                  2005      2004   2003   2002   2001   2000  
                                  --------  ----   ----   ----   ----   ----  
Fixed charges
Interest expense                  $  12.6  $ 69.0 $ 69.6 $ 66.5 $ 70.0 $ 79.8 
Interest capitalized during 
  the period                          5.9    16.3   14.5   13.9   11.8   11.4 
Amortization of debt issuance
  expenses                             .8     3.5    3.8    2.6    2.7    3.2 
Portion of rental expense
  representative of interest         15.4    61.6   55.2   53.0   53.9   42.2 
                                   ------  ------ ------ ------ ------  ----- 
    Total Fixed Charges              34.7   150.4  143.1  136.0  138.4  136.6 
                                   ------  ------ ------ ------ ------  -----
Earnings                             
Income (loss) from continuing
 operations before income taxes     (78.3)  (76.0) 380.5  332.8  (73.0) 348.5 
Add (deduct) the following:
 Share of loss (income) of
  associated companies                4.3   (14.0) (16.2)  14.2  ( 8.6) (20.5) 
 Amortization of capitalized
  interest                            3.1    11.7   10.2    8.8    5.4    2.2 
                                   ------  ------ ------ ------ ------  -----
    Subtotal                        (70.9)  (78.3) 374.5  355.8  (76.2) 330.2  
                                   ------  ------ ------ ------ ------  -----

Fixed charges per above              34.7   150.4  143.1  136.0  138.4  136.6 
Less interest capitalized during
  the period                         (5.9)  (16.3) (14.5) (13.9) (11.8) (11.4) 
                                   ------  ------ ------ ------ ------ ------
Total earnings (loss)              $(42.1) $ 55.8 $503.1 $477.9 $ 50.4 $455.4 
                                   ======  ====== ====== ====== ====== ======

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

* Earnings for the three months ended March 31, 2005 and for the years ended 
December 31, 2004 and 2001 were inadequate to cover fixed charges by $76.8 
million, $94.6 million and $88.0 million, respectively.








Exhibit 31.1

                             CERTIFICATION


I, Joseph W. McGrath, 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)) and internal controls over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. Designed such internal control over financial reporting, or caused such 
internal control over financial reporting to be designed under our supervision, 
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance 
with generally accepted accounting principles;

c. 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; and

d. 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 the 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: April 21, 2005


                                /s/ Joseph W. McGrath 
                                    -------------------------
                            Name:   Joseph W. McGrath
                           Title:   President 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)) and internal controls over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. Designed such internal control over financial reporting, or caused such 
internal control over financial reporting to be designed under our supervision, 
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance 
with generally accepted accounting principles;

c. 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; and

d. 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 the 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: April 21, 2005

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







Exhibit 32.1


                  CERTIFICATION OF PERIODIC REPORT

I, Joseph W. McGrath, President 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 March 31, 2005 (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: April 21, 2005



/s/ Joseph W. McGrath
------------------------
Joseph W. McGrath
President 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 March 31, 2005 (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: April 21, 2005



/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.