UNITED STATES          
                    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, 2006

[ ]   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 a large accelerated 
filer, an accelerated filer, or a non-accelerated filer.  See definition of 
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange 
Act.  (Check one):

Large Accelerated Filer [X]  Accelerated Filer [ ]  Non-Accelerated Filer [ ]

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


     Number of shares of Common Stock outstanding as of March 31, 2006
343,012,266.



<PAGE> 2

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                (Millions)
   
                                          
                                          March 31,    
                                            2006       December 31,
                                         (Unaudited)       2005
                                         -----------   ------------
Assets
------
Current assets
Cash and cash equivalents                 $  980.2       $  642.5
Accounts and notes receivable, net         1,066.4        1,111.5
Inventories:
   Parts and finished equipment              100.8          103.4
   Work in process and materials              88.0           90.7
Deferred income taxes                         88.1           68.2
Prepaid expenses and other current assets    158.1          137.0
                                          --------       --------
Total                                      2,481.6        2,153.3
                                          --------       --------

Properties                                 1,339.3        1,320.8
Less-Accumulated depreciation and
  amortization                               963.7          934.4
                                          --------       --------
Properties, net                              375.6          386.4
                                          --------       --------
Outsourcing assets, net                      407.0          416.0
Marketable software, net                     320.4          327.6
Investments at equity                          1.1          207.8
Prepaid pension cost                       1,333.2           66.1
Deferred income taxes                        138.4          138.4
Goodwill                                     192.1          192.0
Other long-term assets                       138.3          141.3
                                          --------       --------
Total                                     $5,387.7       $4,028.9
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $   19.7       $   18.1

Current maturities of long-term debt          58.7           58.8
Accounts payable                             445.3          444.6
Other accrued liabilities                  1,403.0        1,293.3
                                          --------       --------
Total                                      1,926.7        1,814.8
                                          --------       --------
Long-term debt                             1,049.1        1,049.0
Accrued pension liabilities                  351.9          506.9
Other long-term liabilities                  679.1          690.8

Stockholders' equity (deficit)
Common stock, shares issued: 2006; 345.1
   2005, 344.2                                 3.5            3.4
Accumulated deficit                       (2,136.0)      (2,108.1)
Other capital                              3,922.8        3,917.0
Accumulated other comprehensive loss        (409.4)      (1,844.9)
                                          --------       --------
Stockholders' equity (deficit)             1,380.9          (32.6)
                                          --------       --------
Total                                     $5,387.7       $4,028.9
                                          ========       ========

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  
                                         ---------------------------   
                                             2006           2005     
                                           --------       --------   
                                                                     
Revenue                                                              
  Services                                 $1,176.4       $1,107.7   
  Technology                                  211.4          258.9   
                                           --------       --------   
                                            1,387.8        1,366.6   
Costs and expenses
   Cost of revenue:
     Services                               1,076.5          981.4   
     Technology                               109.4          124.9   
                                           --------       --------
                                            1,185.9        1,106.3   
                            
Selling, general and administrative           295.4          261.6   
Research and development                       75.3           64.9   
                                           --------       --------   
                                            1,556.6        1,432.8   
                                           --------       --------   
Operating loss                               (168.8)         (66.2)  

Interest expense                               19.8           12.6   
Other income (expense), net                   153.4             .5   
                                           --------       --------   
Loss before income taxes                      (35.2)         (78.3)  
Benefit for income taxes                       (7.3)         (32.8)  
                                           --------       --------   
Net loss                                   $  (27.9)      $  (45.5)  
                                           ========       ========
Loss per share
   Basic                                   $   (.08)      $   (.13)  
                                           ========       ========
   Diluted                                 $   (.08)      $   (.13)  
                                           ========       ========


See notes to consolidated financial statements.






<PAGE> 4


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

                                                    Three Months Ended
                                                         March 31
                                                    ------------------
                                                       2006      2005
                                                    --------   --------
                                                      
Cash flows from operating activities
Net loss                                           $  (27.9)   $ (45.5) 
Add (deduct) items to reconcile net loss
   to net cash provided by operating activities:
Equity loss                                             4.3        4.3
Employee stock compensation (income)                    1.7        (.4)
Depreciation and amortization of properties            30.3       30.0
Depreciation and amortization of outsourcing assets    35.0       34.7
Amortization of marketable software                    33.1       28.5
Gain on sale of NUL shares and other assets          (153.2)          
Increase in deferred income taxes, net                (19.8)     (  .3)
Decrease in receivables, net                           67.0       90.5
Decrease (increase) in inventories                      4.3       (6.5)
Increase (decrease) in accounts payable and other
  accrued liabilities                                  94.5     (225.1)
(Decrease) increase in other liabilities              (14.6)      97.7
Increase in other assets                              (30.8)     (16.4)
Other                                                   3.0       35.3
                                                    -------     ------
Net cash provided by operating activities              26.9       26.8
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                        1,869.3    1,779.9
   Purchases of investments                        (1,870.6)  (1,776.8)
   Investment in marketable software                  (27.1)     (33.0)
   Capital additions of properties                    (21.6)     (22.4)
   Capital additions of outsourcing assets            (24.6)     (41.9)
   Proceeds from sale of NUL shares and                                
     other assets                                     380.6            
                                                    -------     ------

Net cash provided by (used for) 
  investing activities                                306.0      (94.2)
                                                    -------     ------
Cash flows from financing activities
   Net proceeds from short-term borrowings              1.6        1.7
   Proceeds from employee stock plans                    .6        6.6
   Payments of long-term debt                                   (150.3)
                                                    -------     ------
Net cash provided by (used for) financing activities    2.2     (142.0)
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                            2.6       (9.5)
                                                    -------     ------

Increase (decrease) in cash and cash equivalents      337.7     (218.9)
Cash and cash equivalents, beginning of period        642.5      660.5
                                                    -------    -------
Cash and cash equivalents, end of period           $  980.2    $ 441.6
                                                   ========    =======



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, 2006 and 2005 (dollars in millions, shares in 
thousands):
                                                  Three Months Ended March 31,
                                                  ----------------------------
                                                      2006            2005
                                                   -----------     ----------
    Basic Loss Per Share

    Net loss                                       $  (27.9)       $   (45.5)
                                                   =========       =========
    Weighted average shares                         342,458          338,248
                                                   =========       =========
    Basic loss per share                           $   (.08)       $    (.13)
                                                   =========       =========
    Diluted Loss Per Share
    
    Net loss                                       $  (27.9)       $   (45.5)
                                                   =========       =========
    Weighted average shares                         342,458          338,248
    Plus incremental shares from assumed 
      conversions of employee stock plans                -                - 
                                                   ---------       ---------
    Adjusted weighted average shares                342,458          338,248
                                                   =========       =========
    Diluted loss per share                         $   (.08)       $    (.13)
                                                   =========       =========

At March 31, 2006, 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, 2006.

b.  As part of the company's repositioning plan to right size its cost 
structure, on March 31, 2006, the company committed to a reduction of 
approximately 3,600 employees.  This resulted in a pretax charge in the first 
quarter of 2006 of $145.9 million, principally related to severance costs.  The 
charge is broken down as follows: (a) approximately 1,600     employees in the 
U.S. for a charge of $50.3 million and (b) approximately 2,000 employees 
outside the U.S. for a charge of $95.6 million.  The employee reductions are 
expected to be substantially completed by the end of 2006.  The company 
anticipates that these actions will yield approximately $250 million of 
annualized cost savings on a run-rate basis by the end of 2006.  The pretax 
charge was recorded in the following statement of income classifications: 
cost of revenue-services, $83.4 million; cost of revenue-technology, $2.0 
million; selling, general and administrative expenses, $45.4 million; research 
and development expenses, $17.6 million; and other income (expense), net, $2.5 
million.  The income recorded in other income (expense), net relates to 
minority shareholders' portion of the charge related to majority owned 
subsidiaries which are fully consolidated by the company.  The company is also 
in the process of identifying additional cost reduction actions, primarily 
in Continental Europe, for which it expects to take a charge in the second 
quarter of 2006.

On March 31, 2006, the company and its lenders entered into an amendment to 
the company's $500 million credit agreement modifying the financial covenants 
to provide the necessary flexibility to record the above charge.

c.  On March 17, 2006, the company adopted changes to its U.S. defined benefit 
pension plans effective December 31, 2006, and will increase matching 
contributions to its defined contribution savings plan beginning January 1, 
2007.  The changes to the U.S. plans are part of a global effort by the company 
to provide a competitive retirement program while controlling the level and 
volatility of retirement costs.



<PAGE> 6

The changes to the U.S. pension plans affect most U.S. employees and senior 
management. They include: 

  * Ending the accrual of future benefits in the company's defined benefit 
pension plans for employees effective December 31, 2006.  There will be no new 
entrants to the plans after that date.

  * Increasing the company's matching contribution under the company savings 
plan to 100 percent of the first 6 percent of eligible pay contributed by
participants, up from the current 50 percent of the first 4 percent of eligible 
pay contributed by participants.  The company match is made in stock.

The changes do not affect the vested accrued pension benefits of current and 
former employees, including Unisys retirees, as of December 31, 2006.

As a result of the amendment to stop accruals for future benefits in its U.S. 
defined benefit pension plans, the company recorded a pretax curtailment gain 
of $45.0 million in the first quarter of 2006.  U.S. GAAP pension accounting 
rules require companies to re-measure both plan assets and obligations whenever 
a significant event occurs, such as a plan amendment.  The company has 
performed such re-measurement as of March 31, 2006.  As a result of the re-
measurement, the company's U.S. qualified defined benefit pension plan is no 
longer in a minimum liability position and accordingly, the company has 
reclassified its prepaid pension asset from other comprehensive income to a 
prepaid pension asset on its balance sheet.  Based on the changes to the U.S. 
plans, the March 31, 2006 re-measurement and including the $45.0 million 
curtailment gain, the company currently expects its 2006 worldwide pension 
expense to be approximately $141 million, down from $181 million in 2005.  The 
expected pension expense in 2006 is based on actuarial assumptions and on 
assumptions regarding interest rates and currency exchange rates, all of which 
are subject to change.  Accordingly the expected expense amount could change.

Net periodic pension expense (income) for the three months ended March 31, 
2006 and 2005 is presented below (in millions of dollars):

                                     Three Months             Three Months
                                 Ended March 31, 2006     Ended March 31, 2005
                                ----------------------   ----------------------
                                        U.S.    Int'l.            U.S.    Int'l.
                                Total   Plans   Plans    Total    Plans   Plans
                                -----   -----   -----    -----    -----   -----

    Service cost               $ 29.8  $ 18.4   $ 11.4  $  31.7  $  19.1 $ 12.6
    Interest cost                94.9    68.1     26.8     93.1     65.3   27.8
    Expected return on
      plan assets              (119.9)  (90.7)   (29.2)  (121.0)  ( 90.3) (30.7)
    Amortization of prior
      service (benefit) cost      (.3)  (  .5)      .2   (  1.3)  (  1.9)    .6
    Recognized net actuarial 
      loss                       48.4    36.5     11.9     44.3     34.1   10.2
    Curtailment gain            (45.0)  (45.0)
                                -----   ------   ------   ------   ------  -----
    Net periodic pension
      expense (income)         $  7.9  $(13.2)   $21.1   $ 46.8  $  26.3  $20.5
                                =====   ======   ======  =======   ======  =====

The company currently expects to make cash contributions of approximately $70 
million to its worldwide defined benefit pension plans in 2006 compared with 
$71.6 million in 2005.  For the three months ended March 31, 2006 and 2005, 
$18.4 million and $15.6 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 2006.



<PAGE> 7

    Net periodic postretirement benefit expense for the three months ended
    March 31, 2006 and 2005 is presented below (in millions of dollars):

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                       2006          2005
                                                       ----          ----
    Interest cost                                      $3.2         $3.5
    Expected return on assets                           (.1)         (.1)
    Amortization of prior service benefit               (.5)         (.5)
    Recognized net actuarial loss                       1.3          1.6
                                                       ----         ----
    Net periodic postretirement benefit expense        $3.9         $4.5
                                                       ====         ====

The company expects to make cash contributions of approximately $28 million to 
its postretirement benefit plan in 2006 compared with $26.4 million in 2005.  
For the three months ended March 31, 2006 and 2005, $6.1 million and $7.4 
million, respectively, of cash contributions have been made.

d.  In March 2006, the company sold all of the shares it owned in Nihon Unisys, 
Ltd. (NUL), a publicly traded Japanese company.  The company received gross 
proceeds of $378.1 million and recognized a pretax gain of $149.9 million in 
the first quarter of 2006.  NUL will remain the exclusive distributor of the 
company's hardware and software in Japan.

At December 31, 2005, the company owned approximately 29% of the voting common 
stock of NUL.  The company accounted for this investment by the equity method, 
and, at December 31, 2005, the amount recorded in the company's books for the 
investment, after the reversal of a minimum pension liability adjustment, was 
$243 million.  During the years ended December 31, 2005, 2004, 2003, and for 
the three months ended March 31, 2006 and 2005, the company recorded equity 
income (loss) related to NUL of $9.1 million, $16.2 million, $18.2 million, 
$(4.2) million and $(4.3) million, respectively.  These amounts were recorded 
in "Other income (expense), net" in the company's consolidated statements of 
income.

e.  Under the company's stockholder approved stock-based plans, stock options, 
stock appreciation rights, restricted stock and restricted stock units may be 
granted to officers, directors and other key employees.  At March 31, 2006, 
13.4  million shares of unissued common stock of the company were available for 
granting under these plans.  

As of March 31, 2006, the company has granted non-qualified stock options and 
restricted stock units under these plans.  Prior to January 1, 2006, the 
company applied the recognition and measurement principles of APB Opinion No. 
25, "Accounting for Stock Issued to Employees," and related interpretations in 
accounting for those plans, whereby for stock options, at the date of grant, no 
compensation expense was reflected in 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.  Pro forma information regarding net income 
and earnings per share was provided in accordance with  Statement of Financial 
Accounting Standards (SFAS)  No. 148, "Accounting for Stock-Based 
Compensation - Transition and Disclosure" (SFAS No. 148), as if the fair value 
method defined by SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS 
No. 123) had been applied to stock-based compensation.  For purposes of the pro 
forma disclosures, the estimated fair value of stock options was amortized to 
expense over the options' vesting period.

Effective January 1, 2006, the company adopted SFAS No. 123 (revised 2004), 
"Share-Based Payment" (SFAS No. 123R), which replaces SFAS No. 123 and 
supersedes APB Opinion No. 25.  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 company adopted SFAS 
No. 123R using the modified-prospective transition method, which requires the 
company, beginning January 1, 2006 and thereafter, to expense the grant date 
fair value of all share-based awards over their remaining vesting periods to 
the extent the awards were not fully vested as of the date of adoption and to 
expense the fair value of all share-based awards granted subsequent to December 
31, 2005 over their requisite service periods.  Stock-based compensation 
expense for all share-based payment awards granted after January 1, 2006 is 
based on the grant-date fair value estimated in accordance with the provisions 
of SFAS No. 123R.  The company recognizes compensation cost net of a forfeiture 
rate and recognizes the compensation cost for only those awards expected to 
vest on a straight-line basis over the requisite service period of the award, 
which is generally the vesting term.  The company estimated the forfeiture rate 
based on its historical experience and its expectations about future 
forfeitures.  As required under the modified- prospective transition method, 
prior periods have not been restated.  In March 2005, the Securities and 
Exchange Commission (SEC) issued Staff Accounting Bulletin No. 107 (SAB 107) 
regarding the SEC's interpretation of SFAS No. 123R and the valuation of share-
based payments for public companies.  The company has applied the provisions of 
SAB 107 in its adoption of SFAS No. 123R.  The company records share-based 
payment expense in selling, general and administrative expenses.



<PAGE> 8

The company's stock option and time-based restricted stock unit grants include 
a provision that if termination of employment occurs after the participant has 
attained age 55 and completed 5 years of service with the company, or for 
directors, the completion of 5 years of service as a director, the participant 
shall continue to vest in each of his or her awards in accordance with the 
vesting schedule set forth in the applicable award agreement.  For purposes of 
the pro forma information required to be disclosed by SFAS No. 123, the company 
recognized compensation expense over the vesting period.  Under SFAS No. 123R, 
compensation expense is recognized over the period through the date that the 
employee first becomes eligible to retire and is no longer required to provide 
service to earn the award.  For grants prior to January 1, 2006, compensation 
expense continues to be recognized under the prior method; compensation expense 
for awards granted after December 31, 2005 is recognized over the period to the 
date the employee first becomes eligible for retirement.

Options have been granted to purchase the company's common stock at an exercise 
price equal to or greater than the fair market value at the date of grant.  
Options granted before January 1, 2005 generally have a maximum duration of ten 
years and were exercisable in annual installments over a four-year period 
following date of grant.  Stock options granted after January 1, 2005 generally 
have a maximum duration of five years and become exercisable in annual 
installments over a three-year period following date of grant.  On September 
23, 2005, the company accelerated the vesting of all of its then-issued 
unvested stock options.  On December 19, 2005, the company granted fully vested 
stock options to purchase a total of 3.4 million shares of the company's common 
stock at an exercise price of $6.05, the fair market value of the company's 
common stock on December 19, 2005.

Prior to January 1, 2006, restricted stock units had been granted and were 
subject to forfeiture upon employment termination prior to the release of the 
restrictions.  Compensation expense resulting from these awards is recognized 
as expense ratably from the date of grant until the date the restrictions lapse 
and is based on the fair market value of the shares at the date of grant.  

For stock options issued both before and after adoption of SFAS No. 123R, the 
fair value is estimated at the date of grant using a Black-Scholes option 
pricing model.  As part of its adoption of SFAS No. 123R, for stock options 
issued after December 31, 2005, the company reevaluated its assumptions in 
estimating the fair value of stock options granted.  Principal assumptions used 
are as follows: (a) expected volatility for the company's stock price is based 
on historical volatility and implied market volatility, (b) historical exercise 
data is used to estimate the options' expected term, which represents the 
period of time that the options granted are expected to be outstanding, and (c) 
the risk-free interest rate is the rate on zero-coupon U.S. government issues 
with a remaining term equal to the expected life of the options.  The company 
recognizes compensation expense for the fair value of stock options, which have 
graded vesting, on the straight-line basis over the requisite service period of 
the awards.

The fair value of stock option awards was estimated using the Black-Scholes 
option pricing model with the following assumptions and expected weighted-
average fair values as follows:

                                                Three Months Ended March 31, 
                                                ----------------------------

                                                      2006          2005
                                                      ----          ----

Weighted-average fair value of grant                 $2.59          $3.27
Risk-free interest rate                               4.35%          3.43%
Expected volatility                                  45.88%         55.00%
Expected life of options in years                     3.67           3.50
Expected dividend yield                                 -              -



<PAGE> 9

Prior to January 1, 2006, the company would grant an annual stock option award 
to officers, directors and other key employees generally in the first quarter 
of a year.  For 2006, this annual stock option award has been replaced with 
restricted stock unit awards.  The company currently expects to continue to 
grant stock option awards, principally to newly hired individuals.  The 
restricted stock unit awards granted in March of 2006 contain both time-based 
units (25% of the grant) and performance-based units (75% of the grant).  The 
time-based units vest in three equal annual installments beginning with the 
first anniversary of the grant, and the performance-based units vest in three 
equal annual installments, beginning with the first anniversary of the grant, 
based upon the achievement of pretax profit and revenue growth rate goals in 
2006, 2006-2007, and 2006-2008, for each installment, respectively.  Each 
performance-based unit will vest into zero to 1.5 shares depending on the 
degree to which the performance goals are met.  Compensation expense resulting 
from these awards is recognized as expense ratably for each installment from 
the date of grant until the date the restrictions lapse and is based on the 
fair market value at the date of grant and the probability of achievement of 
the specific performance-related goals.  

During the three months ended March 31, 2006, the company recorded $1.7 million 
of share-based compensation expense, which is comprised of $1.6 million of 
restricted stock unit expense and $.1 million of stock option expense.  

The adoption of SFAS No. 123R had an immaterial impact to income before income 
taxes and net income for the three months ended March 31, 2006.

A summary of the status of stock option activity for the three months ended 
March 31, 2006 follows (shares in thousands):

                                              Weighted-
                               Weighted-      Average        Aggregate
                               Average        Remaining      Intrinsic
                               Exercise       Contractual    Value
   Options       Shares        Price          Term (years)   ($ in millions)
   -------       ------        ---------      ------------   ---------------

Outstanding at
   December 
   31, 2005           47,536       $16.54
Granted                  229         6.62
Exercised               (100)        6.25
Forfeited and
   expired              (702)       13.04
                      -------
Outstanding at
   March 31, 2006     46,963        16.57            4.89           $3.8
                      ======
Vested and 
   expected to
   vest at 
   March 31, 2006     46,963        16.57            4.89            3.8
                      ======
Exercisable at
   March 31, 2006     46,474        16.68            4.89            3.6
                      ======


The aggregate intrinsic value in the above table reflects the total pretax 
intrinsic value (the difference between the company's closing stock price on 
the last trading day of the period and the exercise price of the options, 
multiplied by the number of in-the-money stock options) that would have been 
received by the option holders had all option holders exercised their options 
on March 31, 2006.  The intrinsic value of the company's stock options changes 
based on the closing price of the company's stock.  The total intrinsic value 
of options exercised for the three months ended March 31, 2006 and March 31, 
2005 was immaterial.  As of March 31, 2006, $1.2 million of total unrecognized 
compensation cost related to stock options is expected to be recognized over a 
weighted-average period of 1.8 years.

A summary of the status of restricted stock unit activity for the three months 
ended March 31, 2006 follows (shares in thousands):

                                                                Weighted-
                                         Restricted             Average
                                         Stock                  Grant Date
                                         Units                  Fair Value
                                         ----------             ----------

Outstanding at
   December 31, 2005                         352                   $8.89
Granted                                    1,681                    6.65
Vested                                      (128)                   7.62
Forfeited and
   expired                                   (11)                  11.08
                                            ----
Outstanding at
   March 31, 2006                          1,894                    6.97
                                           =====



<PAGE> 10

The fair value of restricted stock units is determined based on the average of 
the high and low trading price of the company's common shares on the date of 
grant.  The weighted-average grant-date fair value of restricted stock units 
granted during the three months ended March 31, 2006 and 2005 was $6.65 and 
$7.62, respectively.  As of March 31, 2006, there was $10.3 million of total 
unrecognized compensation cost related to outstanding restricted stock units 
granted under the company's plans.  That cost is expected to be recognized over 
a weighted-average period of 1.9 years.  The total fair value of restricted 
share units vested during the three months ended March 31, 2006 was $.8 million.
No restricted share units vested during the three months ended March 31, 2005.  

For the three months ended March 31, 2005, 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, except 
per share amounts):

                                          Three Months Ended March 31,
                                          ----------------------------
                                                    2005
                                                    ----       
    Net loss as reported                          $(45.5)
    Deduct total stock-based employee
      compensation expense determined
      under fair value method for all
      awards, net of tax                           (5.7)
                                                  ------       
    Pro forma net loss                           $(51.2)
                                                  ======
    Loss per share
      Basic - as reported                         $ (.13)
      Basic - pro forma                           $ (.15)
      Diluted - as reported                       $ (.13)
      Diluted - pro forma                         $ (.15)

Common stock issued upon exercise of stock options or upon lapse of 
restrictions on restricted stock units are newly-issued shares.  Cash received 
from the exercise of stock options for the three months ended March 31, 2006 
and 2005 was $.6 million and $.3 million, respectively.  The company did not 
realize any tax benefits from the exercise of stock options or upon issuance of 
stock upon lapse of restrictions on restricted stock units in light of its tax 
asset carryforwards.  Prior to the adoption of SFAS No. 123R, the company 
presented such tax benefits as operating cash flows.  Upon the adoption of SFAS 
No. 123R, tax benefits resulting from tax deductions in excess of the 
compensation cost recognized are classified as financing cash flows.

f.  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, 2006 and 2005 
was $1.3 million and $4.8 million, respectively.  The profit on these 
transactions is eliminated in Corporate.  


<PAGE> 11

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, 2006 and 2005 is presented below (in millions of 
dollars):

                               Total    Corporate    Services    Technology
                               -----    ---------    --------    ----------
    Three Months Ended 
      March 31, 2006
    ------------------
    Customer revenue         $1,387.8                $1,176.4     $ 211.4
    Intersegment                        $  (42.6)         3.4        39.2
                             --------   --------     --------      ------
    Total revenue            $1,387.8   $  (42.6)    $1,179.8     $ 250.6
                             ========   ========     ========      ======
    Operating loss           $ (168.8)  $ (144.8)    $  (10.5)    $ (13.5)
                             ========   ========     ========     =======


    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
                             =========   =======     ========     =======

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

                                            Three Months Ended March 31
                                            ---------------------------
                                                   2006         2005
                                                   ----         ----
    Total segment operating loss               $   (24.0)       $(55.8)
    Interest expense                               (19.8)        (12.6)
    Other income (expense), net                    153.4            .5 
    Cost reduction charge                         (145.9)
    Corporate and eliminations                       1.1         (10.4)
                                                  ------        ------
    Total loss before income taxes             $   (35.2)       $(78.3)
                                                 =======        ======

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

                                            Three Months Ended March 31
                                            ---------------------------
                                                  2006           2005
                                                  ----           ----
    Services 
     Consulting and systems integration        $  381.3       $  369.8
     Outsourcing                                  455.2          400.2
     Infrastructure services                      225.0          202.8
     Core maintenance                             114.9          134.9
                                                --------      --------
                                                1,176.4        1,107.7
    Technology
     Enterprise-class servers                     168.1          198.2
     Specialized technologies                      43.3           60.7
                                                --------      --------
                                                  211.4          258.9
                                                --------      --------
    Total                                      $1,387.8       $1,366.6
                                                ========      ========


<PAGE> 12 

g.  Comprehensive income (loss) for the three months ended March 31, 2006 
and 2005 includes the following components (in millions of dollars):

                                                          2006       2005
                                                        ------     ------
    Net loss                                          $  (27.9)    $(45.5)
    Other comprehensive income (loss)
      Cash flow hedges
        Income (loss), net of tax of $ - and $1.3           .2        2.3
        Reclassification adjustments, net of tax
        of $ -  and $.7                                    (.2)       1.4
      Foreign currency translation adjustments           (10.5)      15.8
      Reversal of U.S. minimum pension liability       1,446.0        -  
                                                       -------     ------
    Total other comprehensive income                   1,435.5       19.5
                                                       -------     ------
    Comprehensive income (loss)                       $1,407.6     $(26.0)
                                                       =======     ======

Accumulated other comprehensive income (loss) as of December 31, 2005 and 
March 31, 2006 is as follows (in millions of dollars):

                                                          Cash    Minimum
                                            Translation   Flow    Pension
                                     Total  Adjustments  Hedges  Liability
                                     -----  -----------  ------  ---------
    Balance at December 31, 2005  $(1,844.9)  $(627.3)   $   .1  $(1,217.7)

    Change during period            1,435.5     (10.5)     -       1,446.0
                                   --------   -------    ------  ---------

    Balance at March 31, 2006     $  (409.4)  $(637.8)   $   .1  $   228.3
                                   ========   =======    ======  =========

h.  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):



                                                 Three Months Ended March 31,
                                                 ----------------------------
                                                       2006        2005
                                                       ----        ----
    Balance at beginning of period                    $ 8.0       $11.6 
    
    Accruals for warranties issued
      during the period                                 2.9         2.4 

    Settlements made during the period                 (2.4)       (2.9) 

    Changes in liability for pre-existing warranties
      during the period, including expirations           .8        ( .1) 
                                                      -----       -----
    Balance at March 31                               $ 9.3       $11.0 
                                                      =====       =====

i.  Cash paid during the three months ended March 31, 2006 and 2005 for income
taxes was $19.9 million and $41.3 million, respectively.

Cash paid during the three months ended March 31, 2006 and 2005 for interest 
was $11.6 million and $16.5 million, respectively.



<PAGE> 13

j.  Effective January 1, 2006, the company adopted 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.  Adoption of 
SFAS No. 151 did not have a material effect on the company's consolidated 
financial position, consolidated results of operations, or liquidity.

k.  Certain prior year amounts have been reclassified to conform with the 2006 
presentation.


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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Overview

For the three months ended March 31, 2006, the company reported a net loss of 
$27.9 million, or $.08 per share, compared with a net loss of $45.5 million, or 
$.13 per share, for the three months ended March 31, 2005.  

During the first quarter of 2006, the company executed against its previously-
announced plan to fundamentally reposition the company for profitable growth 
over the 2006-2008 timeframe.  During the quarter, the company:

* began implementing personnel reductions by committing to a reduction of 
approximately 3,600 employees, which resulted in a pretax charge of $145.9 
million.  See note (b).
* adopted changes to its U.S. defined benefit pension plans effective December 
31, 2006, and will increase matching contributions to its defined contribution 
savings plan beginning January 1, 2007.  As a result of the amendment to stop 
accruals for future benefits, the company recorded a pretax curtailment gain of 
$45.0 million.  See note (c).

* took initial steps in its program to divest non-core assets.  In March the 
company divested its stake in Nihon Unisys, Ltd. (NUL), an IT solutions 
provider in Japan.  The company sold all of its 30.5 million shares in NUL, 
generating cash proceeds of approximately $378 million.  Proceeds from the sale 
will be used to fund the company's cost reduction program.  A pretax gain of 
$149.9 million was recorded on the sale.  The company also sold certain assets 
of its Unigen semiconductor test equipment business for cash proceeds of $8 
million.  See note (d).

* reached a definitive agreement with its partner banks on renegotiated terms 
for its iPSL check and payment processing joint venture in the United Kingdom.  
The terms of the new agreement, which went into effect on January 1, 2006, 
include new tariff arrangements that are expected to yield an additional 
approximately $150 million in revenue to the company over the 2006-2010 
timeframe.

* signed a series of alliance agreements with NEC Corporation (NEC) to 
collaborate in server technology, research and development, manufacturing, and 
solutions delivery.  Among the areas included in the agreements, the two 
companies will co-design and develop a common high-end, Intel-based server 
platform for customers of both companies, and NEC is recognizing the company as 
a preferred provider of technology support and maintenance services and managed 
security services in markets outside of Japan. 



<PAGE> 14

Results of operations

Company results
    
Revenue for the quarter ended March 31, 2006 was $1.39 billion compared with 
$1.37 billion for the first quarter of 2005.  Revenue in the current period 
increased 2% from the prior year.  This increase was due to a 6% increase in 
Services revenue offset in part by a decrease of 18% in Technology revenue.  
Foreign currency fluctuations had a 3 percentage point negative impact on 
revenue in the current period compared with the year-ago period.   U.S. revenue 
was flat in the first quarter compared with the year-ago period while revenue 
in international markets increased 3% due to increases in Latin America and 
Europe offset in part by a decline in Pacific/Asia/Japan.  On a constant 
currency basis, international revenue increased 9% in the three months ended 
March 31, 2006 compared with the three months ended March 31, 2005.

Pension expense for the three months ended March 31, 2006 was $7.9 million 
compared with $46.8 million for the three months ended March 31, 2005.  The 
decrease in pension expense in 2006 from 2005 was due to the following:  the 
U.S. curtailment gain of $45.0 million recognized in 2006, offset in part by an 
increase in expense due to the use of an updated mortality table to reflect 
longer life expectancy for the U.S. plan, and for international plans, declines 
in discount rates and currency translation.  The company records pension income 
or expense, as well as other employee-related costs such as 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 active employees are charged.

Total gross profit margin was 14.5% in the three months ended March 31, 2006 
compared with 19.0% in the three months ended March 31, 2005.  The decline in 
gross profit margin in 2006 compared with 2005 principally reflected the $85.4 
million cost reduction charge in 2006, offset in part by a decline in pension 
expense to $7.7 million in the three months ended March 31, 2006 compared with 
$32.8 million in the year ago period.

Selling, general and administrative expenses were $295.4 million for the three 
months ended March 31, 2006 (21.3% of revenue) compared with $261.6 million 
(19.1% of revenue) in the year-ago period.  The change in selling, general and 
administrative expenses in 2006 compared with 2005 was principally due to (a) a 
$45.4 million charge in 2006 relating to the cost reduction actions, offset in 
part by (b) $1.8 million of pension expense in 2006 compared with pension 
expense of $9.1 million in 2005.

Research and development (R&D) expenses in first quarter of 2006 were $75.3 
million compared with $64.9 million in the first quarter of 2005.  The company 
continues to invest in proprietary operating systems and in key programs within 
its industry practices.  R&D expense in 2006 included a $17.6 million charge 
relating to the 2006 cost reduction actions.  R&D in 2006 includes $1.6 million 
of pension income compared with $4.9 million of pension expense in 2005.
	
For the first quarter of 2006, the company reported a pretax operating loss of 
$168.8 million compared with a pretax operating loss of $66.2 million in the 
first quarter of 2005.  The principal items affecting the comparison of 2006 
with 2005 were (a) a $148.4 million charge in 2006 relating to the cost 
reduction actions, and (b) pension expense of $7.9 million in 2006 compared 
with $46.8 million in 2005.

Interest expense for the three months ended March 31, 2006 was $19.8 million 
compared with $12.6 million for the three months ended March 31, 2005, 
principally due to higher average debt.

Other income (expense), net, which can vary from period to period, was income 
of $153.4 million in the first quarter of 2006, compared with income of $.5 
million in 2005.  The difference in 2006 from 2005 was principally due to the 
$149.9 million gain from the sale of all of the company's shares in NUL (see 
note (d)).

Income (loss) before income taxes for the three months ended March 31, 2006 was 
a loss of $35.2 million compared with a loss of $78.3 million in 2005.  The 
benefit for income taxes was $7.3 million in the current quarter compared with 
a benefit of $32.8 million in the year-ago period.  Due to the increase to a 
full valuation allowance for all of the company's U.S. tax assets and certain 
international subsidiaries in the third quarter of 2005, the company no longer 
has a meaningful effective tax rate.  The company will record a tax provision 
or benefit for those international subsidiaries that do not have a full 
valuation allowance against their deferred tax assets.  Any profit or loss 
recorded for the company's U.S. operations will have no provision or benefit 
associated with it.  As a result, the company's provision or benefit for taxes 
will vary significantly quarter to quarter depending on the geographic 
distribution of income.


<PAGE> 15

In 2002, the company and the Transportation Security Administration (TSA) 
entered into a competitively awarded contract providing for the establishment 
of secure information technology environments in airports. The Defense Contract 
Audit Agency (DCAA), at the request of TSA, reviewed contract performance and 
raised some government contracting issues. It is not unusual in complex 
government contracts for the government and the contractor to have issues arise 
regarding contract obligations. The company continues to work collaboratively 
with the DCAA and TSA to try to resolve these issues. While the company 
believes that it and the government will resolve the issues raised, there can 
be no assurance that these issues will be successfully resolved or that new 
issues will not be raised. It has been publicly reported that certain of these 
matters have been referred to the Inspector General's office of the Department 
of Homeland Security for investigation. The company has received no 
investigative requests from the Inspector General's office or any other 
government agency with respect to any such referral. The company does not know 
whether any such referral will be pursued or, if pursued, what effect it may 
have on the company or on the resolution of the issues with TSA.

Segment results

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 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 agreements.  The amount of such profit included in operating income of 
the Technology segment for the three months ended March 31, 2006 and 2005 was 
$1.3 million and $4.8 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.  Therefore, the segment comparisons below 
exclude the cost reduction items mentioned above.  



<PAGE> 16

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

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
March 31, 2006
------------------
Customer revenue          $1,387.8                  $1,176.4     $211.4
Intersegment                           $( 42.6)          3.4       39.2
                          --------     -------      --------     ------
Total revenue             $1,387.8     $( 42.6)     $1,179.8     $250.6
                          ========     =======      ========     ====== 

Gross profit percent          14.5 %                    15.2 %     41.9 %
                          ========                  ========     ======
Operating loss percent       (12.2)%                    (0.9)%     (5.4)%
                          ========                  ========     ======


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 profit
  (loss) percent              (4.8)%                    (6.8)%      6.1%
                          ========                  ========     ======


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

In the Services segment, customer revenue was $1.18 billion for the three 
months ended  March 31, 2006 compared with $1.11 billion for the three months 
ended March 31, 2005.  Foreign currency translation had about a 3 percentage 
point negative impact on Services revenue in current quarter compared with the 
year-ago period.  Revenue in the first quarter of 2006 was up 6% from 2005, 
principally due to a 14% increase in outsourcing ($455.2 million in 2006 
compared with $400.2 million in 2005), an 11% increase in infrastructure 
services ($225.0 million in 2006 compared with $202.8 million in 2005) and a 3% 
increase in consulting and systems integration revenue ($381.3 million in 2006 
compared with $369.8 million in 2005), offset, in part, by a 15% decrease in 
core maintenance revenue ($114.9 million in 2006 compared with $134.9 million 
in 2005).  Services gross profit was 15.2% in the first quarter of 2006 
compared with 11.0% in the year-ago period.  The Services gross profit margin 
in the current quarter includes pension expense of $8.1 million compared with 
$31.8 million in 2005.  Services operating income (loss) percent was (0.9)% in 
the three months ended March 31, 2006 compared with (6.8)% in the three months 
ended March 31, 2005.  Included in the operating income (loss) was the impact 
of pension expense of $9.6 million in the current-year quarter compared with 
$39.4 million in the year-ago quarter.
 
In the Technology segment, customer revenue was $211 million in the current 
quarter compared with $259 million in the year-ago period.  Foreign currency 
translation had a negative impact of approximately 2 percentage points on 
Technology revenue in the current period compared with the prior-year period.  
Revenue in the three months ended March 31, 2006 was down 18% from the three 
months ended March 31, 2005, due to a 15% decrease in sales of enterprise-class 
servers ($168.1 million in 2006 compared with $198.2 million in 2005) and a 29% 
decline in sales of specialized technology products ($43.3 million in 2006 
compared with $60.7 million in 2005).  Technology gross profit was 41.9% in the 
current quarter compared with 47.7% in the year-ago quarter.  Gross profit 
included pension income of $.4 million in 2006 compared with pension expense of 
$1.0 million in 2005.   Technology operating income percent was (5.4)% in the 
three months ended March 31, 2006 compared with 6.1% in the three months ended 
March 31, 2005.  The decline in revenue and margins in 2006 compared with 2005 
primarily reflected weak demand for enterprise servers based on customer 
technology lifecycles and buying patterns.  The company expects the technology 
segment to remain weak in the second quarter and to strengthen in the second 
half of the year over the first half of the year as the company introduces new 
enterprise server models.  


New accounting pronouncements

Effective January 1, 2006, the company adopted 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.  Adoption of SFAS 
No. 151 did not have a material effect on the company's consolidated financial 
position, consolidated results of operations, or liquidity.
	
Effective January 1, 2006, the company adopted 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 company adopted SFAS No. 123R using the modified-
prospective transition method, which requires the company, beginning January 1, 
2006 and thereafter, to expense the grant date fair value of all share-based 
awards over their remaining vesting periods to the extent the awards were not 
fully vested as of the date of adoption and to expense the fair value of all 
share-based awards granted subsequent to December 31, 2005 over their requisite 
service periods.  During the three months ended March 31, 2006, the company 
recorded $1.7 million of share-based compensation expense.  Previous periods 
have not been restated.  See note (e) for further details.



<PAGE> 17

Financial condition

Cash and cash equivalents at March 31, 2006 were $980.2 million compared with 
$642.5 at December 31, 2005.  

During the three months ended March 31, 2006, cash provided by operations was 
$26.9 million compared with $26.8 million for the three months ended March 31, 
2005.  Cash expenditures in the current quarter related to prior-year 
restructuring actions (which are included in operating activities) were 
approximately $6 million compared with $14 million for the prior-year quarter.  
Cash expenditures for the first quarter of 2006 and the prior-year 
restructuring actions are expected to be approximately $152 million for the 
remainder of 2006, resulting in an expected cash expenditure of approximately 
$158 million in 2006 compared with $57.8 million in 2005.

Cash provided by investing activities for the three months ended March 31, 2006 
was $306.0 million compared with $94.2 million of cash used during the three 
months ended March 31, 2005.  The principal reason for the increase was that 
the company received net proceeds of $380.6 million from the sale of the NUL 
shares and other assets.  Net purchases of investments was $1.3 million for the 
three months ended March 31, 2006 compared with net proceeds of $3.1 million in 
the prior-year period.  Proceeds from investments and purchases of investments 
represent derivative financial instruments used to manage the company's 
currency exposure to market risks from changes in foreign currency exchange 
rates.  In addition, in the current quarter, the investment in marketable 
software was $27.1 million compared with $33.0 million in the year-ago period, 
capital additions of properties were $21.6 million in 2006 compared with $22.4 
million in 2006 and capital additions of outsourcing assets were $24.6 million 
in 2006 compared with $41.9 million in 2005.

Cash provided by financing activities during the three months ended March 31, 
2006 was $2.2 million compared with $142.0 million of cash used during the 
three months ended March 31, 2005.  The prior-year period includes a cash 
expenditure of $150.0 million to retire at maturity all of the company's 7 1/4% 
senior notes.

At March 31, 2006, total debt was $1.1 billion, an increase of $1.6 million 
from December 31, 2005.

The company has various lending and funding agreements as follows:  

The company has a $500 million credit agreement that expires on May 31, 2006.  
Borrowings under the agreement bear interest based on the then-current LIBOR or 
prime rates and the company's credit rating.  As of March 31, 2006, there were 
no borrowings under this facility, and the entire $500 million was available 
for borrowings.  The credit agreement contains standard representations and 
warranties, including no material adverse change.  It also 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 and could also 
limit the company's ability to take cost reduction and other charges.  Events 
of default under the credit agreement include failure to perform covenants, 
materially incorrect representations and warranties, change of control and 
default under other debt aggregating at least $25 million.  If an event of 
default were to occur under the credit agreement, the lenders would be entitled 
to declare all amounts borrowed under it immediately due and payable.  The 
occurrence of an event of default under the credit agreement could also cause 
the acceleration of obligations under certain other agreements and the 
termination of the company's U.S. trade accounts receivable facility, described 
below.  On March 31, 2006, the company and its lenders entered into an 
amendment to the company's $500 million credit agreement modifying the 
financial covenants to provide the necessary flexibility to record the cost 
reduction charge, discussed above.  The company is in discussions with several 
financial institutions regarding the terms of a new credit facility.  The 
company currently expects that a new facility will be in place before the end 
of the second quarter of 2006.  The company anticipates that the new facility 
will be smaller than the current facility and will be secured.


<PAGE> 18

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 discussed below.  

The company also has an agreement to sell, on an on-going basis, through Unisys 
Funding Corporation I, a wholly owned subsidiary, interests in eligible U.S. 
trade accounts receivable.  As of January 6, 2006, the company executed an 
amendment to the facility which, among other things:  increases the amount of 
receivables which the company may sell under the facility to $300 million; 
increases the selling price of the receivables to reflect a margin based on, 
among other things, the company's then-current S&P and Moody's credit rating; 
relaxes the termination provision related to the rating of the company's public 
debt securities such that the facility is now terminable by the purchasers if 
the company's public debt securities are rated below B by S&P or B2 by Moody's; 
and modifies certain definitions related to the maintenance of certain ratios 
related to the sold receivables.  At March 31, 2006, the company's public debt 
was rated BB- and Ba3 by S&P and Moody's, respectively.  The amended facility 
is renewable annually at the purchasers' option until November 2008.  

At March 31, 2006, the company has met all covenants and conditions under its 
various lending and funding agreements.  The company expects to continue to 
meet these covenants and conditions.  The company believes that it will have 
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 $650 million of debt or equity securities, 
which enables the company to be prepared for future market opportunities.
         
Stockholders' equity increased $1,413.5 million during the three months ended 
March 31, 2006, principally reflecting the reversal of the minimum pension 
liability adjustment of $1,446.0 million for the U.S. qualified defined benefit 
pension plan, offset in part by the net loss of $27.9 million.


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. Factors that 
could affect future results include, but are not limited to, those discussed 
below. Any forward-looking statement speaks only as of the date on which that 
statement is made. The company assumes no obligation to update any forward-
looking statement to reflect events or circumstances that occur after the date 
on which the statement is made.

Statements in this report regarding the company's cost reduction plan are 
subject to the risk that the company may not implement the planned headcount 
reductions as quickly as currently planned, which could affect the timing of 
anticipated cost savings.  The amount of anticipated cost savings is also 
subject to currency exchange rate fluctuations with regard to actions taken 
outside the U.S.  Statements in this report regarding the revenue increases 
anticipated from the new iPSL tariff arrangements are based on assumptions 
regarding iPSL processing volumes and costs over the 2006-2010 time-frame. 
Because these volumes and costs are subject to change, the amount of 
anticipated revenue is not guaranteed. In addition, because iPSL is paid by its 
customers in British pounds, the U.S. dollar amount of revenue recognized by the
company is subject to currency exchange rate fluctuations.

Other factors that could affect future results include the following: 


<PAGE> 19

The company's business is affected by changes in general economic and business 
conditions. The company continues to face a highly competitive business 
environment. 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. 

Future results will also depend in part on the success of the company's focused 
investment and sales and marketing strategies.  These strategies are based on 
various assumptions, including assumptions regarding market segment growth, 
client demand, and the proper skill set of and training for sales and marketing 
management and personnel, all of which are subject to change.  

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. 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. The 
company will need to have available sufficient financial resources in order to 
take on these obligations and make these investments. 

Recoverability of outsourcing assets is dependent on various factors, including 
the timely completion and ultimate cost of the outsourcing solution, and 
realization of expected profitability of existing outsourcing contracts. 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. Future results will also depend on the company's ability to 
effectively address its challenging outsourcing operations through negotiations 
or operationally and to fully recover the associated outsourcing assets. 

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 on the level of demand for 
systems integration projects. It will also depend on an improvement in the 
utilization of services delivery personnel. 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 attain sufficient rates and chargeability for its professionals, profit 
margins will suffer. The rates the company is able to charge for services are 
affected by a number of factors, including clients' perception of the company's 
ability to add value through its services; introduction of new services or 
products by the company or its competitors; pricing policies of competitors; 
and general economic conditions. Chargeability is also affected by a number of 
factors, including the company's ability to transition employees from completed 
projects to new engagements, and its ability to forecast demand for services 
and thereby maintain an appropriate head count. 



<PAGE> 20

Future results will also depend, in part, on an improvement in the 
company's technology business.  This will require, in part, an increase in 
market demand for the company's high-end enterprise servers. In its technology 
business, the company continues to focus its resources on 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 continues to apply 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 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.  Future 
results of the technology business will also depend, in part, on the successful 
implementation of the company's new arrangements with NEC.

The company frequently enters into contracts with governmental entities. U.S. 
government agencies, including the Defense Contract Audit Agency and the 
Department of Labor, routinely audit government contractors. These agencies 
review a contractor's performance under its contracts, cost structure and 
compliance with applicable laws, regulations and standards. The U.S. government 
also may review the adequacy of, and a contractor's compliance with, its 
systems and policies, including the contractor's purchasing, property, 
estimating, accounting, compensation and management information systems. Any 
costs found to be overcharged or improperly allocated to a specific contract 
will be subject to reimbursement to the government. If an audit uncovers 
improper or illegal activities, the company may be subject to civil and 
criminal penalties and administrative sanctions, including termination of 
contracts, forfeiture of profits, suspension of payments, fines and suspension 
or prohibition from doing business with the U.S. government. Other risks and 
uncertainties associated with 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. In 
addition, if the company's performance is unacceptable to the customer under a 
government contract, the government retains the right to pursue remedies under 
the affected contract, which remedies could include termination. 

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. 



<PAGE> 21

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

The company has commercial relationships with suppliers, channel partners and 
other parties that have complementary products, services or skills. The company 
has announced that alliance partnerships with select IT companies are a key 
factor in the development and delivery of the company's refocused portfolio. 
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, 2006.  
Based on this evaluation, the Company's Chief Executive Officer and Chief 
Financial Officer concluded that the Company's disclosure controls and 
procedures were 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, 2006 that has materially affected, or is reasonably 
likely to materially affect, the Company's internal control over financial 
reporting.  


<PAGE> 22


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


Item 1A.  Risk Factors
-------   ------------

See "Factors that may affect future results" in Management's Discussion and 
Analysis of Financial Condition and Results of Operations for a discussion of 
risk factors.


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

For a description of restricted stock units granted in March 2006 to certain 
key employees, including officers, see note (e) of the notes to consolidated 
financial statements.  The form of restricted stock unit agreement and 
information on the restricted stock unit grants made to certain officers of the 
company in March 2006 are filed as exhibits hereto.

See note (b) of the notes to consolidated financial statements for information 
on the restructuring charge taken in the first quarter of 2006.


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

(a)       Exhibits

          See Exhibit Index





















<PAGE> 23



                               SIGNATURES
                               ----------



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

                                              UNISYS CORPORATION

Date: April 28, 2006                        By: /s/ Janet Brutschea Haugen
                                                -----------------------------
                                                Janet Brutschea Haugen
                                                Senior Vice President and 
                                                Chief Financial Officer 
                                                (Principal Financial Officer)


                                             By: /s/ Joseph M. Munnelly
                                                 ----------------------
                                                 Joseph M. Munnelly
                                                 Vice President and 
                                                 Corporate Controller
                                                 (Chief Accounting Officer)







<PAGE> 

                             EXHIBIT INDEX

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

3.2      Bylaws of Unisys Corporation, as amended through December 1, 2005 
         (incorporated by reference to Exhibit 3 to the registrant's Current 
         Report on Form 8-K dated December 1, 2005)

10.1     Form of Restricted Stock Unit Agreement

10.2     Information on Restricted Stock Units granted to certain executive 
         officers 

10.3     Description of Turnaround Cash Incentive Program (incorporated 
         by reference to Item 1.01(c) of the registrant's Current Report on
         Form 8-K dated February 9, 2006)

10.4      Description of 2006 Compensation of Directors (incorporated by 
         reference to Item 1.01(d) of the registrant's Current Report on 
         Form 8-K dated February 9, 2006)

10.5      Consulting Agreement dated as of February 1, 2006 between Unisys 
         Corporation and Lawrence A. Weinbach (incorporated by reference to 
         Exhibit 10.1 to the registrant's Current Report on Form 8-K dated
         February 9, 2006)

10.6      Summary of 2006 Salary and Bonus Arrangements with certain 
         executive officers (incorporated by reference to Exhibit 10.2 to 
         the registrant's Current Report on Form 8-K dated February 9, 2006)

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






 
                           UNISYS CORPORATION

The Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan
                    Restricted Stock Unit Agreement

       Unisys Corporation, a Delaware corporation (the "Company" or "Unisys"), 
hereby grants to the participant named below (the "Participant") an award (the 
"Award") of restricted stock units in accordance with Section 9 of The Unisys 
Corporation 2003 Long-Term Incentive and Equity Compensation Plan (the "Plan"). 
Each restricted stock unit (hereinafter referred to as a "Restricted Stock Unit"
or "Unit") represents an obligation of the Company to pay to the Participant up 
to a maximum of one and one-half shares of Company Common Stock on (i) the 
applicable vesting date or (ii) such earlier date as payment may be due under 
this agreement (the "Agreement"), for each Unit that vests on such date, 
provided that the conditions precedent to such payment have been satisfied.

            Participant:                        FULL NAME

            Employee ID:                        PEOPLE SOFT ID NUMBER

            Number of Restricted Stock Units
            Subject to Time-Based Vesting: 

            Number of Restricted Stock Units
            Subject to Performance-Based
            Vesting: 

            Total Number of Restricted 
            Stock Units Awarded:                NUMBER OF UNITS

            Date of Grant:                      GRANT DATE

            Vesting Schedule:                   The Vesting Schedule for time-
                                                based and
 performance-based 
                                                Units is set forth in Appendix A
                                                to this Agreement.

       Except as otherwise expressly provided in this Agreement, the Award is 
made under, and is subject to, the terms of the Plan. (Unless otherwise 
provided herein, capitalized terms in this Agreement have the same meaning as 
ascribed to such terms in the Plan.) The terms of the Award are as follows:

1.   This Agreement must be executed by the Participant and duly returned in 
its entirety to Equity Agreement Administration, c/o Office of the General 
Counsel, MS E8-114, Unisys Corporation, Unisys Way, Blue Bell, PA  19424, in 
order to become effective.  This Agreement will have no force or effect 
whatsoever if it is not executed and received in its entirety on or before 
AGREEMENT RETURN DATE.

2.   The Participant's right to any payment under this Award may not be 
assigned, transferred (otherwise than by will or the laws of descent and 
distribution), pledged or sold. 

3.   Except as otherwise provided under the terms of the Plan or this 
Agreement, all Restricted Stock Units awarded under this Agreement that have 
not vested will be forfeited and all rights of the Participant with respect to 
such Units will terminate without any payment by the Company upon Termination 
of Employment by the Participant prior to the applicable vesting date for such 
Units, as set forth in Appendix A (the "Vesting Date").

4.   If Termination of Employment (other than for cause or for a reason that is 
comparable to termination for cause under local law) occurs after the 
Participant has attained age 55 and completed five years of service with the 
Company and/or its Subsidiaries or Affiliates, Participant (or Participant's 
Beneficiary in the case of Participant's death after Termination of Employment 
as set forth in this paragraph 4) shall continue to vest in any unvested time-
based Units after Termination of Employment in accordance with the vesting 
schedule for such Units, as set forth in Appendix A.  For purposes of the 
Award, the Committee shall have the exclusive discretion to determine if and 
when Termination of Employment has occurred for cause or for a reason that is 
comparable to termination for cause under local law.

5.   In the event of a Change in Control prior to the Vesting Date, the 
Participant, if still in the active employment of the Company, a Subsidiary or 
an Affiliate as of the date of the Change in Control, will receive a payment 
with respect to each Unit not vested as of the date of the Change in Control, 
as follows:
 
       a.  Any time-based Units not vested as of the date of the Change in 
Control will become fully vested and the shares of Company Common Stock subject 
to Participant's time-based Units will be issued to the Participant.
       
       b.  Any performance-based Units will become payable pursuant to the 
rules under Section 11(a)(4) of the Plan, provided, however, that, 
notwithstanding any language to the contrary in Section 11(a)(4) of the Plan, 
the Units will be paid only in shares of Company Common Stock.  If such payment 
were to result in the issuance of a fractional share of Company Common Stock, 
such payment will be rounded down to the nearest whole share.
        
6.   Each payment that may become due hereunder shall be made only in shares of 
Company Common Stock, provided, however, that if such payment were to result in 
the issuance of a fractional share of Company Common Stock, such payment will 
be rounded up to the nearest whole share. Such shares will be issued to the 
Participant (or to Participant's Beneficiary if the Company has been properly 
notified of the Participant's death after Termination of Employment as set 
forth in paragraph 4) as soon as practicable after the relevant Vesting Date, 
but in any event, within the period ending on the later to occur of the date 
that is two and one-half months from the end of (i) Participant's tax year that 
includes the Vesting Date, or (ii) the Company's tax year that includes the 
Vesting Date.

7.   This Agreement has been made in and shall be construed under and in 
accordance with the laws of the Commonwealth of Pennsylvania.

8.   The greatest assets of Unisys* are its employees, technology and customers.
In recognition of the increased risk of unfairly losing any of these assets to 
its competitors, Unisys has adopted the following policy.  By accepting this 
Award, Participant agrees that: 

       a.  During employment and for twelve months after leaving Unisys, 
Participant will not: (a) directly or indirectly solicit or attempt to 
influence any employee of Unisys to terminate his or her employment with 
Unisys, except as directed by Unisys; (b) directly or indirectly solicit or 
divert to any competing business any customer or prospective customer to which 
Participant was assigned during the eighteen months prior to leaving Unisys; or 
(c) perform services for any Unisys customer or prospective customer, of the 
type Participant provided while employed by Unisys for any Unisys customer or 
prospective customer for which Participant worked during the eighteen months 
prior to leaving Unisys.

       b.  Participant previously signed the Unisys Employee Proprietary 
Information, Invention and Non-Competition Agreement in which he or she agreed 
not to disclose, transfer, retain or copy any confidential or proprietary 
information during or after the term of Participant's employment, and 
Participant acknowledges his or her continuing obligations under that agreement.
Attached is a copy of the agreement reminding Participant of these important 
obligations.

       c.  Participant agrees that Unisys shall be entitled to preliminary and 
permanent injunctive relief, without the necessity of proving actual damages, 
in the event of a breach of the covenants contained in this paragraph 8.

       d.  Participant agrees that Unisys may assign the right to enforce the 
non-solicitation and non-competition obligations of Participant described in 
paragraph 8(a) to its successors and assigns without any further consent from 
Participant.

       e.  The provisions contained in this paragraph 8 shall survive the 
termination of Participant's employment and may not be modified or amended 
except by a writing executed by Participant and the Chairman of the Board of 
Unisys Corporation.

------
* For purposes of this paragraph 8, the term Unisys shall include the Company 
and all of its Subsidiaries and Affiliates.


9.   In accepting the Award, Participant acknowledges that: (i) the Plan is 
established voluntarily by the Company, it is discretionary in nature and it 
may be amended, suspended or terminated by the Company at any time, unless 
otherwise provided in the Plan and this Agreement; (ii) the grant of the Award 
is voluntary and occasional and does not create any contractual or other right 
to receive future grants of Units, or benefits in lieu of Units even if Units 
have been granted repeatedly in the past; (iii) all decisions with respect to 
future awards, if any, will be at the sole discretion of the Committee; (iv) 
Participant's participation in the Plan shall not create a right to further 
employment with Participant's employer and shall not interfere with the ability 
of Participant's employer to terminate Participant's employment relationship at 
any time with or without cause; (v) Participant's participation in the Plan is 
voluntary; (vi) the Award is an extraordinary item that does not constitute 
compensation of any kind for services of any kind rendered to the Company or 
Participant's employer, and that is outside the scope of Participant's 
employment contract, if any; (vii) the Award is not part of normal or expected 
compensation or salary for any purposes, including, but not limited to, 
calculating any severance, resignation, redundancy or end of service payments, 
bonuses, long-service awards, pension or retirement or welfare benefits or 
similar payments and in no event should be considered as compensation for, or 
relating in any way to, past services for the Company or Participant's employer;
(viii) in the event that Participant is not an employee of the Company, the 
Award will not be interpreted to form an employment contract or relationship 
with the Company; and furthermore, the Award will not be interpreted to form an 
employment contract with Participant's employer or any Subsidiary or Affiliate 
of the Company; (ix) the future value of the underlying shares of Common Stock 
is unknown and cannot be predicted with certainty; (x) in consideration of the 
Award, no claim or entitlement to compensation or damages shall arise from 
termination of the Award or diminution in value of the shares of Stock received 
when the Award becomes vested resulting from Termination of Employment by the 
Company or Participant's employer (for any reason whatsoever and whether or not 
in breach of local labor laws), and Participant irrevocably releases the 
Company and Participant's employer from any such claim that may arise; if, 
notwithstanding the foregoing, any such claim is found by a court of competent 
jurisdiction to have arisen, then, by signing this Agreement, Participant shall 
be deemed irrevocably to have waived his or her entitlement to pursue such 
claim; (xi) except as otherwise provided by the Committee, in the event of 
Termination of Employment (whether or not in breach of local labor laws), 
Participant's right to receive an Award and vest in the Award under the Plan, 
if any, will terminate effective as of the date that Participant is no longer 
actively employed and will not be extended by any notice period mandated under 
local law (e.g., active employment would not include a period of "garden leave" 
or similar period pursuant to local law); the Committee shall have the 
exclusive discretion to determine when Participant is no longer actively 
employed for purposes of the Award; (xii) the Company is not providing any tax, 
legal or financial advice, nor is the Company making any recommendations 
regarding Participant's participation in the Plan, or the Participant's 
acquisition or sale of the underlying shares of Company Common Stock; and 
(xiii) Participant is hereby advised to consult with his or her own personal 
tax, legal and financial advisors regarding Participant's participation in the 
Plan before taking any action related to the Plan. 

10.  Regardless of any action the Company or Participant's employer takes with 
respect to any or all income tax, social insurance, payroll tax, or other tax-
related withholding ("Tax-Related Items"), Participant acknowledges that the 
ultimate liability for all Tax-Related Items legally due by Participant is and 
remains Participant's responsibility and that the Company and/or Participant's 
employer (a) make no representations or undertakings regarding the treatment of 
any Tax-Related Items in connection with any aspect of the Award, including the 
grant or vesting of the Award, the subsequent sale of the shares of Common 
Stock received upon vesting of the Award and the receipt of any dividends; and 
(b) do not commit to structure the terms of the Award or any aspect of the 
Award to reduce or eliminate Participant's liability for Tax-Related Items.

     Prior to the date on which the Award vests, Participant shall pay or make 
adequate arrangements satisfactory to the Company and/or Participant's employer 
to satisfy all withholding obligations of the Company and Participant's 
employer.  In this regard, Participant authorizes the Company and/or 
Participant's employer to withhold all applicable Tax-Related Items legally 
payable by Participant from any wages or other cash compensation paid to 
Participant by the Company and/or Participant's employer or from proceeds of 
the sale of shares of Common Stock.  Alternatively, or in addition, if 
permissible under local law, the Company may (1) sell or arrange for the sale 
of shares of Common Stock that Participant is due to receive upon vesting of 
the Award to meet the withholding obligation for Tax-Related Items, and/or (2) 
withhold in shares of Common Stock, provided that the Company only withholds 
the amount of shares necessary to satisfy the minimum withholding amount.  
Finally, Participant shall pay to the Company or Participant's employer any 
amount of Tax-Related Items that the Company or Participant's employer may be 
required to withhold as a result of Participant's participation in the Plan or 
Participant's receipt of shares of Common Stock that cannot be satisfied by the 
means previously described within 90 days of any tax liability arising.  

11.  Participant hereby explicitly and unambiguously consents to the 
collection, use and transfer, in electronic or other form, of Participant's 
personal data as described in this Agreement by and among, as applicable, 
Participant's employer, the Company and its Subsidiaries and Affiliates for the 
exclusive purpose of implementing, administering and managing Participant's 
participation in the Plan.

     Participant understands that the Company and Participant's employer may 
hold certain personal information about Participant, including, but not limited 
to, Participant's name, home address and telephone number, date of birth, 
social insurance number or other identification number, salary, nationality, 
job title, any shares of stock or directorships held in the Company or its 
Subsidiaries and Affiliates, details of all Units or any other entitlement to 
shares of stock awarded, canceled, exercised, vested, unvested or outstanding 
in Participant's favor, for the exclusive purpose of implementing, 
administering and managing the Plan ("Personal Data").  Participant understands 
that Personal Data may be transferred to any third parties assisting in the 
implementation, administration and management of the Plan, that these 
recipients may be located in Participant's country, or elsewhere, and that the 
recipient's country may have different data privacy laws and protections than 
Participant's country. Participant understands that he or she may request a 
list with the names and addresses of any potential recipients of the Personal 
Data by contacting Participant's local human resources representative.  
Participant authorizes the recipients to receive, possess, use, retain and 
transfer the Personal Data, in electronic or other form, for the purposes of 
implementing, administering and managing Participant's participation in the 
Plan, including any requisite transfer of such Personal Data as may be required 
to a broker or other third party with whom Participant may elect to deposit any 
shares of Common Stock received upon vesting of the Award.  Participant 
understands that Personal Data will be held only as long as is necessary to 
implement, administer and manage Participant's participation in the Plan.  
Participant understands that he or she may, at any time, view Personal Data, 
request additional information about the storage and processing of Personal 
Data, require any necessary amendments to Personal Data or refuse or withdraw 
the consents herein, without cost, by contacting in writing Participant's local 
human resources representative.  Participant understands that refusal or 
withdrawal of consent may affect Participant's ability to realize benefits from 
the Award.  For more information on the consequences of the Participant's 
refusal to consent or withdrawal of consent, Participant understands that he or 
she may contact his or her local human resources representative.

12.  If one or more of the provisions of this Agreement shall be held invalid, 
illegal or unenforceable in any respect, the validity, legality and 
enforceability of the remaining provisions shall not in any way be affected or 
impaired thereby and the invalid, illegal or unenforceable provision shall be 
deemed null and void; however, to the extent permissible by law, any provisions 
which could be deemed null and void shall first be construed, interpreted or 
revised retroactively to permit this Agreement to be construed so as to foster 
the intent of this Agreement and the Plan.

13.  The Company may, in its sole discretion, decide to deliver any documents 
related to the Award made under the Plan or future awards that may be made 
under the Plan by electronic means or request Participant's consent to 
participate in the Plan by electronic means.  Participant hereby consents to 
receive such documents by electronic delivery and agrees to participate in the 
Plan through an on-line or electronic system established and maintained by the 
Company or a third party designated by the Company.

14.  Neither the Plan nor this Agreement is intended to provide for an elective 
deferral of compensation that would be subject to Section 409A of the Code.  
The Company reserves the right, to the extent the Company deems necessary or 
advisable in its sole discretion, to unilaterally amend or modify the Plan 
and/or this Agreement to ensure that no Awards become subject to the 
requirements of Section 409A of the Code, provided, however, that the Company 
makes no representation that this Award is not subject to Section 409A of the 
Code nor makes any undertaking to preclude Section 409A of the Code from 
applying to this Award.

15.  For purposes of litigating any dispute that arises under this Award or 
this Agreement, the parties hereby submit to and consent to the jurisdiction of 
the Commonwealth of Pennsylvania, agree that such litigation shall be conducted 
in the courts of Montgomery County in the Commonwealth of Pennsylvania, or the 
federal courts of the United States for the Eastern District of Pennsylvania, 
where this Award is made and/or to be performed.


                                                UNISYS CORPORATION


                                                By ___________________________
                                                   President and 
                                                   Chief Executive Officer





ONLINE ACCEPTANCE ACKNOWLEDGMENT:

I hereby accept my 2006 restricted stock unit award ("RSU Award") granted to me 
in accordance with and subject to the terms and conditions of my 2006 
Restricted Stock Unit Agreement and Appendix A (collectively, the "Agreement"), 
the terms and conditions of The Unisys Corporation 2003 Long-Term Incentive and 
Equity Compensation Plan.  I acknowledge that I have read and understand the 
terms of the Agreement, and that I am familiar with and understand the terms of 
The Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan, 
and that I agree to be bound thereby and by the actions of the Compensation 
Committee and of the Board of Directors of Unisys Corporation.  I acknowledge 
that the Agreement and other 2006 RSU Award materials were delivered or made 
available to me electronically and I hereby consent to the delivery of my 2006 
RSU Award materials, and any future materials relating to my RSU Awards, in 
such form.  I also acknowledge that I am accepting my 2006 RSU Award 
electronically and that such acceptance has the same force and effect as if I 
had signed and returned to Unisys Corporation a hard copy of the Agreement 
noting that I had accepted the 2006 RSU Award.




ONLINE REJECTION ACKNOWLEDGMENT:

I hereby reject my 2006 restricted stock unit award ("RSU Award") granted to me 
in accordance with and subject to the terms and conditions of my 2006 
Restricted Stock Unit Agreement and Appendix A (collectively, the "Agreement"), 
the terms and conditions of The Unisys Corporation 2003 Long-Term Incentive and 
Equity Compensation Plan.  I acknowledge that I have read and understand the 
terms of the Agreement, and that I am familiar with and understand the terms of 
The Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan.  
I acknowledge that the Agreement and other 2006 RSU Award materials were 
delivered or made available to me electronically and I hereby consent to the 
delivery of my 2006 RSU Award materials, and any future materials relating to 
my RSU Awards, in such form.  I also acknowledge that I am rejecting my 2006 
RSU Award electronically and that such rejection has the same force and effect 
as if I had signed and returned to Unisys Corporation a hard copy of the 
Agreement noting that I had rejected the 2006 RSU Award.  I acknowledge that I 
have been encouraged to discuss this matter with my financial, legal and tax 
advisors and that this rejection is made knowingly.  I further acknowledge that 
by rejecting the 2006 RSU Award, I will not be entitled to any payment or 
benefit in lieu of the 2006 RSU Award.





<PAGE>


                             UNISYS CORPORATION

   The Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan

                      Restricted Stock Unit Agreement


                                  APPENDIX A


This Appendix sets forth the procedure for determining whether and when the 
Restricted Stock Units described in the Restricted Stock Unit Agreement will 
vest.  The Vesting Schedule depends on whether the Units are:

- Time-Based; or
- Performance-Based.


TIME-BASED UNITS
----------------

The shares of Unisys Corporation Common Stock subject to the Time-Based Units 
criteria will vest on the 1st, 2nd and 3rd anniversaries of the Date of Grant 
as set forth in the table below:

Vesting Date                  Number of Units That Vest into Shares
------------------            -------------------------------------

1st anniversary of            1/3 of Number of Restricted Stock Units 
Date of Grant                 Subject to Time-Based Vesting 

2nd anniversary of            1/3 of Number of Restricted Stock Units 
Date of Grant                 Subject to Time-Based Vesting

3rd anniversary of            1/3 of Number of Restricted Stock Units 
Date of Grant                 Subject to Time-Based Vesting


Time-Based Units vest on a one share per Unit basis.  The delivery of shares of 
Unisys Corporation Common Stock will be made as of or within a reasonable time 
following the Vesting Date set forth in the chart above and in no event later 
than (i) the end of the calendar year in which the Vesting Date occurs or, if 
later, (ii) the date occurring 2 1/2 months following the Vesting Date.


PERFORMANCE-BASED UNITS
-----------------------

The shares of Unisys Corporation Common Stock subject to the Performance-Based 
Units criteria will vest upon the achievement of financial performance goals 
established by the Compensation Committee of the Board ("Performance Goals").  
Furthermore, shares subject to Performance-Based Units criteria will vest 
depending upon achievement of Performance Goals during the applicable period of 
time at a rate of 0 to 1.5 shares issued per Performance-Based Unit granted.  
Units that do not convert to shares based on performance-based vesting criteria 
(i.e., if performance is Below Threshold) will be cancelled on the vesting date.

The shares of Unisys Corporation Common Stock subject to the Performance-Based 
Units vesting criteria will vest on the dates and per the vesting schedules as 
described in the tables below:

                                                             Number of Units
                                Number of Units              Subject to Vesting
                                Subject to Vesting           Based on Revenue
                                Based on Pre-Tax Profit      Growth Rate and 
Performance   Vesting           and Cumulative               Cumulative Average
Period        Date              Pre-Tax Profit               Revenue Growth Rate
-----------   -------           -----------------------      -------------------
 
2006          1st               1/6 of Number of             1/6 of Number of 
              anniversary of    Restricted Stock Units       Restricted Stock 
              Date of Grant     Subject to                   Units Subject to
                                Performance-Based Vesting    Performance-Based 
                                                             Vesting

2006-2007     2nd               1/6 of Number of             1/6 of Number of 
              anniversary of    Restricted Stock Units       Restricted Stock 
              Date of Grant     Subject to                   Units Subject to
                                Performance-Based Vesting    Performance-Based 
                                                             Vesting

2007-2008     3rd               1/6 of Number of             1/6 of Number of 
              anniversary of    Restricted Stock Units       Restricted Stock 
              Date of Grant     Subject to                   Units Subject to
                                Performance-Based Vesting    Performance-Based 
                                                             Vesting

===============================================================================



                                            Vesting Metric
                                          ------------------
                                                                Conversion Rate
                                                      Revenue   Applied to Units
Performance  Vesting      Performance    Pre-Tax      Growth    Vesting Into
Tranche      Date         Level          Profit(1)(2) Rate(2)   Shares(4)
===========  =======      ===========    ============ =======   ================
2006        1st           Below          < $___M      < ___%     0.0 shares
            anniversary   Threshold                              per Unit
            of Date of    
            Grant 
                          Threshold      $___M        ___%       0.5 shares 
                                                                 per Unit

                          Target         $___M        ___% (3)   1.0 share 
                                                                 per Unit

                          Maximum        $___M        ___% (3)   1.5 shares
                                                                 per Unit

=============================================================================

                                            Vesting Metric
                                          ------------------
                                                      Cumulative
                                                      Average    Conversion Rate
                                         Cumulative   Revenue    Applied to 
Performance  Vesting      Performance    Pre-Tax      Growth     Units Vesting 
Tranche      Date         Level          Profit(1)(2) Rate(2)    Into Shares(4)
===========  =======      ===========    ============ =======   ================
2006-2007   2nd           Below          < $___M      < ___%     0.0 shares
            anniversary   Threshold                              per Unit
            of Date of    
            Grant 
                          Threshold      $___M        ___%       0.5 shares 
                                                                 per Unit

                          Target         $___M        ___% (3)   1.0 share 
                                                                 per Unit

                          Maximum        $___M        ___% (3)   1.5 shares
                                                                 per Unit


2006-2008   3rd           Below          < $___M      < ___%     0.0 shares
            anniversary   Threshold                              per Unit
            of Date of    
            Grant 
                          Threshold      $___M        ___%       0.5 shares 
                                                                 per Unit

                          Target         $___M        ___% (3)   1.0 share 
                                                                 per Unit

                          Maximum        $___M        ___% (3)   1.5 shares
                                                                 per Unit

===============================================================================
(1) Pre-Tax Profit results after accrual for bonus under the company's 
incentive plans for the applicable years and during the performance periods.

(2) The Unisys financial performance targets are subject to CEO discretion and 
Committee review for one-time extraordinary items, such as gains or losses from 
divestitures, pension expense, and impact of restructuring charges.

(3) Target and Maximum revenue growth rates for the 2006 performance tranche is 
based on the growth rate needed to achieve the operating plan Scenario B for 
2006 with a baseline of 2005 actual revenue less a half-year of divested revenue
under operating plan Scenario B.  

(4) Shares per unit ratios at performance levels between threshold and target 
and between target and maximum will be interpolated on a straight-line basis.

(5) Target cumulative average revenue growth rates for the 2006 - 2007 and 2006 
- 2008 performance tranches are based on the cumulative average growth rate 
needed to achieve the operating plan Scenario B for 2007 and 2008 with a 
baseline of 2005 actual revenue less a full year of divested revenue under 
operating plan Scenario B.


EXAMPLE OF RESTRICTED STOCK UNIT VESTING
-----------------------------------------

Assume a grant of 6,000 Restricted Stock Units:

* 25% (1,500) are time-based and one-third (500) vests annually over 3 years 
beginning on the first anniversary of the date of grant;

* 75% (4,500) are performance-based: 50% of these (2,250) are based on pre-tax 
profit growth and the other 50% (2,250) are based on revenue growth; and

* Under the current vesting provisions, the maximum number of Time-Based Units 
that could vest is 1,500, and the maximum number of Performance-Based Units 
that could vest is 6,750.

The chart below shows the vesting based on the following illustrative financial 
results:


                                                  Example Revenue   Units Vested
               Example Pre-     Units Vested      Growth Rate or    Into Shares
               Tax Profit or    Into Shares       Cumulative        Based on
               Cumulative       Based on          Average           Revenue
Performance    Pre-Tax Profit   Pre-Tax Profit    Revenue Growth    Growth Rate
Period         Achieved (1)     Achieved          Rate Achieved(1)  Achieved
-----------    --------------   --------------    ----------------  -----------
2006            $___M            1.5 Shares           ___%           .75 Share 
                                 per Unit                            per Unit 

2006 - 2007     $___M             .75 Share           ___%           0 Shares 
                                 per Unit                            per Unit 

2006 - 2008     $___M            1.0 Share            ___%           1.0 Share 
                                 per Unit                            per Unit 
===============================================================================
(1) All financial numbers provided are for illustrative purposes only


      SAMPLE VESTING CHART FROM 2006 ANNUAL RESTRICTED STOCK UNIT GRANT
      -----------------------------------------------------------------
                              March      March      March     Vesting     Target
Vesting Date:                 2007       2008       2009      Total       Total
-------------                 -----      -----      -----     -------     ------

Performance Period For                   2006 to    2006 to 
Performance-Based Units:      2006       2007       2008

Time-Based Number of 
Units/Shares:                  500   +    500   +    500   =   1,500   =   1,500

Target Number of Units:        750   +    750   +    750               =   2,250

Pre-Tax Profit-Based Units 
to Shares Conversion Rate:     1.5        .75        1.0
                               ---        ---        ---

Pre-Tax Profit-Based Units 
Vested into Shares:          1,125   +    563   +    750   =   2,438
                             =====        ===        ===

Target Number of Units         750   +    750   +    750               =   2,250

Revenue-Based Units 
to Shares Conversion Rate:     .75          0        1.0
                               ---          -        ---

Revenue-Based Units 
Vested into Shares:            563   +      0   +    750   =   1,313
                               ===          =        ===

Total Number of Shares 
That Vest:                                                     5,251




                                                     Exhibit 10.2


     Restricted Stock Units Granted to Certain Executive Officers


In March 2006, restricted stock units were granted to certain executive 
officers as follows.  The grants consist of time-based units (25% of grant) 
and performance-based units (75% of grant).  

                                  
                                  Total Number of Restricted Stock 
Name and Title                    Units Granted
-----------------                 --------------------------------
Joseph W. McGrath                 200,000
President and Chief 
Executive Officer

Peter Blackmore                    80,000
Executive Vice 
President

Janet B. Wallace                   15,000
Executive Vice President

Janet B. Haugen                    60,000
Senior Vice President 
and Chief Financial 
Officer




                                                                      Exhibit 12

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

                                

                                  Three             
                                  Months     
                                  Ended          Years Ended December 31
                                  Mar. 31, -----------------------------------
                                  2006      2005   2004   2003   2002   2001  
                                  --------  ----   ----   ----   ----   ----  
Fixed charges
Interest expense                  $ 19.8   $ 64.7 $ 69.0 $ 69.6 $ 66.5 $ 70.0 
Interest capitalized during 
  the period                         2.9     15.0   16.3   14.5   13.9   11.8 
Amortization of debt issuance
  expenses                            .9      3.4    3.5    3.8    2.6    2.7 
Portion of rental expense
  representative of interest        15.2     60.9   61.6   55.2   53.0   53.9 
                                   ------  ------ ------ ------ ------  ----- 
    Total Fixed Charges             38.8    144.0  150.4  143.1  136.0  138.4 
                                   ------  ------ ------ ------ ------  -----
Earnings                             
Income (loss) from continuing
 operations before income taxes    (35.2)  (170.9) (76.0) 380.5  332.8  (73.0)
Add (deduct) the following:
 Share of loss (income) of
  associated companies               4.2     (7.2) (14.0) (16.2)  14.2   (8.6)
 Amortization of capitalized
  interest                           3.2     12.9   11.7   10.2    8.8    5.4 
                                   ------  ------ ------ ------ ------  -----
    Subtotal                       (27.8)  (165.2) (78.3) 374.5  355.8  (76.2) 
                                   ------  ------ ------ ------ ------  -----

Fixed charges per above             38.8    144.0  150.4  143.1  136.0  138.4 
Less interest capitalized during
  the period                        (2.9)   (15.0) (16.3) (14.5) (13.9) (11.8) 
                                   ------  ------ ------ ------ ------ ------
Total earnings (loss)              $ 8.1   $(36.2)$ 55.8 $503.1 $477.9 $ 50.4 
                                   ======  ====== ====== ====== ====== ======

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

* Earnings for the three months ended March 31, 2006 and for the years ended 
December 31, 2005, 2004 and 2001 were inadequate to cover fixed charges by 
$30.7 million, $180.2 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 28, 2006


                                /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 28, 2006

                                /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, 2006 (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 28, 2006



/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, 2006 (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 28, 2006



/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.