`                               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, 2007

[ ]   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, 2007
347,753,268.



<PAGE> 2



Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                (Millions)
   
                                          
                                          March 31,    
                                            2007       December 31,
                                         (Unaudited)       2006
                                         -----------   ------------
Assets
------
Current assets
Cash and cash equivalents                 $  564.2       $  719.3
Accounts and notes receivable, net         1,164.3        1,164.6
Inventories:
   Parts and finished equipment              103.1           95.0
   Work in process and materials              85.6           81.2
Deferred income taxes                         30.0           30.0
Prepaid expenses and other current assets    155.6          148.4
                                          --------       --------
Total                                      2,102.8        2,238.5
                                          --------       --------

Properties                                 1,242.8        1,233.4
Less-Accumulated depreciation and
  amortization                               910.1          892.1
                                          --------       --------
Properties, net                              332.7          341.3
                                          --------       --------
Outsourcing assets, net                      403.7          401.1
Marketable software, net                     290.1          304.3
Prepaid postretirement assets                279.7          250.1
Deferred income taxes                        191.3          191.3
Goodwill                                     194.7          193.9
Other long-term assets                       118.3          117.4
                                          --------       --------
Total                                     $3,913.3       $4,037.9
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $     .1       $    1.2

Current maturities of long-term debt            .4             .5
Accounts payable                             396.9          460.9
Other accrued liabilities                  1,388.5        1,469.1
                                          --------       --------
Total                                      1,785.9        1,931.7
                                          --------       --------
Long-term debt                             1,049.2        1,049.1
Long-term postretirement liabilities         654.8          667.7
Other long-term liabilities                  428.7          453.6

Stockholders' equity (deficit)
Common stock, shares issued: 2007; 349.9
   2006, 347.5                                 3.5            3.5
Accumulated deficit                       (2,383.2)      (2,386.8)
Other capital                              3,963.2        3,945.1
Accumulated other comprehensive loss      (1,588.8)      (1,626.0)
                                          --------       --------
Stockholders' deficit                         (5.3)         (64.2)
                                          --------       --------
Total                                     $3,913.3       $4,037.9
                                          ========       ========

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  
                                         ---------------------------   
                                             2007           2006     
                                           --------       --------   
                                                                     
Revenue                                                              
  Services                                 $1,152.9       $1,176.4   
  Technology                                  195.1          211.4   
                                           --------       --------   
                                            1,348.0        1,387.8   
Costs and expenses
   Cost of revenue: 
     Services                                 993.9        1,076.5
     Technology                                96.7          109.4   
                                           --------       --------
                                            1,090.6        1,185.9   
                            
Selling, general and administrative           244.6          295.4   
Research and development                       42.4           75.3   
                                           --------       --------   
                                            1,377.6        1,556.6   
                                           --------       --------   
Operating loss                                (29.6)        (168.8)  

Interest expense                               18.9           19.8   
Other income (expense), net                    25.5          153.4   
                                           --------       --------   
Loss before income taxes                      (23.0)         (35.2)  
Benefit for income taxes                      (26.6)          (7.3)  
                                           --------       --------   
Net income (loss)                          $    3.6       $  (27.9)  
                                           ========       ========
Earnings (loss) per share
   Basic                                   $    .01       $   (.08)  
                                           ========       ========
   Diluted                                 $    .01       $   (.08)  
                                           ========       ========


See notes to consolidated financial statements.



<PAGE> 4


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

                                                    Three Months Ended
                                                         March 31
                                                    ------------------
                                                       2007      2006
                                                    --------   --------
                                                      
Cash flows from operating activities
Net income (loss)                                  $    3.6    $ (27.9) 
Add (deduct) items to reconcile net income (loss) 
   to net cash (used for) provided by 
   operating activities:
Equity loss                                             -          4.3
Employee stock compensation                             2.3        1.7
Company stock issued for U.S. 401(k) plan               9.5        4.4
Depreciation and amortization of properties            27.4       30.3
Depreciation and amortization of outsourcing assets    38.0       35.0
Amortization of marketable software                    33.4       33.1
Gain on sale of assets                                (23.7)    (153.2)      
Increase in deferred income taxes, net                 (2.3)     (19.8)
(Increase) decrease in receivables, net                (5.3)      67.0
(Increase) decrease in inventories                    (11.9)       4.3
(Decrease) increase in accounts payable and other
  accrued liabilities                                (135.3)      94.5
Decrease in other liabilities                         (29.2)     (14.6)
Increase in other assets                              (13.1)     (30.8)
Other                                                   2.3       (1.4)
                                                    -------     ------
Net cash (used for) provided by operating activities (104.3)      26.9
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                        1,922.4    1,869.3
   Purchases of investments                        (1,925.4)  (1,870.6)
   Investment in marketable software                  (24.3)     (27.1)
   Capital additions of properties                    (19.3)     (21.6)
   Capital additions of outsourcing assets            (39.3)     (24.6)
   Purchases of businesses                             (1.2)       -
   Proceeds from sale of assets                        28.3      380.6        
                                                    -------     ------
Net cash (used for) provided by 
  investing activities                                (58.8)     306.0
                                                    -------     ------
Cash flows from financing activities
   Net (reduction in) proceeds from                    
     short-term borrowings			       (1.1)       1.6
   Proceeds from exercise of stock options              7.0         .6
                                                    -------     ------
Net cash provided by financing activities               5.9        2.2
                                                    -------     ------

Effect of exchange rate changes on
   cash and cash equivalents                            2.1        2.6
                                                    -------     ------

(Decrease) increase in cash and cash equivalents     (155.1)     337.7
Cash and cash equivalents, beginning of period        719.3      642.5
                                                    -------    -------
Cash and cash equivalents, end of period           $  564.2    $ 980.2
                                                   ========    =======



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, 2007 and 2006 (dollars in millions, shares
in thousands):
                                                  Three Months Ended March 31,
                                                  ----------------------------
                                                      2007            2006
                                                   -----------     ----------
    Basic Earnings (Loss) Per Share
 
    Net income (loss)                              $    3.6        $   (27.9)
                                                   ========        =========
    Weighted average shares                         346,421          342,458
                                                   ========        =========
    Basic income (loss) per share                  $    .01        $    (.08)
                                                   ========        =========
    Diluted Earnings (Loss) Per Share
    
    Net income (loss)                              $    3.6        $   (27.9)
                                                   ========        =========
    Weighted average shares                         346,421          342,458
    Plus incremental shares from assumed 
      conversions of employee stock plans             1,917             - 
                                                   --------        ---------
    Adjusted weighted average shares                348,338          342,458
                                                   ========        =========
    Diluted income (loss) per share                $    .01        $    (.08)
                                                   ========        =========

At March 31, 2007, 29.6 million shares related to employee stock plans were 
excluded from the computation of diluted earnings per share since inclusion of 
these shares would be antidilutive.

b.  In October 2005, the company announced a cost-reduction plan to right size 
the company's cost structure.  During 2006, the company committed to a  
reduction of 5,665 employees.  This resulted in pretax charges in 2006 of 
$330.1 million, principally related to severance costs, and was comprised of 
(a) a charge of $72.4 million for 2,250 employees in the U.S. and (b) a charge 
of $257.7 million for 3,415 employees outside the U.S. 

As part of the company's continuing repositioning plan to right size its cost 
structure, during the three months ended March 31, 2007, the company committed 
to an additional reduction of 966 employees.  This resulted in a pretax charge 
in the quarter of $32.7 million, principally related to severance costs.  The 
charge is broken down as follows: (a) 451 employees in the U.S. for a charge of 
$11.6 million and (b) 515 employees outside the U.S. for a charge of $21.1 
million.  The pretax charge was recorded in the following statement of income 
classifications: cost of revenue-services, $25.0 million; selling, general and 
administrative expenses, $2.1 million; research and development expenses, $6.2 
million; and other income (expense), net, $.6 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 cost reduction actions taken in the first quarter of 2007 when combined 
with the 2006 cost restructuring actions brings the total employee reductions 
to 6,631 for a charge of $362.8 million. The combined employee reduction 
actions are expected to be substantially completed by the end of 2007.  The 
company currently expects to record an additional restructuring charge in the 
second quarter of 2007 related to facility consolidations and additional 
employee reductions principally in continental Europe.  This would represent 
the first phase of global facility consolidations to reflect the company's 
headcount reductions and its continued move to a mobile services delivery work 
force.  


<PAGE> 6

A further breakdown of the individual components of these costs follows (in 
millions of dollars): 
                                  Headcount    Total       U.S.     Int'l.
                                  ---------    -----       ----     ------
Balance at December 31, 2006          757     $142.6      $26.1     $116.5

Additional provisions                 966       32.7       11.6       21.1
Minority interest                                 .6                    .6
Utilized                             (375)     (47.3)     (12.6)     (34.7)
Changes in estimates and
  revisions                          (101)      (6.2)        .4       (6.6)
Translation adjustments                          (.1)                  (.1)
                                   ------      ------      -----    ------
Balance at March 31, 2007           1,247     $122.3      $25.5     $ 96.8
                                   ======     ======       =====    ======
Expected future utilization:
2007 remaining nine months          1,227      $91.9      $23.4     $ 68.5
Beyond 2007                            20       30.4        2.1       28.3


c.  In March 2006, the company adopted changes to its U.S. defined benefit 
pension plans effective December 31, 2006.  The changes affected most U.S. 
employees and senior management and included ending the accrual of future 
benefits in the company's defined benefit pension plans for employees effective 
December 31, 2006.  No new entrants to the plans are allowed after that date.  
The changes do not affect the vested accrued pension benefits of current and 
former employees, including retirees. 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.  

Net periodic pension expense (income) for the three months ended March 31, 
2007 and 2006 is presented below (in millions of dollars):

                                 Three Months             Three Months
                             Ended March 31, 2007     Ended March 31, 2006
                            ----------------------   ----------------------
                                    U.S.    Int'l.            U.S.    Int'l.
                            Total   Plans   Plans    Total    Plans   Plans
                            -----   -----   -----    -----    -----   -----

Service cost               $ 10.8  $   .1   $ 10.7   $ 29.8  $ 18.4  $ 11.4
Interest cost                99.8    69.4     30.4     94.9    68.1    26.8
Expected return on
  plan assets              (133.2)  (97.6)   (35.6)  (119.9)  (90.7)  (29.2)
Amortization of prior
  service (benefit) cost       .2               .2      (.3)  (  .5)     .2
Recognized net actuarial 
  loss                       33.0    24.3      8.7     48.4    36.5    11.9
Curtailment gain               -       -        -     (45.0)  (45.0)
                            -----   ------   -----    ------   ----   -----
Net periodic pension
  expense (income)         $ 10.6  $ (3.8)   $14.4   $  7.9  $(13.2)  $21.1
                            =====   ======   =====   =======  =====   =====

The company currently expects to make cash contributions of approximately 
$76 million to its worldwide defined benefit pension plans in 2007 compared
with $78.0 million in 2006.  For the three months ended March 31, 2007 and
2006, $15.6 million and $18.4 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 2007.

Net periodic postretirement benefit expense for the three months ended
March 31, 2007 and 2006 is presented below (in millions of dollars):

                                               Three Months Ended March 31,
                                               ----------------------------
                                                   2007          2006
                                                   ----          ----
Interest cost                                      $3.0         $3.2
Expected return on assets                           (.1)         (.1)
Amortization of prior service benefit                -           (.5)
Recognized net actuarial loss                       1.3          1.3
                                                   ----         ----
Net periodic postretirement benefit expense        $4.2         $3.9
                                                   ====         ====


<PAGE> 7

The company expects to make cash contributions of approximately $30 
million to its postretirement benefit plan in 2007 compared with $26.9 
million in 2006.  For the three months ended March 31, 2007 and 2006, 
$7.3 million and $6.1 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 March 2006 quarter.  NUL will remain the exclusive 
distributor of the company's hardware and software in Japan.

In February 2007, the company sold its media business for gross proceeds of 
$28.3 million and recognized a pretax gain of $23.7 million.
    
e.  Effective January 1, 2007, the company adopted FASB Interpretation No. 48, 
"Accounting for Uncertainty in Income Taxes, an interpretation of FASB 
Statement No. 109" (FIN 48).  FIN 48 prescribes a recognition threshold and 
measurement attribute for the financial statement recognition and measurement 
of a tax position taken or expected to be taken in a tax return.  Adoption of 
FIN 48 did not have a material impact on the company's consolidated results of 
operations and financial position.

The company and its subsidiaries file income tax returns in the U.S. federal 
jurisdiction, and various states and foreign jurisdictions.  The company 
recently concluded a U.S. federal income tax audit of the years 2000-2003 with 
no material impact.  Several U.S. state and foreign income tax audits are in 
process.  There are currently no income tax audits in process in either Brazil 
or the United Kingdom, which are the most significant jurisdictions outside the 
U.S.  For Brazil, the audit period through 2000 is closed and for the United 
Kingdom, the audit period through 2004 is closed.  All of the various ongoing 
income tax audits throughout the world are not expected to have a material 
impact on the company's financial position.

The company recognizes penalties and interest accrued related to income tax 
liabilities in the provision (benefit) for income taxes in its consolidated 
statements of income.  The company had an accrual of $10.0 million for the 
payment of penalties and interest at March 31, 2007 and $10.3 million at 
December 31, 2006.

As of December 31, 2006, the company had $38.3 million of a liability for 
unrecognized tax benefits.  During the three months ended March 31, 2007, the 
company settled an income tax audit in the Netherlands and as a result, 
recorded a tax benefit of $39.4 million and expects to receive a refund, 
including interest, of approximately $57 million during the second quarter of 
2007.  

After the settlement discussed above, the company had $22.7 million of a 
liability (including $10.0 million for interest and penalties) for unrecognized 
tax benefits as of March 31, 2007, all of which, if recognized, would affect 
the company's effective tax rate.  The company does not currently expect that 
the total amount of unrecognized tax benefits at March 31, 2007 will 
significantly increase or decrease within the next 12 months. 

f.  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.  As of March 31, 2007, 
the company has granted non-qualified stock options and restricted stock units 
under these plans.  At March 31, 2007, 3.4 million shares of unissued common 
stock of the company were available for granting under these plans.  

For the three months ended March 31, 2007, no stock options were granted.  The 
company currently expects that any future grants of stock option awards will be 
principally to newly hired individuals. 

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



<PAGE> 8

                                                    Three Months Ended March 31,
                                                ----------------------------
                                                       2007          2006
                                                       ----          ----

Weighted-average fair value of grant                   N/A          $2.59
Risk-free interest rate                                N/A           4.35%
Expected volatility                                    N/A          45.88%
Expected life of options in years                      N/A           3.67
Expected dividend yield                                 -              -

For periods after January 1, 2006, the company has granted an annual restricted 
stock unit award to officers, directors and other key employees in lieu of an 
annual stock option grant.  The restricted stock unit awards granted in March 
2006 contained 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 (the first installment), 2006-2007 (the 
second installment), and 2006-2008 (the third installment).  The restricted 
stock unit awards granted in March 2007 consist of only performance-based units 
which vest at the end of three years, based upon the achievement of pretax 
profit and revenue growth rate goals for the three-year period from 2007-2009.  
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.  The company records share-based 
expense in selling, general and administrative expense.

During the three months ended March 31, 2007 and 2006, the company recorded 
$2.4 million and $1.7 million of share-based compensation expense, 
respectively, which is comprised of $2.4 million and $1.6 million of restricted 
stock unit expense and $- million and $.1 million of stock option expense, 
respectively.  

A summary of stock option activity for the three months ended March 31, 2007 
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, 2006           43,190       $16.44
Granted                  -            -
Exercised               (986)        7.10
Forfeited and
   expired            (1,098)       15.12
                      -------
Outstanding at
   March 31, 2007     41,106        16.70            3.97           $12.7
                      ======
Vested and 
   expected to
   vest at 
   March 31, 2007     41,106        16.70            3.97            12.7 
                      ======
Exercisable at
   March 31, 2007     40,549        16.84            3.97            11.4
                      ======

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, 2007.  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, 2007 was $8.7 million;
the amount for the three months ended March 31, 2006 was immaterial.  As of 
March 31, 2007, $1.3 million of total unrecognized compensation cost related to 
stock options is expected to be recognized over a weighted-average period of 
1.2 years.  


<PAGE> 9

A summary of restricted stock unit activity for the three months ended March 31,
2007 follows (shares in thousands):
                                                                Weighted-
                                         Restricted             Average
                                           Stock                Grant Date
                                           Units                Fair Value
                                         ----------             ----------
Outstanding at
   December 31, 2006                       1,963                  $6.66
Granted                                    3,155                   8.31
Vested                                      (342)                  6.95
Forfeited and expired                       (242)                  6.77 
                                            ----
Outstanding at
   March 31, 2007                          4,534                   7.78
                                           =====
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, 2007 and 2006 was $8.31 and 
$6.65, respectively.  As of March 31, 2007, there was $29.4 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 2.5 years.  The total fair value of restricted 
share units vested during the three months ended March 31, 2007 and 2006 was 
$2.9 million and $.8 million, respectively.   

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, 2007 
and 2006 was $7.0 million and $.6 million, respectively.  The company is 
currently not recognizing 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 position.  Tax benefits resulting from tax deductions in 
excess of the compensation costs recognized are classified as financing cash 
flows. 

g.  The company has two business segments:  Services and Technology.  Revenue 
classifications by segment are as follows:  Services - systems integration and 
consulting, 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, 2007 
and 2006 was $.5 million and $1.3 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> 10

A summary of the company's operations by business segment for the three-
month periods ended March 31, 2007 and 2006 is presented below (in millions 
of dollars):
                               Total    Corporate    Services    Technology
                               -----    ---------    --------    ----------
    Three Months Ended 
      March 31, 2007
    ------------------
    Customer revenue         $1,348.0                $1,152.9     $ 195.1
    Intersegment                        $  (40.1)         3.9        36.2
                             --------   --------     --------     -------
    Total revenue            $1,348.0   $  (40.1)    $1,156.8     $ 231.3
                             ========   ========     ========     =======
    Operating income (loss)  $  (29.6)  $  (26.1)    $  (11.5)    $   8.0
                             ========   ========     ========     =======


    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)
                             ========   ========     ========     =======
 
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
                                            ---------------------------
                                                   2007          2006
                                                   ----          ----
    Total segment operating loss                  $ (3.5)       $(24.0)
    Interest expense                               (18.9)        (19.8)
    Other income (expense), net                     25.5         153.4 
    Cost reduction charge                          (32.7)       (145.9)
    Corporate and eliminations                       6.6           1.1   
                                                  ------        ------
    Total loss before income taxes               $ (23.0)       $(35.2)
                                                  ======        ======

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

                                            Three Months Ended March 31
                                            ---------------------------
                                                  2007           2006
                                                  ----           ----
    Services 
     Systems integration and consulting        $  342.6       $  381.3
     Outsourcing                                  469.1          455.2
     Infrastructure services                      234.6          225.0
     Core maintenance                             106.6          114.9
                                                -------       --------
                                                1,152.9        1,176.4
    Technology
     Enterprise-class servers                     150.4          168.1
     Specialized technologies                      44.7           43.3
                                                -------       --------
                                                  195.1          211.4
                                                -------       --------
    Total                                      $1,348.0       $1,387.8
                                               ========       ========

h.  Comprehensive income (loss) for the three months ended March 31, 2007 
and 2006 includes the following components (in millions of dollars):

    


<PAGE> 11


                                                          2007       2006
                                                        ------     -------
    Net income (loss)                                  $   3.6    $  (27.9)
    Other comprehensive income (loss)
    Cash flow hedges
       Income (loss), net of tax of $- and $-              (.2)         .2
       Reclassification adjustments, net of tax
        of $-  and $-                                       .1         (.2)
    Foreign currency translation adjustments               5.1       (10.5)
    Postretirement adjustments                            32.2     1,446.0   
                                                       -------     -------
    Total other comprehensive income (loss)               37.2     1,435.5  
                                                       -------     -------
    Comprehensive income                               $  40.8    $1,407.6 
                                                       =======     =======

Accumulated other comprehensive income (loss) as of December 31, 2006 and
March 31, 2007 is as follows (in millions of dollars):

                                                          Cash    
                                            Translation   Flow  Postretirement
                                     Total  Adjustments  Hedges     Plans
                                     -----  -----------  ------  ---------
    Balance at December 31, 2006  $(1,626.0)  $(633.1)   $ -     $  (992.9)

    Change during period               37.2       5.1       (.1)      32.2
                                   --------   -------    ------  ---------

    Balance at March 31, 2007     $(1,588.8)  $(628.0)   $  (.1) $  (960.7)
                                   ========   =======    ======  =========

i.  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,
                                                 ----------------------------
                                                       2007        2006
                                                       ----        ----
    Balance at beginning of period                    $ 8.2       $ 8.0 
    
    Accruals for warranties issued
      during the period                                 1.4         2.9 

    Settlements made during the period                 (2.4)       (2.4) 

    Changes in liability for pre-existing warranties
      during the period, including expirations          1.3          .8 
                                                      -----       -----
    Balance at March 31                               $ 8.5       $ 9.3 
                                                      =====       =====

j.  Cash paid during the three months ended March 31, 2007 and 2006 for income
taxes was $11.3 million and $19.9 million, respectively.

Cash paid during the three months ended March 31, 2007 and 2006 for interest
was $11.1 million and $11.6 million, respectively.

k.  Effective January 1, 2007, the company adopted FASB Interpretation No. 48,  
"Accounting for Uncertainty in Income Taxes, an interpretation of FASB   
Statement No. 109" (FIN 48).  FIN 48 prescribes a recognition threshold and  
measurement attribute for the financial statement recognition and 
measurement of a tax position taken or expected to be taken in a tax return.  
Adoption of FIN 48 did not have a material impact on the company's 
consolidated results of operations and financial position.  See note (e).
    


<PAGE> 12

Effective January 1, 2007, the company adopted EITF 06-2, "Accounting for    
Sabbatical Leave and Other Similar Benefits Pursuant to FASB Statement No.  
43." EITF 06-2 applies to compensated absences that require a minimum  
service period but have no increase in the benefit even with additional  
years of service and requires the benefit to be recognized as a liability  
over the service period.  Adoption of EITF 06-2 did not have a material  
impact on the company's consolidated results of operations and financial  
position.
    
Effective January 1, 2007, the company adopted EITF 06-5, "Accounting for  
Purchases of Life Insurance - Determining the Amount That Could Be Realized  
in Accordance with FASB Technical Bulletin No. 85-4."  EITF 06-5 requires  
that a policyholder should consider any additional amounts included in the   
contractual terms of the policy in determining the amount that could be   
realized under the insurance contract on a policy-by-policy basis.  Adoption   
of EITF 06-5 did not have a material impact on the company's consolidated   
results of operations and financial position.

In September 2006, the Financial Accounting Standards Board (FASB) issued 
Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" 
(SFAS No. 157).  SFAS No. 157 defines fair value, establishes a framework for 
measuring fair value and expands disclosures about fair value measurements.  
This statement applies under other accounting pronouncements that require or 
permit fair value measurements.  Accordingly, SFAS No. 157 does not require any 
new fair value measurements.  The provisions of SFAS No. 157 are to be applied 
prospectively and are effective for financial statements issued for fiscal 
years beginning after November 15, 2007.  The company is currently evaluating 
what effect, if any, adoption of SFAS No. 157 will have on the company's 
consolidated results of operations and financial position.

EITF 06-4, "Accounting for Deferred Compensation and Postretirement Benefit  
Aspects of Endorsement Split-Dollar Life Insurance Arrangements," was issued in 
September 2006 and is effective for fiscal years beginning after December 15, 
2007.  EITF 06-4 requires that, for split-dollar life insurance arrangements 
that provide a benefit to an employee that extends to postretirement periods, 
an employer should recognize a liability for future benefits in accordance with 
SFAS No. 106.  EITF 06-4 requires that recognition of the effects of adoption 
should be either by (a) a change in accounting principle through a cumulative-
effect adjustment to retained earnings as of the beginning of the year of 
adoption or (b) a change in accounting principle through retrospective 
application to all prior periods.  The company is reviewing EITF 06-4 and does 
not currently expect that its adoption will have a material impact on the 
company's consolidated results of operations and financial position.

In February 2007, the FASB issued Statement of Financial Accounting Standards 
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities"
(SFAS No. 159).  SFAS No. 159 permits entities to choose to measure many 
financial instruments and certain other items at fair value.  The provisions of 
SFAS No. 159 shall be effective as of the beginning of each reporting entity's 
first fiscal year that begins after November 15, 2007.  SFAS No. 159 should not 
be applied retrospectively to fiscal years beginning prior to the effective 
date.  The company is currently evaluating whether it will adopt the provisions 
of SFAS No. 159, and if adopted, what effect adoption of SFAS No. 159 will have 
on the company's consolidated results of operations and financial position.

l.  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.  The 
company continues to work to address certain contracts administration issues 
raised by the DCAA.  In addition, the company has learned that the Civil 
Division of the Department of Justice, working with the Inspector General?s 
Office of the Department of Homeland Security, is reviewing issues raised by 
the DCAA relating to labor categorization and overtime on the TSA contract.  
The company understands that the Civil Division is at an early stage in its 
review.  The company is working cooperatively with the Civil Division.  The 
company does not know whether the Civil Division will pursue the matter, or, 
if pursued, what effect this might have on the company.




<PAGE> 13



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, 2007, the company reported net income of 
$3.6 million, or $.01 per share, compared with a net loss of $27.9 million, or 
$.08 per share, for the three months ended March 31, 2006.  

During the first quarter of 2007, the company: 

* recorded a cost reduction charge of $32.7 million for 966 personnel 
reductions.  See note (b).  



* continued its program to divest non-core assets by selling its media business 
for cash proceeds of approximately $28 million. See note (d).

* settled a Netherlands income tax audit and as a result recorded a tax benefit 
of approximately $39 million and expects to receive a cash refund, including 
interest, of approximately $57 million by the end of the second quarter of 2007.
See note (e).

Results of operations

Company results
    
Revenue for the quarter ended March 31, 2007 was $1.35 billion compared with 
$1.39 billion for the first quarter of 2006, a decrease of 3% from the prior 
year.  This decrease was due to a 2% decrease in Services revenue and an 8% 
decrease in Technology revenue.  Foreign currency fluctuations had a 3-
percentage-point positive impact on revenue in the current period compared with 
the year-ago period.   U.S. revenue declined 3% in the first quarter compared 
with the year-ago period, principally driven by weakness in systems integration 
and consulting, and revenue in international markets also decreased 3% due to 
decreases in South Pacific and Japan, offset in part by increases in Europe and 
Brazil.  On a constant currency basis, international revenue declined 9% in the 
three months ended March 31, 2007 compared with the three months ended 
March 31, 2006.

As part of the company's continuing repositioning plan to right size its cost 
structure, during the three months ended March 31, 2007, the company committed 
to an additional reduction of 966 employees.  This resulted in a pretax charge 
in the quarter of $32.7 million, principally related to severance costs.  The 
charge is broken down as follows: (a) 451 employees in the U.S. for a charge of 
$11.6 million and (b) 515 employees outside the U.S. for a charge of $21.1 
million.  The pretax charge was recorded in the following statement of income 
classifications: cost of revenue-services, $25.0 million; selling, general and 
administrative expenses, $2.1 million; research and development expenses, $6.2 
million; and other income (expense), net, $.6 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 cost reduction actions taken in the first quarter of 2007 when combined 
with the 2006 cost restructuring actions brings the total employee reductions 
to 6,631 for a charge of $362.8 million. The combined employee reduction 
actions are expected to be substantially completed by the end of 2007.  Net of 
increases in offshore resources and outsourcing of certain internal, non-client 
facing functions, the company anticipates that these combined actions will 
yield annualized cost savings in excess of $340 million by the second half of 
2007 and $360 million by the first half of 2008.  The company currently expects 
to record an additional restructuring charge in the second quarter of 2007 
related to facility consolidations and additional employee reductions 
principally in continental Europe.  This would represent the first phase of 
global facility consolidations to reflect the company's headcount reductions 
and its continued move to a mobile services delivery work force.

In the first quarter of 2006, the company recorded a pretax cost reduction 
charge of $145.9 million, principally related to severance costs.  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.  



<PAGE> 14

In March 2006, the company adopted changes to its U.S. defined benefit
pension plans effective December 31, 2006.  The changes affected most U.S. 
employees and senior management and included ending the accrual of future 
benefits in the company's defined benefit pension plans for employees effective 
December 31, 2006.  No new entrants to the plans are allowed after that date. 
The changes do not affect the vested accrued pension benefits of current and 
former employees, including retirees. 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.

Pension expense for the three months ended March 31, 2007 was $10.6 million 
compared with $7.9 million for the three months ended March 31, 2006.  The 
increase in pension expense in 2007 from 2006 was due to the following: (a) a 
curtailment gain in the U.S. of $45.0 million recognized in 2006, offset in 
part by (b) a decrease in expense in 2007 due to changes in the company's U.S. 
defined benefit plans, discussed above.  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 19.1% in the three months ended March 31, 2007 
compared with 14.5% in the three months ended March 31, 2006.  Included in the 
gross profit margin in 2007 and 2006 were cost reduction charges of $25.0 
million and $85.4 million, respectively.  The increase in gross profit margin 
excluding these charges principally reflects the benefits derived in 2007 from 
the 2006 cost reduction actions.

Selling, general and administrative expenses were $244.6 million for the three 
months ended March 31, 2007 (18.1% of revenue) compared with $295.4 million 
(21.3% of revenue) in the year-ago period.  Included in selling, general and 
administrative expense in 2007 and 2006 were cost reduction charges of $2.1 
million and $45.4 million, respectively.  The decrease in selling, general and 
administrative expense excluding these charges principally reflects the 
benefits derived in 2007 from the 2006 cost reduction actions.

Research and development (R&D) expenses in first quarter of 2007 were $42.4 
million compared with $75.3 million in the first quarter of 2006.  The company 
continues to invest in proprietary operating systems and in key programs within 
its industry practices.  Included in R&D expense in 2007 and 2006 were cost 
reduction charges of $6.2 million and $17.6 million, respectively.  The 
reduction in R&D in 2007 compared with 2006 excluding these charges principally 
reflects the benefits derived in 2007 from the 2006 cost reduction actions.
 	
For the first quarter of 2007, the company reported an operating loss of $29.6 
million compared with an operating loss of $168.8 million in the first quarter 
of 2006.  The principal items affecting the comparison of 2007 with 2006 were a 
$33.3 million and a $148.4 million charge in 2007 and 2006, respectively, 
relating to the cost reduction actions, as well as the benefits derived in 2007 
from the 2006 cost reduction actions.

Interest expense for the three months ended March 31, 2007 was $18.9 million 
compared with $19.8 million for the three months ended March 31, 2006.

Other income (expense), net, which can vary from period to period, was income 
of $25.5 million in the first quarter of 2007, compared with income of $153.4 
million in 2006.  Other income (expense) in 2007 principally reflects a gain of 
$23.7 million on the sale of the company's media business and 2006 principally 
reflects a gain of $149.9 million from the sale of all of the company's shares 
in NUL (see note (d)). 

The loss before income taxes for the three months ended March 31, 2007 was 
$23.0 million compared with a loss of $35.2 million in 2006.  The benefit for 
income taxes was $26.6 million in the current quarter compared with a benefit 
of $7.3 million in the year-ago period.  The tax benefit in the current period 
includes $39.4 million related to the Netherlands income tax audit settlement 
(see note (e)). Due to the establishment of a full valuation allowance for all 
of the company's U.S. deferred 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.  The company 
continues to work to address certain contracts administration issues raised by 
the DCAA.  In addition, the company has learned that the Civil Division of the 
Department of Justice, working with the Inspector General's Office of the 
Department of Homeland Security, is reviewing issues raised by the DCAA 
relating to labor categorization and overtime on the TSA contract.  The company 
understands that the Civil Division is at an early stage in its review.  The 
company is working cooperatively with the Civil Division.  The company does not 
know whether the Civil Division will pursue the matter, or, if pursued, what 
effect this might have on the company.

Segment results

The company has two business segments:  Services and Technology.  Revenue 
classifications by segment are as follows:  Services - systems integration and 
consulting, 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, 2007 and 2006 was 
$.5 million and $1.3 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.  

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

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
March 31, 2007
------------------
Customer revenue          $1,348.0                 $1,152.9     $ 195.1
Intersegment                           $ (40.1)         3.9        36.2
                          --------     -------      -------      ------
Total revenue             $1,348.0     $ (40.1)    $1,156.8     $ 231.3 
                           ========    ========     ========    =======

Gross profit percent          19.1%                    15.0%       43.3%
                          ========                  =======      ======
Operating profit 
  (loss) percent              (2.2)%                   (1.0)%       3.5%
                          ========                  =======      ======


<PAGE> 16

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)%
                          ========                  ========     ======

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

In the Services segment, customer revenue was $1.15 billion for the three 
months ended March 31, 2007 compared with $1.18 billion for the three months 
ended March 31, 2006.  Foreign currency translation had about a 4-percentage-
point positive impact on Services revenue in the current quarter compared with 
the year-ago period.  Revenue in the first quarter of 2007 was down 2% from 
2006, principally due to a 10% decrease in systems integration and consulting 
revenue ($342.6 million in 2007 compared with $381.3 million in 2006), and a 7% 
decrease in core maintenance revenue ($106.6 million in 2007 compared with 
$114.9 million in 2006), offset in part by a 4% increase in infrastructure 
services ($234.6 million in 2007 compared with $225.0 million in 2006)and a 3% 
increase in outsourcing ($469.1 million in 2007 compared with $455.2 million in 
2006).  Services gross profit was 15.0% in the first quarter of 2007 compared 
with 15.2% in the year-ago period.  Services operating income (loss) percent 
was (1.0)% in the three months ended March 31, 2007 compared with (0.9)% in the 
three months ended March 31, 2006.  During the quarter, the company experienced 
lower volume in systems integration and consulting, and higher temporary 
contract labor costs primarily due to changes implemented through the 
repositioning program. The company currently expects to have both of these 
issues behind it in the second half of 2007.
 
In the Technology segment, customer revenue was $195 million in the current 
quarter compared with $211 million in the year-ago period.  Foreign currency 
translation had a positive 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, 2007 was down 8% from the three 
months ended March 31, 2006, due to an 11% decrease in sales of enterprise-
class servers ($150.4 million in 2007 compared with $168.1 million in 2006) 
offset in part by a 3% increase in sales of specialized technology products 
($44.7 million in 2007 compared with $43.3 million in 2006).  Technology gross 
profit was 43.3% in the current quarter compared with 41.9% in the year-ago 
quarter.  Technology operating income percent was 3.5% in the three months 
ended March 31, 2007 compared with (5.4)% in the three months ended March 31, 
2006.  The decline in revenue in 2007 compared with 2006 primarily reflected 
the continuing secular decline in enterprise servers. 


New accounting pronouncements

See note (k) of the Notes to Consolidated Financial Statements for a full 
description of recent accounting pronouncements, including the expected dates of
adoption and estimated effects on results of operations and financial condition.


Financial condition

Cash and cash equivalents at March 31, 2007 were $564.2 million compared with 
$719.3 million at December 31, 2006.  


During the three months ended March 31, 2007, cash used for operations was 
$104.3 million compared with cash provided of $26.9 million for the three 
months ended March 31, 2006.  Cash expenditures in the current quarter related 
to restructuring actions (which are included in operating activities) were 
approximately $50 million compared with $6 million for the prior-year quarter.  
Cash expenditures for the current-year and the prior-year restructuring actions 
are expected to be approximately $99 million for the remainder of 2007, 
resulting in an expected cash expenditure of approximately $149 million in 2007 
compared with $198 million in 2006.  Also contributing to the decline in 
operating cash flow was a reduction in the amount of receivables sold in the 
company's U.S. securitization.  At March 31, 2007 and December 31, 2006, 
receivables of $110 million and $170 million, respectively, were sold under the 
company's U.S. securitization.


<PAGE> 17

Cash used for investing activities for the three months ended March 31, 2007 
was $58.8 million compared with cash provided of $306.0 million during the 
three months ended March 31, 2006.  The principal reason for the decrease was 
that in 2006, the company received net proceeds of $380.6 million from the sale 
of the NUL shares and other assets.  Other items affecting cash used for 
investing activities were the following.  Net purchases of investments were 
$3.0 million for the three months ended March 31, 2007 compared with net 
purchases of $1.3 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 $24.3 million compared with $27.1 million in the 
year-ago period, capital additions of properties were $19.3 million in 2007 
compared with $21.6 million in 2006 and capital additions of outsourcing assets 
were $39.3 million in 2007 compared with $24.6 million in 2006.  Cash provided 
from investing activities in the three months ended March 31, 2007 includes 
$28.3 million of proceeds from the sale of the company's media business.

Cash provided by financing activities during the three months ended March 31, 
2007 was $5.9 million compared with $2.2 million of cash provided during the 
three months ended March 31, 2006.  The increase was principally due to the 
receipt of $7.0 million of cash due to employee exercise of stock options during
the three months ended March 31, 2007.

At March 31, 2007, total debt was $1.05 billion, a decrease of $1.1 million from
December 31, 2006.

The company has a three-year, secured revolving credit facility which expires 
in 2009 that provides for loans and letters of credit up to an aggregate of 
$275 million.  Borrowings under the facility bear interest based on short-term 
rates and the company's credit rating.  The credit agreement contains customary 
representations and warranties, including no material adverse change in the 
company's business, results of operations or financial condition.  It also 
contains financial covenants requiring the company to maintain certain interest 
coverage, leverage and asset coverage ratios and a minimum amount of liquidity, 
which could reduce the amount the company is able to borrow.  The credit 
facility also includes covenants limiting liens, mergers, asset sales, 
dividends and the incurrence of debt.  Events of default include non-payment, 
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, discussed below.  Also, the credit facility may be 
terminated if the 7 7/8% senior notes due 2008 have not been repaid, refinanced 
or defeased by payment of amounts due to an escrow agent on or prior to January 
1, 2008.  The credit facility is secured by the company's assets, except that 
the collateral does not include accounts receivable that are subject to the 
receivable facility, U.S. real estate or the stock or indebtedness of the 
company's U.S. operating subsidiaries.  As of March 31, 2007, there were 
letters of credit of $47.5 million issued under the facility and there were no 
cash borrowings.

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.  

At March 31, 2007, the company had an agreement to sell, on an on-going basis, 
through Unisys Funding Corporation I, a wholly owned subsidiary, interests in 
up to $300 million of eligible U.S. trade accounts receivable.  The receivables 
are sold at a discount that reflects a margin based on, among other things, the 
company's then-current S&P and Moody's credit rating.  The facility is 
terminable by the purchasers if the company's corporate rating is below B by 
S&P or B2 by Moody's and requires the maintenance of certain ratios related to 
the sold receivables.  At March 31, 2007, the company's corporate rating was B+ 
and B2 by S&P and Moody's, respectively.  The facility is renewable annually in 
November at the purchasers' option until November 2008.  At March 31, 2007 and 
December 31, 2006, the company had sold $110 million and $170 million, 
respectively, of eligible receivables.

At March 31, 2007, 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.
 


<PAGE> 18


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 $58.9 million during the three months ended 
March 31, 2007, principally reflecting a decrease in other comprehensive loss 
due to amortization of postretirement losses recognized in accumulated other 
comprehensive income and net income of $3.6 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 or increase its offshore resources 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.  

Other factors that could affect future results include the following: 

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. 

The company's future results will depend in part on the success of its efforts 
to control and reduce costs through the development and use of low-cost 
subsidiaries and low-cost offshore and global sourcing models.  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 
continue 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 systems integration and consulting. 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. 

Future results will also depend, in part, on market demand for the company's 
high-end enterprise servers and customer acceptance of the new models 
introduced in 2006.  The company continues to apply its resources to develop 
value-added software capabilities and optimized solutions for these server 
platforms which provide competitive differentiation.  Future results will 
depend, in part, on customer acceptance of new ClearPath 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 growth potential in the market for high-end, Intel-
based servers running Microsoft and Linux operating system software. However, 
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 arrangements with NEC.


<PAGE> 20

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. 

Certain of the company's outsourcing agreements require that the company's 
prices be benchmarked and provide for a downward adjustment to those prices if 
the pricing for similar services in the market has changed.  As a result, 
anticipated revenues from these contracts may decline.

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

The 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. 



<PAGE> 21



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, 2007.  
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, 2007 that has materially affected, or is reasonably 
likely to materially affect, the Company's internal control over financial 
reporting.  






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

See note (b) of the notes to consolidated financial statements for information 
on the restructuring charge taken in the first quarter of 2007.


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

(a)       Exhibits

          See Exhibit Index



<PAGE> 22



                               SIGNATURES
                               ----------



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

                                              UNISYS CORPORATION

Date: May 3, 2007                            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> 23

                             EXHIBIT INDEX

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

3.2      Bylaws of Unisys Corporation, as amended through February 8, 2007 
         (incorporated by reference to Exhibit 3 to the registrant's Current 
         Report on Form 8-K dated February 8, 2007)

12       Statement of Computation of Ratio of Earnings to Fixed Charges

31.1     Certification of Joseph W. McGrath required by Rule 13a-14(a)
         or Rule 15d-14(a)

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

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

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








                                                                      Exhibit 12

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

                                

                                  Three             
                                  Months     
                                  Ended          Years Ended December 31
                                  Mar. 31, -----------------------------------
                                  2007      2006   2005   2004   2003   2002  
                                  --------  ----   ----   ----   ----   ----  
Fixed charges
Interest expense                  $ 18.9   $ 77.2 $ 64.7 $ 69.0 $ 69.6 $ 66.5 
Interest capitalized during 
  the period                         1.7      9.9   15.0   16.3   14.5   13.9 
Amortization of debt issuance

  expenses                           1.0      3.8    3.4    3.5    3.8    2.6 
Portion of rental expense
  representative of interest        14.2     56.7   60.9   61.6   55.2   53.0 
                                   ------  ------ ------ ------ ------  ----- 
    Total Fixed Charges             35.8    147.6  144.0  150.4  143.1  136.0 
                                   ------  ------ ------ ------ ------  -----
Earnings                             
Income (loss) from continuing
 operations before income taxes    (23.0)  (250.9)(170.9) (76.0) 380.5  332.8
Add (deduct) the following:
 Share of loss (income) of
  associated companies               -        4.5   (7.2) (14.0) (16.2)  14.2
 Amortization of capitalized
  interest                           3.4     13.7   12.9   11.7   10.2    8.8 
                                   ------  ------ ------ ------ ------  -----
    Subtotal                       (19.6)  (232.7)(165.2) (78.3) 374.5  355.8 
                                   ------  ------ ------ ------ ------  -----

Fixed charges per above             35.8    147.6  144.0  150.4  143.1  136.0 
Less interest capitalized during
  the period                        (1.7)    (9.9) (15.0) (16.3) (14.5) (13.9) 
                                   -----   ------ ------ ------ ------ ------
Total earnings (loss)              $14.5   $(95.0)$(36.2)$ 55.8 $503.1 $477.9 
                                   =====   ====== ====== ====== ====== ======

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

* Earnings for the three months and years ended March 31, 2007, December 31, 
2006, 2005 and 2004 were inadequate to cover fixed charges by $21.3 million, 
$242.6 million, $180.2 million and $94.6 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: May 3, 2007


                                /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: May 3, 2007

                                /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, 2007 (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: May 3, 2007



/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, 2007 (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: May 3, 2007



/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.