SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
LIFFLANDER CLAY B

(Last) (First) (Middle)
UNISYS WAY

(Street)
BLUE BELL PA 19424-0001

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2008
3. Issuer Name and Ticker or Trading Symbol
UNISYS CORP [ UIS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 32,322,000 I See footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These securities are owned directly by MMI Investments, L.P., the general partner of which, MCM Capital Management, LLC ("MCM"), owns, indirectly as such general partner, its proportionate interest of these securities. The reporting person is a Voting Member and President of MCM. The reporting person and MCM disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, any such securities for any purpose.
Clay B. Lifflander 05/29/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 and 5                               
                                                                               
                                                                               
     Know all by these presents, that the undersigned hereby constitutes and   
appoints each of Mary Kay Gould, Susan T. Keene and Nancy Straus Sundheim      
signing singly, his/her true and lawful attorney-in-fact, in regard to         
ownership of securities for Unisys Corporation, to:                            
                                                                               
(1)   execute for and on behalf of the undersigned Forms 3, 4 and 5 in         
accordance with Section 16(a) of the Securities Exchange Act of 1934 and       
the rules thereunder;                                                          
                                                                               
(2)   do and perform any and all acts for and on behalf of the undersigned     
which may be necessary or desirable to complete the execution of any such Form 
3, 4 or 5 and the timely filing of such form with the United States Securities 
and Exchange Commission and any other authority; and                           
                                                                               
(3)   take any other action of any type whatsoever in connection with the      
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, 
in the best interest of, or legally required by, the undersigned, it being     
understood that the documents executed by such attorney-in-fact on behalf of   
the undersigned pursuant to this Power of Attorney shall be in such form and   
shall contain such terms and conditions as such attorney-in-fact may approve in 
her discretion.                                                                
                                                                               
     The undersigned
 hereby grants to each such attorney-in-fact full power and 
authority to do and perform all and every act and thing whatsoever requisite,  
necessary and proper to be done in the exercise of any of the rights and powers 
herein granted, as fully to all intents and purposes as such attorney-in-fact  
might or could do if personally present, with full power of substitution or    
revocation, hereby ratifying and confirming all that such attorney-in-fact, or 
his/her substitute or substitutes, shall lawfully do or cause to be done by    
virtue of this power of attorney and rights and powers herein granted.  The    
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in   
such capacity at the request of the undersigned, are not assuming any of the   
undersigned's responsibilities to comply with Section 16 of the Securities     
Exchange Act of 1934.                                                          
                                                                               
     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
 to be executed as of this 28th day of May 2008.


/s/   Clay B. Lifflander
Clay B. Lifflander