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 June 30, 2008

[ ]   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 June 30, 2008
359,564,203.



<PAGE> 2


Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                (Millions)
   
                                          
                                          June 30,    
                                            2008       December 31,
                                         (Unaudited)       2007
                                         -----------   ------------
Assets
------
Current assets
Cash and cash equivalents                 $  471.4       $  830.2
Accounts and notes receivable, net           991.1        1,059.2
Inventories:
   Parts and finished equipment               90.6           91.9
   Work in process and materials              73.5           79.2
Deferred income taxes                         18.0           18.0
Prepaid expenses and other current assets    155.9          133.7
                                          --------       --------
Total                                      1,800.5        2,212.2
                                          --------       --------

Properties                                 1,374.8        1,336.9
Less-Accumulated depreciation and
  amortization                             1,057.9        1,004.7
                                          --------       --------
Properties, net                              316.9          332.2
                                          --------       --------
Outsourcing assets, net                      380.2          409.4
Marketable software, net                     254.0          268.8
Prepaid postretirement assets                570.5          497.0
Deferred income taxes                         93.8           93.8
Goodwill                                     203.7          200.6
Other long-term assets                       134.4          123.1
                                          --------       --------
Total                                     $3,754.0       $4,137.1
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $     .1       $     .1

Current maturities of long-term debt           3.2          204.3
Accounts payable                             373.3          419.6
Other accrued liabilities                  1,162.2        1,272.0
                                          --------       --------
Total                                      1,538.8        1,896.0
                                          --------       --------
Long-term debt                             1,060.3        1,058.3
Long-term postretirement liabilities         406.1          420.7
Other long-term liabilities                  358.4          395.5

Stockholders' equity 
Common stock, shares issued: 2008; 361.8
   2007, 356.1                                 3.6            3.6
Accumulated deficit                       (2,503.3)      (2,465.9)
Other capital                              4,047.7        4,011.8
Accumulated other comprehensive loss      (1,157.6)      (1,182.9)
                                          --------       --------
Stockholders' equity                         390.4          366.6
                                          --------       --------
Total                                     $3,754.0       $4,137.1
                                          ========       ========

See notes to consolidated financial statements.




<PAGE> 3


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


                                         Three Months         Six Months
                                         Ended June 30      Ended June 30
                                      ----------------      ---------------
                                      2008         2007     2008       2007
                                      ----         ----     ----       ----
                                                                             
Revenue                                                                      
  Services                          $1,197.0    $1,208.6  $2,334.1   $2,361.5
  Technology                           143.0       167.1     307.2      362.2
                                    --------    --------  --------   --------
                                     1,340.0     1,375.7   2,641.3    2,723.7
Costs and expenses
   Cost of revenue:
     Services                          954.4       992.2   1,876.6    1,986.1
     Technology                         81.8        84.1     167.7      180.8
                                    --------    --------  --------   --------
                                     1,036.2     1,076.3   2,044.3    2,166.9
                            
Selling, general and administrative    251.0       247.4     483.5      492.0
Research and development                30.2        49.5      62.9       91.9
                                    --------    --------  --------   --------
                                     1,317.4     1,373.2   2,590.7    2,750.8
                                    --------     -------  --------   --------
Operating profit (loss)                 22.6         2.5      50.6      (27.1)

Interest expense                        21.2        18.7      42.8       37.6
Other income (expense), net            (11.8)       (8.7)    (17.8)      16.8
                                    --------    --------  --------   --------
Loss before income taxes               (10.4)      (24.9)    (10.0)     (47.9)
Provision for income taxes               3.6        40.6      27.4       14.0
                                    --------    --------  --------   --------
Net loss                            $  (14.0)   $  (65.5) $  (37.4)  $  (61.9)
                                    ========    ========  ========   ========
Loss per share
   Basic                            $   (.04)   $   (.19) $   (.10)  $   (.18)
                                    ========    ========  ========   ========
   Diluted                          $   (.04)   $   (.19) $   (.10)  $   (.18)
                                    ========    ========  ========   ========


See notes to consolidated financial statements.



<PAGE> 4


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

                                                     Six Months Ended
                                                         June 30
                                                    ------------------
                                                       2008      2007
                                                    --------   --------
                                                      
Cash flows from operating activities
Net loss                                           $  (37.4)   $ (61.9)
Add (deduct) items to reconcile net loss to net
   cash provided by (used for) operating activities:
Employee stock compensation                            11.9        5.5
Company stock issued for U.S. 401(k) plan              23.9       23.0
Depreciation and amortization of properties            53.7       56.9
Depreciation and amortization of outsourcing assets    83.9       70.6
Amortization of marketable software                    60.9       62.1
Disposals of capital assets                             5.6         .3
Gain on sale of assets                                   -       (23.1)
Decrease in receivables, net                           89.4      136.0
Decrease (increase) in inventories                      9.8       (9.0)
Decrease in accounts payable and other
  accrued liabilities                                (207.2)    (250.5)
Decrease in other liabilities                         (16.6)     (50.9)
Increase in other assets                              (80.8)     (39.9)
Other                                                   5.2        (.2)
                                                    -------     ------
Net cash provided by (used for)
 operating activities                                   2.3      (81.1)
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                        3,276.9    3,942.4
   Purchases of investments                        (3,306.5)  (3,941.0)
   Investment in marketable software                  (45.4)     (48.9)
   Capital additions of properties                    (32.1)     (39.8)
   Capital additions of outsourcing assets            (58.6)     (78.5)
   Purchases of businesses                             (1.8)      (1.6)
   Proceeds from sale of businesses                     -         27.7 
                                                    -------     ------

Net cash used for investing activities               (167.5)    (139.7)
                                                    -------     ------
Cash flows from financing activities
   Net reduction in short-term borrowings                 -        (.6)
   Proceeds from exercise of stock options                -       11.3
   Payment of long-term debt                         (200.0)        -
   Financing fees                                       (.8)        -
                                                    -------     ------
Net cash (used for) provided by financing activities (200.8)      10.7
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                            7.2       11.5
                                                    -------     ------

Decrease in cash and cash equivalents                (358.8)    (198.6)
Cash and cash equivalents, beginning of period        830.2      719.3
                                                    -------    -------
Cash and cash equivalents, end of period           $  471.4    $ 520.7
                                                   ========    =======



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.

The preparation of financial statements in conformity with U.S. generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the amounts reported in the financial statements and 
accompanying notes.  Actual results could differ from those estimates and 
assumptions.

The company's accounting policies are set forth in detail in note 1 of the notes
to the consolidated financial statements in the company's Annual Report on Form 
10-K for the year ended December 31, 2007 filed with the Securities and Exchange
Commission.  Such Annual Report also contains a discussion of the company's 
critical accounting policies.  The company believes that these critical 
accounting policies affect its more significant estimates and judgments used in 
the preparation of the company's consolidated financial statements.  There have 
been no changes in the company's critical accounting policies from those 
disclosed in the company's Annual Report on Form 10-K for the year ended 
December 31, 2007. 

a. The following table shows how loss per share was computed for the three and 
six months ended June 30, 2008 and 2007 (dollars in millions, shares in 
thousands):

                                         Three Months         Six Months
                                         Ended June 30      Ended June 30
                                         -------------      -------------
                                      2008         2007     2008       2007
                                      ----         ----     ----       ----
    Basic Loss Per Share

    Net loss                        $  (14.0)   $   (65.5) $  (37.4) $  (61.9)
                                    ========    =========  ========  ========
    Weighted average shares          358,167      348,958   356,482   347,690
                                    ========    =========  ========  ========
    Basic loss per share            $   (.04)   $    (.19) $   (.10) $   (.18)
                                    ========    =========  ========  ========
    Diluted Loss Per Share
    
    Net loss                        $  (14.0)   $   (65.5) $  (37.4) $  (61.9)
                                    ========    =========  ========  ========
    Weighted average shares          358,167      348,958   356,482   347,690
    Plus incremental shares 
      from assumed conversions 
      of employee stock plans           -           -          -         -  
                                    --------    ---------  --------  --------
    Adjusted weighted average shares 358,167      348,958   356,482   347,690
                                    ========    =========  ========  ========
    Diluted loss per share          $   (.04)   $    (.19) $   (.10) $   (.18)
                                    ========    =========  ========  ========

At June 30, 2008 and 2007, 34.3 million and 39.6 million, respectively, of 
employee stock options were not included in the computation of diluted earnings 
per share because either a loss was reported or the inclusion of stock options 
in the computation would have been antidilutive.


b.  In October 2005, the company announced a plan to reduce its cost structure. 
As part of this plan, during the three months ended June 30, 2007, the company 
consolidated facility space and committed to an additional reduction of 551 
employees.  This resulted in a pretax charge in the quarter of $33.3 million.  
The charge related to work force reductions of $19.8 million is broken down as 
follows: (a) 425 employees in the U.S. for a charge of $12.0 million and (b) 126
employees outside the U.S. for a charge of $7.8 million.  The facility charge of
$13.5 million principally relates to leased property that the company ceased 
using as of June 30, 2007.  The facility charge represents the fair value of the
liability at the cease-use date and was determined based on the remaining lease 
rental payments, reduced by estimated sublease rentals that could be reasonably 
obtained for the property.  The pretax charge was recorded in the following 
statement of income classifications: cost of revenue-services, $6.8 million; 
cost of revenue-technology, $.5 million; selling, general and administrative 
expenses, $16.5 million; research and development expenses, $9.7 million; and 
other income (expense), net, $.2 million.  The income recorded in other income 
(expense), net relates to the minority shareholders' portion of the charge 
related to majority owned subsidiaries which are fully consolidated by the 
company.



<PAGE> 6

For the six months ended June 30, 2007, pretax charges of $66.0 million were 
recorded in the following statement of income classifications:  cost of revenue-
services, $31.8 million; cost of revenue-technology, $.5 million; selling, 
general and administrative expenses, $18.6 million; research and development 
expenses, $15.9 million; and other income (expense), net, $.8 million.

There were no additional cost-reduction charges recorded during the three and 
six months ended June 30, 2008; however, a $2.5 million change in estimate was 
recorded as expense in the current quarter compared with $9.5 million recorded 
as income in the year-ago period, and a $.8 million change in estimates was 
recorded as income in the current six-month period compared with $15.7 million 
recorded as income in the year-ago six-month period.  In addition, during the 
three months ended June 30, 2008, the company recorded a pretax charge of $5.5 
million in selling, general and administrative expense related to a lease 
guarantee.

A breakdown of the individual components of these costs follows (in millions of 
dollars): 
                                                     Work-Force
                                                     Reductions       
                                                  --------------      Idle
                             Headcount    Total    U.S.    Int'l.  Lease Cost
                             ---------    -----    ----    ------  ----------
Balance at December 
 31, 2007                        727     $ 92.0   $ 21.1   $ 31.1    $ 39.8
Utilized                        (453)     (36.4)   (12.8)   (15.5)     (8.1)
Changes in estimates  
  and revisions                 (141)       (.8)     1.2     (3.4)      1.4
Translation adjustments           -         1.1       -        .9        .2
                              ------     ------    -----    -----    ------
Balance at June 30, 2008         133     $ 55.9    $ 9.5   $ 13.1    $ 33.3
                              ======     ======    =====    =====    ======
Expected future utilization:
2008 remaining six months        133      $14.6    $ 5.3   $  3.8    $  5.5
Beyond 2008                                41.3      4.2      9.3      27.8


c.  Net periodic pension expense (income) for the three and six months ended 
June 30, 2008 and 2007 is presented below (in millions of dollars):

                                     Three Months           Three Months
                                 Ended June 30, 2008     Ended June 30, 2007
                                --------------------     -------------------
                                       U.S.    Int'l.            U.S.    Int'l.
                               Total   Plans   Plans    Total    Plans   Plans
                               -----   -----   -----    -----    -----   -----

Service cost                 $   7.9  $   -    $  7.9  $  11.0  $   -   $ 11.0
Interest cost                  106.0     71.1    34.9    100.3     69.6   30.7
Expected return on
  plan assets                 (142.6)  (101.6)  (41.0)  (133.3)   (97.3) (36.0)
Amortization of prior
  service cost                    .2       .2     -         .1      -       .1
Recognized net actuarial 
  loss                          18.2     14.9     3.3     33.3     24.4    8.9
Curtailment loss                 1.5     -        1.5      -        -       -
                               -----   ------   -----    -----    -----   ----
Net periodic pension
  expense (income)           $  (8.8)  $(15.4)  $ 6.6   $ 11.4  $  (3.3) $14.7
                              ======   ======   =====   ======  =======  =====



<PAGE> 7


                                     Six Months                 Six Months
                                Ended June 30, 2008        Ended June 30, 2007
                                -------------------      ----------------------
                                       U.S.    Int'l.            U.S.    Int'l.
                               Total   Plans   Plans     Total   Plans   Plans
                               -----   -----   ------    -----   -----   ------

Service cost                 $  16.2  $   -     $16.2    $ 21.8  $   .1   $21.7
Interest cost                  210.9    141.9    69.0     200.1   139.0    61.1
Expected return on
  plan assets                 (285.3)  (203.7)  (81.6)   (266.5) (194.9)  (71.6)
Amortization of prior
  service cost                    .5       .4      .1        .3     -        .3
Recognized net actuarial 
  loss                          35.9     28.7     7.2      66.3    48.7    17.6
Curtailment loss                 1.5      -       1.5       -       -       -
                             -------  -------   -----    -------  -----   -----
Net periodic pension 
  expense (income)           $ (20.3)  $(32.7)  $12.4    $ 22.0  $ (7.1)  $29.1
                             =======  =======   =====    ======   =====   =====

In April 2008, the company adopted changes to certain of its U.K. defined 
benefit pension plans whereby effective June 30, 2008 all future accruals of 
benefits under the plans ceased.  As a result of this change, the company 
recorded a pretax curtailment loss of $1.5 million in the second quarter of 
2008.  In addition, the company has enhanced its contributions to certain U.K. 
defined contribution plans, effective July 1, 2008.  The changes to the U.K. 
plans are part of a global effort by the company to provide a competitive 
retirement program while controlling the level and volatility of retirement 
costs.

The company currently expects to make cash contributions of approximately $82 
million to its worldwide defined benefit pension plans in 2008 compared with 
$78.7 million in 2007.  For the six months ended June 30, 2008 and 2007, $38.5 
million and $34.3 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 2008.

The expense related to the company's match to the U.S. 401(k) plan for the six 
months ended June 30, 2008 and 2007 was $26.7 million and $26.0 million, 
respectively.  During the three months ended June 30, 2008 and 2007, the company
recorded an expense for a true-up match related to the prior year in the amount 
of $3.5 million and $1.0 million, respectively.

Net periodic postretirement benefit expense for the three and six months ended 
June 30, 2008 and 2007 is presented below (in millions of dollars):


                                  Three Months                   Six Months
                                  Ended June 30                 Ended June 30
                                  -------------                 -------------
                                2008         2007             2008          2007
                                ----         ----             ----          ----

Service cost                    $ .1         $ -             $  .4        $  -
Interest cost                    3.1          3.1              6.5          6.1
Expected return on assets        (.1)         (.2)             (.2)         (.3)
Amortization of prior 
  service cost                    .3           -               1.2           -
Recognized net actuarial 
  loss                           1.1          1.3              2.2          2.6
                                ----         ----             ----        -----
Net periodic postretirement 
  benefit expense               $4.5         $4.2            $10.1        $ 8.4
                                ====         ====            =====        =====


The company expects to make cash contributions of approximately $28 million to 
its postretirement benefit plan in 2008 compared with $24.4 million in 2007.  
For the six months ended June 30, 2008 and 2007, $10.2 million and $16.7 
million, respectively, of cash contributions have been made.



<PAGE> 8

d.  In February 2007, the company sold its media business for gross proceeds of 
$27.7 million and recognized a pretax gain of $23.1 million, which is included 
in other income (expense).

In March 2007, the company settled an income tax audit in the Netherlands and as
a result, recorded a tax benefit of $39.4 million.

e.  Under the company's stockholder approved stock-based plans, stock options, 
stock appreciation rights, restricted stock and restricted stock units may be 
granted to officers, directors and other key employees.  As of June 30, 2008, 
the company has granted non-qualified stock options and restricted stock units 
under these plans.  At June 30, 2008, 22.0 million shares of unissued common 
stock of the company were available for granting under these plans.  

For the six months ended June 30, 2008, 168,000 stock options were granted; 
there were no stock options granted during the six months ended June 30, 2007.  
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:  

                                                   Six Months Ended June 30, 
                                                 ----------------------------
                                                       2008         2007
                                                       ----          ----

Weighted-average fair value of grant                  $1.64          N/A
Risk-free interest rate                                3.63%         N/A
Expected volatility                                   45.28%         N/A 
Expected life of options in years                      3.67          N/A 
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 can contain
both time-based units and performance-based units.  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 six months ended June 30, 2008 and 2007, the company recorded $11.9 
million and $5.5 million of share-based compensation expense, respectively, 
which is comprised of $11.6 million and $5.3 million of restricted stock unit 
expense and $.3 million and $.2 million of stock option expense, respectively.  



<PAGE> 9

A summary of stock option activity for the six months ended June 30, 2008 
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, 2007    37,452      $16.99
Granted                  168        4.34
Forfeited and
 expired              (3,358)      18.36
                      ------
Outstanding at
 June 30, 2008        34,262        16.78            2.67          $ -
                      ======
Vested and 
 expected to vest 
 at June 30, 2008     34,262        16.78            2.67            -
                      ======
Exercisable at
 June 30, 2008        33,784        16.94            2.66            -
                      ======

The aggregate intrinsic value represents the pretax value of 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 June 30, 2008.  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 six months ended 
June 30, 2008 was zero since no options were exercised and the amount for the 
six months ended June 30, 2007 was $2.8 million.  As of June 30, 2008, $.6 
million of total unrecognized compensation cost related to stock options is 
expected to be recognized over a weighted-average period of 1.8 years.  

A summary of restricted stock unit activity for the six months ended June 30, 
2008 follows (shares in thousands):
                                                                Weighted-
                                         Restricted             Average
                                           Stock                Grant Date
                                           Units                Fair Value
                                         ----------             ----------
Outstanding at
   December 31, 2007                       4,346                  $7.65
Granted                                    6,517                   4.12
Vested                                      (195)                  7.14
Forfeited and expired                     (1,201)                  6.26
                                           -----
Outstanding at
   June 30, 2008                           9,467                   5.41
                                           =====

The fair value of restricted stock units is determined based on the stock 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 six months ended 
June 30, 2008 and 2007 was $4.12 and $8.32, respectively.  As of June 30, 2008, 
there was $36.2 million of total unrecognized compensation cost related to 
outstanding restricted stock units granted under the company's plans.  That cost
is expected to be recognized over a weighted-average period of 1.8 years.  The 
total fair value of restricted share units vested during the six months ended 
June 30, 2008 and 2007 was $.8 million and $2.9 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 six months ended June 30, 2008 and 2007 was 
zero and $11.3 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. 



<PAGE> 10

f.  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 June 30, 2008 and 2007 was 
$5.7 million and $1.3 million, respectively.  The amount for the six months 
ended June 30, 2008 and 2007 was $11.2 million and $1.8 million, respectively.  
The profit on these transactions is eliminated in Corporate.  

The company evaluates business segment performance on operating income exclusive
of restructuring charges and unusual and nonrecurring items, which are included 
in Corporate.  All other corporate and centrally incurred costs are allocated to
the business segments based principally on revenue, employees, square footage or
usage.  Therefore, the segment comparisons below exclude the cost reduction 
items mentioned in note (b).  

A summary of the company's operations by business segment for the three and six 
month periods ended June 30, 2008 and 2007 is presented below (in millions of 
dollars):

                               Total    Corporate    Services    Technology
                               -----    ---------    --------    ----------
Three Months Ended 
June 30, 2008
------------------
Customer revenue             $1,340.0                $1,197.0     $ 143.0
Intersegment                     -      $ (51.0)          2.7        48.3
                             --------   --------     --------     -------
Total revenue                $1,340.0   $ (51.0)     $1,199.7     $ 191.3
                             ========   =======      ========     =======
Operating income (loss)      $   22.6   $  (9.6)     $   39.2     $  (7.0)
                             ========   =======      ========     =======

Three Months Ended 
June 30, 2007
------------------
Customer revenue             $1,375.7                $1,208.6     $ 167.1
Intersegment                     -      $ (47.4)          3.6        43.8
                             --------   --------     --------      ------
Total revenue                $1,375.7   $ (47.4)     $1,212.2     $ 210.9
                             ========   =======      ========      ======
Operating income (loss)      $    2.5   $ (27.0)     $   30.7     $  (1.2)
                             ========   =======      ========     =======
    
Six Months Ended
June 30, 2008
----------------

Customer revenue             $2,641.3               $2,334.1     $ 307.2 
Intersegment                     -       $ (94.7)        5.4        89.3 
                             --------    -------    --------     -------
Total revenue                $2,641.3    $ (94.7)   $2,339.5     $ 396.5 
                             ========    =======    ========     =======
Operating income (loss)      $   50.6    $  (9.9)   $   65.9     $  (5.4)
                             ========    =======    ========     =======



<PAGE> 11


Six Months Ended
June 30, 2007
----------------

Customer revenue             $2,723.7               $2,361.5     $ 362.2 
Intersegment                     -       $ (87.5)        7.5        80.0 
                             --------    -------    --------     -------
Total revenue                $2,723.7    $ (87.5)   $2,369.0     $ 442.2 
                             ========    =======    ========     =======
Operating income (loss)      $  (27.1)   $ (53.1)   $   19.2     $   6.8
                             ========    =======    ========     =======


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

                                    Three Months                Six Months
                                   Ended June 30               Ended June 30
                                   -------------               -------------

                                   2008       2007           2008        2007
                                   ----       ----           ----        ----
Total segment operating 
   income                        $  32.2    $  29.5        $  60.5     $  26.0
Interest expense                   (21.2)     (18.7)         (42.8)      (37.6)
Other income (expense), net        (11.8)      (8.7)         (17.8)       16.8 
Cost reduction charges               -        (33.3)           -         (66.0)
Corporate and eliminations          (9.6)       6.3           (9.9)       12.9
                                 -------    -------        -------     ------- 
Total loss before income
  taxes                          $ (10.4)   $ (24.9)       $ (10.0)    $ (47.9)
                                 =======    =======        =======     =======


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

                                    Three Months                Six Months
                                   Ended June 30               Ended June 30
                                   -------------               -------------
                                   2008       2007           2008        2007
                                   ----       ----           ----        ----
Services 
 Systems integration
   and consulting                $  389.4    $ 370.8       $  733.5    $  713.4
 Outsourcing                        520.2      504.7        1,014.7       973.8
 Infrastructure services            191.9      224.2          393.6       458.8
     Core maintenance                95.5      108.9          192.3       215.5
                                 --------   --------       --------    --------
                                  1,197.0    1,208.6        2,334.1     2,361.5
Technology
 Enterprise-class servers           114.6      127.5          243.4       277.9
 Specialized technologies            28.4       39.6           63.8        84.3
                                 --------   --------       --------    --------
                                    143.0      167.1          307.2       362.2
                                 --------   --------       --------    --------
Total                            $1,340.0   $1,375.7       $2,641.3    $2,723.7
                                 ========   ========       ========    ========


Geographic information about the company's revenue, which is principally based 
on location of the selling organization, is presented below (in millions of 
dollars):

                                  Three Months                Six Months
                                 Ended June 30               Ended June 30
                                 -------------               -------------
                                2008       2007              2008       2007
                                ----       ----              ----       ----
United States                $  571.8    $  590.8        $1,108.7    $1,194.7  
United Kingdom                  200.1       226.9           409.6       447.2
Other international             568.1       558.0         1,123.0     1,081.8
                              -------    --------         -------    --------
   Total                     $1,340.0    $1,375.7        $2,641.3    $2,723.7  
                             ========    ========        ========    ========  



<PAGE> 12


g.  Comprehensive income (loss) for the three and six months ended June 30, 2008
and 2007 includes the following components (in millions of dollars):

                                    Three Months                Six Months
                                   Ended June 30               Ended June 30
                                   -------------               -------------
                                  2008         2007            2008        2007
                                  ----         ----            ----        ----
Net loss                         $(14.0)    $  (65.5)       $ (37.4)   $  (61.9)
Other comprehensive income
  (loss)
  Cash flow hedges
    Loss                            (.1)         (.2)           (.6)        (.4)
    Reclassification adj.            .2           .3             .5          .4
  Foreign currency 
   translation adjustments         13.5         24.3             -         29.4
  Postretirement adjustments       19.4         23.2           25.4        55.4
                                  ------     -------         ------     -------
Total other comprehensive 
  income                           33.0         47.6           25.3        84.8
                                 ------      -------        -------    --------
Comprehensive income (loss)      $ 19.0      $ (17.9)       $ (12.1)   $   22.9
                                 ======      =======        =======    ========



Accumulated other comprehensive income (loss) as of December 31, 2007 and June 
30, 2008 is as follows (in millions of dollars):

                                                          Cash
                                           Translation    Flow    Postretirement
                                   Total   Adjustments    Hedges       Plans
                                   -----   -----------   ------     ---------
Balance at December 31, 2007    $(1,182.9)   $(595.3)    $  -       $ (587.6)
 
Change during period                 25.3        -          (.1)        25.4
                                 --------    -------     ------     --------

Balance at June 30, 2008        $(1,157.6)   $(595.3)    $  (.1)    $ (562.2)
                                ========     =======     ======     ========

h.  For equipment manufactured by the company, the company warrants that it will
substantially conform to relevant published specifications for 12 months after 
shipment to the customer.  The company will repair or replace, at its option and
expense, items of equipment that do not meet this warranty.  For company 
software, the company warrants that it will conform substantially to then-
current published functional specifications for 90 days from customers 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               Six Months
                                    Ended June 30              Ended June 30
                                    -------------              -------------
                                    2008       2007          2008        2007
                                    ----       ----          ----        ----
Balance at beginning of 
  period                         $   5.8     $   8.5      $   6.9      $  8.2

Accruals for warranties 
  issued during the period            .7         1.1          1.4         2.5

Settlements made during 
  the period                         (.7)       (1.4)        (1.4)       (3.8)

Changes in liability for 
  pre-existing warranties
  during the period,  
  including expirations              (.7)         .4         (1.8)        1.7
                                 -------     -------      -------      ------
Balance at June 30               $   5.1     $   8.6      $   5.1      $  8.6
                                 =======     =======      =======      ======



<PAGE> 13


i.  Cash paid during the six months ended June 30, 2008 for income taxes was 
$25.0 million compared with net cash refunds received during the six months 
ended June 30, 2007 of $30.1 million, respectively.

Cash paid during the six months ended June 30, 2008 and 2007 for interest was 
$38.2 million and $41.8 million, respectively.

During the six months ended June 30, 2007, the company financed $22.7 million of
internal use software licenses.

j.  Effective January 1, 2008, the company adopted 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.  In 
February 2008, the FASB deferred the effective date for one year for certain 
nonfinancial assets and nonfinancial liabilities.  Adoption of SFAS No. 157 did 
not have an impact on the company's consolidated results of operations and 
financial position.

Effective January 1, 2008, the company adopted 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.  Unrealized 
gains and losses on items for which the fair value option has been elected are 
reportable in earnings.  Adoption of SFAS No. 159 did not have an impact on the 
company's consolidated results of operations and financial position.

In December 2007, the FASB issued Statement of Financial Accounting Standards 
No. 141 (revised 2007), "Business Combinations" (SFAS No. 141R).  SFAS No. 141R 
replaces SFAS No. 141, "Business Combinations," and establishes principles and 
requirements for how the acquirer: (a) recognizes and measures in its financial 
statements the identifiable assets acquired, the liabilities assumed, and any 
noncontrolling interest in the acquiree; (b) recognizes and measures the 
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business 
combination. SFAS No. 141R applies prospectively to business combinations for 
which the acquisition date is on or after the beginning of the first annual 
reporting period beginning on or after December 15, 2008, which is January 1, 
2009 for the company.  An entity may not apply it before that date.  The company
will adopt SFAS No. 141R for business combinations, if any, after January 1, 
2009.

In December 2007, the FASB issued Statement of Financial Accounting Standards 
No. 160, "Noncontrolling Interest in Consolidated Financial Statements" (SFAS 
No. 160). SFAS No. 160 describes a noncontrolling interest, sometimes called a 
minority interest, as the portion of equity in a subsidiary not attributable, 
directly or indirectly, to a parent.  SFAS No. 160 establishes accounting and 
reporting standards that require, among other items: (a) the ownership interests
in subsidiaries held by parties other than the parent be clearly identified, 
labeled, and presented in the consolidated statement of financial position 
within equity, but separate from the parent's equity; (b) the amount of 
consolidated net income attributable to the parent and the noncontrolling 
interests be clearly identified and presented on the face of the consolidated 
statement of income; and (c) entities provide sufficient disclosures that 
clearly identify and distinguish between the interests of the parent and the 
interests of the noncontrolling owners.  SFAS No. 160 is effective for fiscal 
years, and interim periods within those fiscal years, beginning on or after 
December 15, 2008, which is January 1, 2009 for the company.  Earlier adoption 
is prohibited.  SFAS No. 160 shall be applied prospectively as of the beginning 
of the fiscal year in which the statement is initially applied, except for the 
presentation and disclosure requirements which shall be applied retrospectively 
for all periods presented.  The company is currently assessing the impact of the
adoption of SFAS No. 160 on its consolidated results of operations and financial
position.



<PAGE> 14


In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative 
Instruments and Hedging Activities" (SFAS No. 161). SFAS No. 161 requires 
enhanced disclosures about (a) how and why an entity uses derivative 
instruments, (b) how derivative instruments and related hedged items are 
accounted for under SFAS No. 133 and its related interpretations, and (c) how 
derivative instruments and related hedged items affect an entity's financial 
position, financial performance and cash flows.  SFAS No. 161 is effective for 
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, which is January 1, 2009 for the company.  

k.  There are various lawsuits, claims, investigations and proceedings that have
been brought or asserted against the company, which arise in the ordinary course
of business, including actions with respect to commercial and government 
contracts, labor and employment, employee benefits, environmental matters and 
intellectual property. In accordance with SFAS No. 5, "Accounting for 
Contingencies," the company records a provision for these matters when it is 
both probable that a liability has been incurred and the amount of the loss can 
be reasonably estimated.  Any provisions are reviewed at least quarterly and are
adjusted to reflect the impact and status of settlements, rulings, advice of 
counsel and other information and events pertinent to a particular matter. 

The company believes that it has valid defenses with respect to legal matters 
pending against it. Based on its experience, the company also believes that the 
damage amounts claimed in the lawsuits disclosed below are not a meaningful 
indicator of the company's potential liability.  Litigation is inherently 
unpredictable, however, and it is possible that the company's results of 
operations or cash flow could be affected in any particular period by the 
resolution of one or more of the legal matters pending against it.

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 Civil Division of 
the Department of Justice, working with the Inspector General's Office of the 
Department of Homeland Security, is reviewing issues relating to labor 
categorization and overtime on the TSA contract.  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. 

In April 2007, the Ministry of Justice of Belgium sued Unisys Belgium SA-NV, a 
Unisys subsidiary (Unisys Belgium), in the Court of First Instance of 
Brussels. The Belgian government had engaged the company to design and develop 
software for a computerized system to be used to manage the Belgian court 
system. The Belgian State terminated the contract and in its lawsuit has alleged
that the termination was justified because Unisys Belgium failed to deliver 
satisfactory software in a timely manner.  It claims damages of approximately 28
million euros. Unisys Belgium believes it has valid defenses to the claims and 
contends that the Belgian State's termination of the contract was unjustified 
and caused millions of euros in damages to Unisys Belgium.  Unisys Belgium has 
filed its defense and counterclaim in the amount of approximately 18.5 million 
euros.

In December 2007, Lufthansa AG sued Unisys Deutschland GmbH, a Unisys subsidiary
(Unisys Germany), in the District Court of Frankfurt, Germany, for allegedly 
failing to perform properly its obligations during the initial phase of a 2004 
software design and development contract relating to a Lufthansa customer 
loyalty program.    Under the contract, either party was free to withdraw from 
the project at the conclusion of the initial design phase.  Rather than 
withdraw, Lufthansa instead terminated the contract and failed to pay the 
balance owed to Unisys Germany for the initial phase.  Lufthansa's lawsuit 
alleges that Unisys Germany breached the contract by failing to deliver a proper
design for the new system and seeks approximately 21.4 million euros in damages.
Unisys Germany believes it has valid defenses and has filed its defense and 
counterclaim in the amount of 1.5 million euros.

Notwithstanding that the ultimate results of the lawsuits, claims, 
investigations and proceedings that have been brought or asserted against the 
company are not currently determinable, the company believes that at June 30, 
2008, it has adequate provisions for any such matters.


<PAGE> 15

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

The company evaluates quarterly the realizability of its deferred tax assets by 
assessing its valuation allowance and by adjusting the amount of such allowance,
if necessary.  The factors used to assess the likelihood of realization are the 
company's forecast of future taxable income and available tax-planning 
strategies that could be implemented to realize the net deferred tax assets.  
The company has used tax-planning strategies to realize or renew net deferred 
tax assets to avoid the potential loss of future tax benefits.  

In 2005, based upon the level of historical taxable income and projections of 
future taxable income over the periods during which the deferred tax assets are 
deductible, management concluded that it is more likely than not that the U.S. 
and certain foreign deferred tax assets in excess of deferred tax liabilities 
would not be realized.  A full valuation allowance was recognized in 2005 and is
currently maintained for all U.S. and certain foreign deferred tax assets in 
excess of deferred tax liabilities.  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.



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

Since late 2005, the company has been implementing a comprehensive, multi-year 
program to significantly enhance its profitability and competitive position in 
the information technology market.  The repositioning program has involved 
fundamental changes to the company's business, from its strategic focus, to its 
sales and marketing efforts, to its cost structure and service delivery model.  
The program has also involved divestitures of non-core business areas, with the 
proceeds used to fund the cost-reduction efforts.  In addition, in recent 
months, the company has been working with its Board of Directors on evaluating 
portfolio rationalization options to unlock value in the company's business and 
drive growth and success in the marketplace.

The company has made significant progress in enhancing its profitability as a 
result of the repositioning program.  For the first half of 2008, the company 
reported operating profit of $50.6 million compared with an operating loss of 
$27.1 million in the year-ago period.  Services operating profit percent was 
2.8% for the first half compared with 0.8% in the year-ago period.  However, in 
the second quarter of 2008, the company's revenue and profitability have been 
impacted by a weaker economic environment, particularly in the financial 
services industry, as well as the ending of $18.8 million of quarterly royalty 
revenue from a 2005 intellectual property agreement with Nihon Unisys Ltd. (NUL)
that ended on March 31.  In addition, in June 2008, the company learned of the 
decision by the U.S. Transportation Security Administration (TSA) that it had 
not selected the company to continue on to Phase 2 of the procurement for TSA's 
Information Technology Infrastructure Program (ITIP) contract providing for the 
establishment of secure information technology environments in airports.  The 
company has filed a protest disputing this decision.  The company began working 
for the TSA shortly after the agency was established and was instrumental in 
creating and managing the IT infrastructure that enabled the TSA to be mission-
ready by November 2002.  For 2007 the company recognized revenue of 
approximately $225 million from the TSA.




<PAGE> 16


RESULTS OF OPERATIONS
COMPANY RESULTS
     
Revenue for the three months ended June 30, 2008 was $1.34 billion compared with
$1.38 billion for the three months ended June 30, 2007, a decrease of 3% from 
the prior year.  This decrease was due to a 1% decrease in Services revenue and 
a 14% decrease in Technology revenue.  Foreign currency fluctuations had a 4-
percentage-point positive impact on revenue in the current period compared with 
the year-ago period.  U.S. revenue declined 3% in the second quarter compared 
with the year-ago period.  International revenue declined 2% in the current 
quarter compared with the year-ago period principally due to declines in Europe 
and Japan, offset in part by increases in Latin America, Brazil, Asia and South 
Pacific.  On a constant currency basis, international revenue declined 10% in 
the three months ended June 30, 2008 compared with the three months ended June 
30, 2007.

During the three months ended June 30, 2007, the company consolidated facility 
space and committed to an additional reduction of 551 employees.  This resulted 
in a pretax charge in the quarter of $33.3 million.  The charge related to work 
force reductions of $19.8 million is broken down as follows: (a) 425 employees 
in the U.S. for a charge of $12.0 million and (b) 126 employees outside the U.S.
for a charge of $7.8 million.  The facility charge of $13.5 million principally 
relates to leased property that the company ceased using as of June 30, 2007.  
The facility charge represents the fair value of the liability at the cease-use 
date and was determined based on the remaining lease rental payments, reduced by
estimated sublease rentals that could be reasonably obtained for the property.  
The pretax charge was recorded in the following statement of income 
classifications: cost of revenue-services, $6.8 million; cost of revenue-
technology, $.5 million; selling, general and administrative expenses, $16.5 
million; research and development expenses, $9.7 million; and other income 
(expense), net, $.2 million.  The income recorded in other income (expense), net
relates to the minority shareholders' portion of the charge related to majority 
owned subsidiaries which are fully consolidated by the company.  

There were no additional cost-reduction charges recorded during the three months
ended June 30, 2008; however, a $2.5 million change in estimates was recorded as
expense in the current quarter compared with a $9.5 million change in estimate 
recorded as income in the year-ago period.

During the three months ended June 30, 2008, the company recorded a pretax 
charge of $5.5 million in selling, general and administrative expense related to
a lease guarantee (see note (b)).  

For the three months ended June 30, 2008 pension income was $8.8 million 
compared with pension expense of $11.4 million for the three months ended June 
30, 2007.  The change in pension expense in 2008 from 2007 was principally due 
to increases in worldwide discount rates and prior years' higher returns on plan
assets worldwide. 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 
revenue; 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 22.7% in the three months ended June 30, 2008 
compared with 21.8% in the three months ended June 30, 2007.  Included in the 
gross profit margin in 2007 were cost reduction charges of $7.3 million.  The 
change in gross profit margin excluding these charges principally reflects the 
benefits derived in 2008 from the prior-years' cost reduction actions as well as
a decline in pension expense of $15.0 million (income of $6.6 million in 2008 
compared with expense of $8.4 million in 2007).

Selling, general and administrative expenses were $251.0 million for the three 
months ended June 30, 2008 (18.7% of revenue) compared with $247.4 million 
(18.0% of revenue) in the year-ago period.  Included in selling, general and 
administrative expense in 2008 was $5.5 million of expense related to the lease 
guarantee, discussed above, as well as higher pre-sales costs related to a 
number of large federal and public sector engagements.  Included in 2007 were 
cost reduction charges of $16.5 million.  The change in selling, general and 
administrative expense also reflects the benefits derived in 2008 from the 
prior-years cost reduction actions as well as a decline in pension expense of 
$3.8 million (income of $.6 million in 2008 compared with expense of $3.2 
million in 2007).



<PAGE> 17

Research and development (R&D) expenses in the second quarter of 2008 were $30.2
million compared with $49.5 million in the second quarter of 2007.  The company 
continues to invest in proprietary operating systems, enterprise server 
operating systems, middleware and in key programs within its industry practices.
Included in R&D expense in 2007 were cost reduction charges of $9.7 million.  
The reduction in R&D in 2008 compared with 2007 excluding these charges 
principally reflects the benefits derived in 2008 from the prior-years' cost 
reduction actions. 

For the second quarter of 2008, the company reported an operating profit of 
$22.6 million compared with $2.5 million in the second quarter of 2007.  The 
principal items affecting the comparison of 2008 with 2007 are discussed above.

Interest expense for the three months ended June 30, 2008 was $21.2 million 
compared with $18.7 million for the three months ended June 30, 2007.  The 
increase in interest expense was primarily due to increased interest rates 
related to the refinancing of the $200 million 7 7/8% notes due 2008 with the 
company's $210 million 12 1/2% notes due 2016.

Other income (expense), net, which can vary from period to period, was an 
expense of $11.8 million in the second quarter of 2008, compared with expense of
$8.7 million in 2007.  The change was principally due to foreign exchange gains 
and losses; a $1.4 million gain was incurred in the three months ended June 30, 
2007 compared with a $2.5 million loss for the three months ended June 30, 2008.

Income (loss) before income taxes for the three months ended June 30, 2008 was a
loss of $10.4 million compared with a loss of $24.9 million in 2007.  The 
provision for income taxes was $3.6 million in the current quarter compared with
$40.6 million in the year-ago period.  Included in the current period tax 
provision is a benefit of $5.1 million related to prior years' intercompany 
royalties.  The net loss for the three months ended June 30, 2008 was $14.0 
million, or $.04 per share, compared with a net loss of $65.5 million, or $.19 
per share, for the three months ended June 30, 2007.

As discussed in note (l), the company accounts for income taxes in accordance 
with SFAS No. 109, "Accounting for Income Taxes."  The company evaluates 
quarterly the realizability of its deferred tax assets by assessing its 
valuation allowance and by adjusting the amount of such allowance, if necessary.
The 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.

Revenue for the six months ended June 30, 2008 was $2.64 billion compared with 
$2.72 billion for the six months ended June 30, 2007, a decrease of 3% from the 
prior year.  This decrease was due to a 1% decrease in Services revenue and a 
15% decrease in Technology revenue.  Foreign currency fluctuations had a 5-
percentage-point positive impact on revenue in the current period compared with 
the year-ago period.  On a constant currency basis, international revenue 
declined 8% in the six months ended June 30, 2008 compared with the six months 
ended June 30, 2007.

For the six months ended June 30, 2008 pension income was $20.3 million compared
with pension expense of $22.0 million for the six months ended June 30, 2007.  

Total gross profit margin was 22.6% in the six months ended June 30, 2008 
compared with 20.4% in the six months ended June 30, 2007.  Included in the 
gross profit margin in 2007 were cost reduction charges of $32.3 million.  The 
change in gross profit margin reflects the benefits derived in 2008 from the 
prior-years' cost reduction actions as well as a decline in pension expense of 
$32.0 million (income of $15.7 million in 2008 compared with expense of $16.3 
million in 2007).

Selling, general and administrative expenses were $483.5 million for the six 
months ended June 30, 2008 (18.3% of revenue) compared with $492.0 million 
(18.1% of revenue) in the year-ago period.  Included in selling, general and 
administrative expense in 2008 was $5.5 million of expense related to a lease 
guarantee (discussed above), as well as higher pre-sales costs related to a 
number of large federal and public sector engagements.  Included in 2007 were 
cost reduction charges of $18.6 million.  The change in selling, general and 
administrative expense also reflects the benefits derived in 2008 from the 
prior-years cost reduction actions as well as a decline in pension expense of 
$7.4 million (income of $1.2 million in 2008 compared with expense of $6.2 
million in 2007).



<PAGE> 18


Research and development (R&D) expenses in the first half of 2008 were $62.9 
million compared with $91.9 million in the first half of 2007.  Included in R&D 
expense in 2007 were cost reduction charges of $15.9 million.  The reduction in 
R&D in 2008 compared with 2007 excluding these charges principally reflects the 
benefits derived in 2008 from the prior-years' cost reduction actions. 

For the first half of 2008, the company reported an operating profit of $50.6 
million compared with an operating loss of $27.1 million in the first half of 
2007.  The principal items affecting the comparison of 2008 with 2007 are 
discussed above.

Interest expense for the six months ended June 30, 2008 was $42.8 million 
compared with $37.6 million for the six months ended June 30, 2007.  The 
increase in interest expense was primarily due to increased interest rates 
related to the refinancing discussed above.

Other income (expense), net was an expense of $17.8 million for the six months 
ended June 30, 2008, compared with income of $16.8 million in 2007.  Other 
income (expense) for the six months ended June 30, 2007 principally reflects a 
gain of $23.1 million on the sale of the company's media business (see note 
(d)). In addition, for the six months ended June 30, 2008, other income 
(expense) includes foreign exchange losses of $2.8 million compared with gains 
of $6.3 million in the year-ago period.

Income (loss) before income taxes for the six months ended June 30, 2008 was a 
loss of $10.0 million compared with a loss of $47.9 million in 2007.  The 
provision for income taxes was $27.4 million in the current period compared with
$14.0 million in the year-ago period.  Included in the current period tax 
provision is a benefit of $5.1 million related to prior years' intercompany 
royalties.  The tax provision in the prior year six-month period included a 
$39.4 million benefit related to the Netherlands income tax audit settlement 
(see note (d)).  

For the six months ended June 30, 2008, the company reported a net loss of $37.4
million, or $.10 per share, compared with a net loss of $61.9 million, or $.18 
per share, for the six months ended June 30, 2007.  The prior year six-month 
period includes pretax charges relating to cost reduction actions of $66.0 
million.


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 June 30, 2008 and 2007 was 
$5.7 million and $1.3 million, respectively.  The amount for the six months 
ended June 30, 2008 and 2007 was $11.2 million and $1.8 million, respectively. 
The profit on these transactions is eliminated in Corporate.    
           
The company evaluates business segment performance on operating profit exclusive
of cost reduction 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> 19

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

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
June 30, 2008
------------------
Customer revenue          $1,340.0                 $1,197.0     $ 143.0
Intersegment                  -        $ (51.0)         2.7        48.3
                          --------     -------      -------      ------
Total revenue             $1,340.0     $ (51.0)    $1,199.7     $ 191.3
                          ========     =======      ========    =======

Gross profit percent          22.7%                    19.2%       39.2%
                          ========                  =======      ======
Operating profit 
  (loss) percent               1.7%                     3.3%       (3.7)%
                          ========                  =======      ======

Three Months Ended
June 30, 2007
------------------
Customer revenue          $1,375.7                  $1,208.6     $167.1
Intersegment                  -        $(47.4)           3.6       43.8
                          --------     -------      --------     ------
Total revenue             $1,375.7     $(47.4)      $1,212.2     $210.9
                          ========     =======      ========     ====== 
Gross profit percent          21.8 %                    17.3 %     43.3 %
                          ========                  ========     ======
Operating profit            
  (loss) percent                .2 %                     2.5 %      (.6)%
                          ========                  ========     ======

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

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


                                    Three Months                
                                   Ended June 30         Percent    
                                 ------------------      Increase    
                                   2008       2007      (Decrease)    
                                   ----       ----       ---------- 
Services 
 Systems integration
   and consulting                $  389.4    $ 370.8        5.0 %   
 Outsourcing                        520.2      504.7        3.1 %
 Infrastructure services            191.9      224.2      (14.4)%
 Core maintenance                    95.5      108.9      (12.3)% 
                                 --------   --------       
                                  1,197.0    1,208.6       (1.0)%
Technology
 Enterprise-class servers           114.6      127.5      (10.1)%    
 Specialized technologies            28.4       39.6      (28.3)%  
                                 --------   --------       
                                    143.0      167.1      (14.4)%
                                 --------   --------       
Total                            $1,340.0   $1,375.7       (2.6)%
                                 ========   ========       


In the Services segment, customer revenue was $1.20 billion for the three months
ended June 30, 2008 down 1.0% from the three months ended June 30, 2007.  
Foreign currency translation had a 4-percentage-point positive impact on 
Services revenue in current quarter compared with the year-ago period.  

Revenue from systems integration and consulting increased 5.0% from $370.8 
million in the June 2007 quarter to $389.4 million in the June 2008 quarter.  

Outsourcing revenue increased 3.1% for the three months ended June 30, 2008 to 
$520.2 million compared with the three months ended June 30, 2007, led by an 
increase in information technology outsourcing (ITO). 


<PAGE> 20


Infrastructure services revenue declined 14.4% for the three month period ended 
June 30, 2008 compared with the three month period ended June 30, 2007 due to 
weakness in demand for network design and consulting projects and the shift of 
project-based infrastructure work to managed outsourcing contracts, all of which
is expected to continue.

Core maintenance revenue declined 12.3% in the current quarter compared with the
prior-year quarter.  The decline in core maintenance was due to the secular 
decline in core maintenance as well as lower maintenance on high-volume, high-
margin check sorting equipment.  The company expects the high single-digit 
secular decline of core maintenance to continue.

Services gross profit was 19.2% in the second quarter of 2008 compared with 
17.3% in the year-ago period.  Services operating profit percent was 3.3% in the
three months ended June 30, 2008 compared with 2.5% in the three months ended 
June 30, 2007.  The increase in Services margins was principally due to the 
benefits derived from the cost reduction actions as well as a decline in pension
expense in gross profit of $14.6 million (income of $6.1 million for the three 
months ended June 30, 2008 compared with expense of $8.5 million in the year-ago
period) and a decline in pension expense in operating income of $17.8 million 
(income of $6.5 million for the three months ended June 30, 2008 compared with 
expense of $11.3 million in the year-ago period).  

In the Technology segment, customer revenue was $143 million in the current 
quarter compared with $167 million in the year-ago period for a decrease of 
14.4%.  The decline in Technology revenue reflects the NUL revenue decline 
beginning in the current quarter due to expiration of the one-time fixed royalty
fee of $225 million under an agreement executed in 2005.  The company had 
recognized revenue of $18.8 million per quarter ($8.5 million in enterprise-
class servers and $10.3 million in specialized technologies) under this royalty 
agreement over the three-year period ended March 31, 2008.  The expiration of 
this royalty from NUL contributed almost 11 percentage points of the technology 
segment's 14% decline in revenue.  Foreign currency translation had a positive 
impact of approximately 5-percentage points on Technology revenue in the current
period compared with the prior-year period.  

Revenue for the company's enterprise-class servers, which includes the company's
ClearPath and ES7000 product families, decreased 10.1% for the three months 
ended June 30, 2008 compared with the three months ended June 30, 2007.  The 
company expects the secular decline of enterprise-class servers to continue.

Revenue from specialized technologies, which includes the company's payment 
systems products, third-party technology products and royalties from the 
company's agreement with NUL, decreased 28.3% for the three months ended June 
30, 2008 compared with the three months ended June 30, 2007.  The decline was 
principally due to the ending of the NUL royalties, discussed above.

Technology gross profit was 39.2% in the current quarter compared with 43.3% in 
the year-ago quarter.  Technology operating loss percent was (3.7)% in the three
months ended June 30, 2008 compared with (.6)% in the three months ended June 
30, 2007.  The decline in operating profit margin in 2008 compared with 2007 
primarily reflects the NUL revenue decline, discussed above, as well as the 
continuing secular decline in enterprise servers. 

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

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Six Months Ended
June 30, 2008
------------------
Customer revenue          $2,641.3                 $2,334.1     $ 307.2
Intersegment                  -        $ (94.7)         5.4        89.3
                          --------     -------      -------      ------
Total revenue             $2,641.3     $ (94.7)    $2,339.5     $ 396.5
                          ========     ========     ========    =======

Gross profit percent          22.6%                    18.8%       41.1%
                          ========                  =======      ======
Operating profit 
  (loss) percent               1.9%                     2.8%       (1.4)%
                          ========                  =======      ======





<PAGE> 21


Six Months Ended
June 30, 2007
------------------
Customer revenue          $2,723.7                  $2,361.5     $362.2
Intersegment                  -        $(87.5)           7.5       80.0
                          --------     -------      --------     ------
Total revenue             $2,723.7     $(87.5)      $2,369.0     $442.2
                          ========     =======      ========     ====== 
Gross profit percent          20.4 %                    16.2 %     43.3 %
                          ========                  ========     ======
Operating profit            
  (loss) percent              (1.0)%                      .8 %      1.5%
                          ========                  ========     ======

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


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

                                     Six Months                
                                   Ended June 30         Percent
                                 ------------------      Increase
                                   2008       2007      (Decrease)
                                   ----       ----       ----------
Services 
 Systems integration
   and consulting                $  733.5    $ 713.4        2.8 %   
 Outsourcing                      1,014.7      973.8        4.2 %
 Infrastructure services            393.6      458.8      (14.2)%
 Core maintenance                   192.3      215.5      (10.8)% 
                                 --------   --------       
                                  2,334.1    2,361.5       (1.2)%
Technology
 Enterprise-class servers           243.4      277.9      (12.4)%    
 Specialized technologies            63.8       84.3      (24.3)%  
                                 --------   --------       
                                    307.2      362.2      (15.2)%
                                 --------   --------       
Total                            $2,641.3   $2,723.7       (3.0)%
                                 ========   ========       

In the Services segment, customer revenue was $2.34 billion for the six months 
ended June 30, 2008 down 1.2% from the six months ended June 30, 2007.  Foreign 
currency translation had a 5-percentage-point positive impact on Services 
revenue in current period compared with the year-ago period.  

Revenue from systems integration and consulting increased 2.8% from $713.4 
million in the first half of 2007 to $733.5 million in the first half of 2008.  

Outsourcing revenue increased 4.2% for the six months ended June 30, 2008 to 
$1,014.7 million compared with the six months ended June 30, 2007, led by an 
increase in information technology outsourcing (ITO). 

Infrastructure services revenue declined 14.2% for the six month period ended 
June 30, 2008 compared with the six month period ended June 30, 2007 due to 
weakness in demand for network design and consulting projects and the shift of 
project-based infrastructure work to managed outsourcing contracts, all of which
is expected to continue.

Core maintenance revenue declined 10.8% in the current period compared with the 
prior-year period.  The company expects the secular decline of core maintenance 
to continue.

Services gross profit was 18.8% in the first half of 2008 compared with 16.2% in
the year-ago period.  Services operating profit percent was 2.8% in the six 
months ended June 30, 2008 compared with .8% in the six months ended June 30, 
2007.  The increase in Services margins was principally due to the benefits 
derived from the cost reduction actions as well as a decline in pension expense 
in gross profit of $31.1 million (income of $14.6 million for the six months 
ended June 30, 2008 compared with expense of $16.5 million in the year-ago 
period) and a decline in pension expense in operating income of $37.2 million 
(income of $15.4 million for the six months ended June 30, 2008 compared with 
expense of $21.8 million in the year-ago period).  



<PAGE> 22


In the Technology segment, customer revenue was $307 million in the current 
period compared with $362 million in the year-ago period for a decrease of 
15.2%.  The decline in Technology revenue reflects the NUL revenue decline of 
$18.8 million per quarter beginning in the June 2008 quarter, as discussed 
above. Foreign currency translation had a positive impact of approximately 5-
percentage points on Technology revenue in the current period compared with the 
prior-year period.  

Revenue for the company's enterprise-class servers, which includes the company's
ClearPath and ES7000 product families, decreased 12.4% for the six months ended 
June 30, 2008 compared with the six months ended June 30, 2007.  The company 
expects the secular decline of enterprise-class servers to continue.

Revenue from specialized technologies, which includes the company's payment 
systems products, third-party technology products and royalties from the 
company's agreement with NUL, decreased 24.3% for the six months ended June 30, 
2008 compared with the six months ended June 30, 2007.  The decline was 
principally due to the ending of the NUL royalties, discussed above.

Technology gross profit was 41.1% in the six months ended June 30, 2008 compared
with 43.3% in the six months ended June 30, 2007.  Technology operating profit 
(loss) percent was (1.4)% in the current period compared with 1.5% in the year-
ago period.  The decline in operating profit margin in 2008 compared with 2007 
primarily reflects the NUL revenue decline discussed above as well as the 
continuing secular decline in enterprise servers.


NEW ACCOUNTING PRONOUNCEMENTS

See note (j) 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 June 30, 2008 were $471.4 million compared with 
$830.2 million at December 31, 2007.  

During the six months ended June 30, 2008, cash provided by operations was $2.3 
million compared with cash usage of $81.1 million for the six months ended June 
30, 2007.  The improvement in operating cash flow was primarily driven by a 
lower net loss and working capital management.  In addition, the prior year 
period included a tax refund of approximately $58 million.  Cash expenditures in
the current-year period related to cost-reduction actions (which are included in
operating activities) were approximately $43 million compared with $87 million 
for the prior-year period.  Cash expenditures for prior year cost-reduction 
actions are expected to be approximately $15 million for the remainder of 2008, 
resulting in an expected cash expenditure of approximately $58 million in 2008 
compared with $151.7 million in 2007.  

Cash used for investing activities for the six months ended June 30, 2008 was 
$167.5 million compared with cash usage of $139.7 million during the six months 
ended June 30, 2007.  Items affecting cash used for investing activities were 
the following:  Net purchases of investments were $29.6 million for the six 
months ended June 30, 2008 compared with net proceeds of $1.4 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 period, the investment in marketable software was $45.4
million compared with $48.9 million in the year-ago period, capital additions of
properties were $32.1 million in 2008 compared with $39.8 million in 2007 and 
capital additions of outsourcing assets were $58.6 million in 2008 compared with
$78.5 million in 2007.  Cash used for investing activities in the six months 
ended June 30, 2007 included $27.7 million of proceeds from the sale of the 
company's media business.  During the six months ended June 30, 2007, the 
company financed $22.7 million of internal use software licenses.

Cash used for financing activities during the six months ended June 30, 2008 was
$200.8 million compared with $10.7 million of cash provided during the six 
months ended June 30, 2007.  The change was principally due to the January 2008 
redemption, at par, of all $200 million of the company's 7 7/8% senior notes due
April 1, 2008.

At June 30, 2008, total debt was $1.06 billion, a decrease of $199.1 million 
from December 31, 2007.


<PAGE> 23

The company has a three-year, secured revolving credit facility which expires in
May 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 nonpayment, 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.  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 June 30, 2008, there were letters 
of credit of $64.5 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.  

On May 16, 2008, the company entered into a new three-year, U.S. trade 
accounts receivable facility.  Under this facility, the company has agreed to 
sell, on an ongoing basis, through Unisys Funding Corporation I, a wholly owned 
subsidiary, up to $150 million of interests in eligible U.S. trade accounts 
receivable.  The facility replaces the company's U.S. trade accounts receivable 
facility that was scheduled to terminate on May 28, 2008.  Under the new 
facility, receivables are sold at a discount that reflects, among other things, 
a yield based on LIBOR.  The new facility includes customary representations and
warranties, including no material adverse change in the company's business, 
assets, liabilities, operations or financial condition.  It also requires the 
company to maintain a minimum fixed charge coverage ratio and requires the 
maintenance of certain ratios related to the sold receivables. The facility will
be subject to early termination if, as of February 28, 2010, the company's 
6.875% Senior Notes due 2010 have not been refinanced or extended to a date 
later than May 16, 2011.  Other termination events include failure to perform 
covenants, materially incorrect representations and warranties, change of 
control and default under debt aggregating at least $25 million.  At both June 
30, 2008 and December 31, 2007, the company had sold $140 million of eligible 
receivables.

At June 30, 2008, the company has met all covenants and conditions under its 
various lending and funding agreements.  The company expects to continue to meet
these covenants and conditions.  The company believes that it will have adequate
sources and availability of short-term funding to meet its expected cash 
requirements.

The company may, from time to time, redeem, tender for, or repurchase its 
securities in the open market or in privately negotiated transactions depending 
upon availability, market conditions and other factors.

The company has on file with the Securities and Exchange Commission a 
registration statement covering $440 million of debt or equity securities, which
enables the company to be prepared for future market opportunities.
           
Stockholders' equity increased $23.8 million during the six months ended 
June 30, 2008, principally reflecting an improvement of $25.4 million in the 
funded status of the company's defined benefit plans and $35.8 million from 
share-based plans.  Partially offsetting these increases was a net loss of 
$37.4 million. 



<PAGE> 24


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.

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 is currently facing a difficult economic environment 
that has affected its business.  In particular, weakness in the financial 
services industry contributed to the decline in the company's revenue in the 
second quarter of 2008.  In addition, 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 COMPANY FACES AGGRESSIVE COMPETITION IN THE INFORMATION SERVICES AND 
TECHNOLOGY MARKETPLACE.  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 FACES VOLATILITY AND RAPID TECHNOLOGICAL CHANGE IN ITS INDUSTRY.  
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 ON THE SUCCESS OF ITS REPOSITIONING 
STRATEGY.  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.  Furthermore, the 
company's institutional stockholders may attempt to influence these strategies.

THE COMPANY'S FUTURE RESULTS WILL DEPEND ON ITS ABILITY TO RETAIN SIGNIFICANT 
CLIENTS.  The company has a number of significant long-term contracts with 
clients, including governmental entities, and its future success will depend, in
part, on retaining its relationships with these clients.  The company could lose
clients due to contract expiration, conversion to a competing service provider, 
disputes with clients or a decision to in-source services, including for 
contracts with governmental entities as part of the rebid process. The company 
could also lose clients as a result of their merger, acquisition or business 
failure. The company may not be able to replace the revenue and earnings from 
any such lost client.



<PAGE> 25

THE COMPANY'S FUTURE RESULTS WILL DEPEND IN PART ON ITS ABILITY TO GROW 
OUTSOURCING.  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 CONSULTING AND SYSTEMS INTEGRATION. The company's ability 
to grow profitably in this business will depend on the level of demand for 
systems integration projects and the portfolio of solutions the company offers 
for specific industries. It will also depend on an improvement in the 
utilization of services delivery personnel and on the company's ability to work 
through disruptions in this business related to the repositioning actions.  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 
headcount. 

FUTURE RESULTS WILL ALSO DEPEND, IN PART, ON MARKET DEMAND FOR THE COMPANY'S 
HIGH-END ENTERPRISE SERVERS AND MAINTENANCE ON THESE SERVERS.  In the company's 
technology business, high-end enterprise servers and maintenance on these 
servers continue to experience secular revenue declines.  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 execution of the company's arrangements with NEC.



<PAGE> 26


THE COMPANY'S CONTRACTS WITH U.S. GOVERNMENTAL AGENCIES MAY BE SUBJECT TO 
AUDITS, CRIMINAL PENALTIES, SANCTIONS AND OTHER EXPENSES AND FINES.  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 contract terms and 
conditions, 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. 

THE COMPANY'S CONTRACTS MAY NOT BE AS PROFITABLE AS EXPECTED OR PROVIDE THE 
EXPECTED LEVEL OF REVENUES.  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. 

The company's contracts with governmental entities are subject to the 
availability of appropriated funds.  These contracts also contain provisions 
allowing the governmental entity to terminate the contract at the governmental 
entity's discretion before the end of the contract's term. 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.

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 COMPANY MAY FACE DAMAGE TO ITS REPUTATION OR LEGAL LIABILITY IF ITS CLIENTS 
ARE NOT SATISFIED WITH ITS SERVICES OR PRODUCTS. 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. Allegations by private litigants or
regulators of improper conduct, as well as negative publicity and press 
speculation about the company, whatever the outcome and whether or not valid, 
may harm its reputation.  For example, in September 2007, an article in the 
Washington Post alleged that the FBI is investigating the company in connection 
with its alleged failure to detect cyber intrusions at the Department of 
Homeland Security, a client of the company, and its alleged failure to disclose 
these security breaches once detected.  The company disputed the allegations 
made in the article.  In addition to harm to reputation, 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. 

FUTURE RESULTS WILL DEPEND IN PART ON THE PERFORMANCE AND CAPABILITIES OF THIRD 
PARTIES.  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.



<PAGE> 27


THE COMPANY IS SUBJECT TO THE RISKS OF DOING BUSINESS INTERNATIONALLY.  More 
than half of the company's total revenue is derived 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, weaker 
intellectual property protections in some jurisdictions and additional legal and
regulatory compliance requirements applicable to businesses that operate 
internationally, including the Foreign Corrupt Practices Act and non-U.S. laws 
and regulations.

THE COMPANY COULD FACE BUSINESS AND FINANCIAL RISK IN IMPLEMENTING FUTURE 
ACQUISITIONS OR DISPOSITIONS.  As part of the company's business strategy, it 
may from time to time consider acquiring complementary technologies, products 
and businesses and disposing of existing technologies, products and businesses 
that may no longer be in alignment with its strategic direction, including 
transactions of a material size.  Any acquisitions may result in the incurrence 
of substantial additional indebtedness or contingent liabilities.  Acquisitions 
could also result in potentially dilutive issuances of equity securities and an 
increase in amortization expenses related to intangible assets.  Additional 
potential risks associated with acquisitions include integration difficulties; 
difficulties in maintaining or enhancing the profitability of any acquired 
business; risks of entering markets in which the company has no or limited prior
experience; potential loss of employees or failure to maintain or renew any 
contracts of any acquired business; and expenses of any undiscovered or 
potential liabilities of the acquired product or business, including relating to
employee benefits contribution obligations or environmental requirements.  
Potential risks with respect to dispositions include difficulty finding buyers 
or alternative exit strategies on acceptable terms in a timely manner; potential
loss of employees; and dispositions at unfavorable prices or on unfavorable 
terms, including relating to retained liabilities.  Further, with respect to 
both acquisitions and dispositions, management's attention could be diverted 
from other business concerns.  The risks associated with acquisitions and 
dispositions could have a material adverse effect upon the company's business, 
financial condition and results of operations.  There can be no assurance that 
the company will be successful in consummating future acquisitions or 
dispositions on favorable terms or at all.

THE COMPANY'S SERVICES OR PRODUCTS MAY INFRINGE UPON THE INTELLECTUAL PROPERTY 
RIGHTS OF OTHERS.  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. 

PENDING LITIGATION COULD AFFECT THE COMPANY'S RESULTS OF OPERATIONS OR CASH 
FLOW.  There are various lawsuits, claims, investigations and proceedings that 
have been brought or asserted against the company, which arise in the ordinary 
course of business, including actions with respect to commercial and government 
contracts, labor and employment, employee benefits, environmental matters and 
intellectual property.  See note (k) of the notes to financial statements for 
more information on litigation. The company believes that it has valid defenses 
with respect to legal matters pending against it.  Litigation is inherently 
unpredictable, however, and it is possible that the company's results of 
operations or cash flow could be affected in any particular period by the 
resolution of one or more of the legal matters pending against it. 



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 June 30, 2008.  Based 
on this evaluation, the Company's Chief Executive Officer and Chief Financial 
Officer concluded that the Company's disclosure controls and procedures were not
effective as of June 30, 2008 due to the material weakness at December 31, 2007,
described below.  To address the material weakness referenced below, the Company
performed additional analysis and performed other procedures in order to prepare
the unaudited quarterly consolidated financial statements in accordance with 
generally accepted accounting principles in the United States of America (U.S. 
GAAP).  Accordingly, management believes that the consolidated financial 
statements included in this Quarterly Report on Form 10-Q fairly present, in all
material respects, our financial condition, results of operations and cash flows
for the periods presented.
     


<PAGE> 28


As previously reported in the Company's Annual Report on Form 10-K, as filed 
with the Securities and Exchange Commission on February 29, 2008, in connection 
with Company's assessment of the effectiveness of its internal control over 
financial reporting at the end of its last fiscal year, management identified 
the following material weakness in the Company's internal control over financial
reporting as of December 31, 2007 that is in the process of being remediated as 
of June 30, 2008: it did not have a sufficient number of personnel with an 
appropriate level of U.S. GAAP knowledge and experience commensurate with its 
financial reporting requirements.  This section of Item 4, "Controls and 
Procedures," should be read in conjunction with Item 9A, "Controls and 
Procedures," included in the Company's Form 10-K for the year ended December 31,
2007, for additional information on Management's Report on Internal Controls 
Over Financial Reporting.  

Management is working to address the material weakness and is committed to 
remediate the material weakness as timely as possible.  The Company plans to 
remediate its material weakness through the following actions:

*     The Company has hired a new corporate controller and reassigned 
responsibilities among key accounting personnel,

*     The Company has added and will add additional personnel with an 
appropriate level of U.S. GAAP tax knowledge and experience to its 
income tax accounting function and provide additional income tax 
accounting training to personnel responsible for its foreign 
subsidiaries,

*     The Company will add personnel with an appropriate level of U.S. GAAP 
accounting knowledge and experience in two locations, and

*     The Company will continue to supplement existing resources with 
consultants where needed.

Management believes that the above actions, when fully implemented, will be 
effective in remediating this material weakness.  However, the Company's 
material weakness will not be considered remediated until the above personnel 
are in place for a period of time and the controls are tested and management 
concludes that these controls are properly designed and operating effectively.

The evaluation discussed above identified a change in the Company's internal 
control over financial reporting regarding the implementation, as of January 1, 
2008, of a financial management and project accounting system, in the Company's 
Federal government group.  This system is expected to increase the efficiency of
processing transactions and produce more accurate and timely information to 
address the various operational and compliance needs of the Company's Federal 
government group.  The Company conducted and will continue to conduct post-
implementation monitoring to ensure internal control over financial reporting is
properly designed and operating effectively.  To date, the Company has not 
experienced any significant difficulties in connection with the implementation 
or operation of this system.  




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


Item 1    Legal Proceedings
-------   -----------------

Information with respect to litigation is set forth in note (k) of the notes to 
financial statements, and such information is incorporated herein by reference.



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

(a)       Exhibits

          See Exhibit Index




<PAGE> 29





                               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: August 7, 2008                        By: /s/ Janet Brutschea Haugen
                                                -----------------------------
                                                Janet Brutschea Haugen
                                                Senior Vice President and 
                                                Chief Financial Officer 
                                                (Principal Financial Officer)


                                             By: /s/ Scott Hurley
                                                 ----------------------
                                                 Scott Hurley
                                                 Vice President and 
                                                 Corporate Controller
                                                 (Chief Accounting Officer)







<PAGE> 30

                             EXHIBIT INDEX

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

3.2      Bylaws of Unisys Corporation, as amended through December 6, 2007 
         (incorporated by reference to Exhibit 3 to the registrant's Current 
         Report on Form 8-K dated December 6, 2007)
      
10.1     Governance and Cooperation Agreement, dated May 20, 2008, by and among 
         Unisys Corporation, MMI Investments, L.P., MCM Capital Management, LLC,
         Clay B. Lifflander and Charles B. McQuade (incorporated by reference to
         Exhibit 10.1 to the registrant's Current Report on Form 8-K dated May 
         20, 2008)

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)

                                

                                  Six             
                                  Months     
                                  Ended          Years Ended December 31
                                  June 30, -----------------------------------
                                  2008      2007   2006   2005   2004   2003  
                                  --------  ----   ----   ----   ----   ----  
Fixed charges
Interest expense                  $ 42.8   $ 76.3 $ 77.2 $ 64.7 $ 69.0 $ 69.6
Interest capitalized during 
  the period                         5.0      9.1    9.9   15.0   16.3   14.5   
Amortization of debt issuance
  expenses                           2.0      3.8    3.8    3.4    3.5    3.8  
Portion of rental expense
  representative of interest        28.0     55.9   56.7   60.9   61.6   55.2   
                                   -----   ------ ------ ------ ------  ----- 
    Total Fixed Charges             77.8    145.1  147.6  144.0  150.4  143.1  
                                   -----   ------ ------ ------ ------  -----
Earnings                             
Income (loss) from continuing
 operations before income taxes    (10.0)     3.5 (250.9)(170.9) (76.0) 380.5  
Add (deduct) the following:
 Share of loss (income) of
  associated companies               -         -     4.5   (7.2) (14.0) (16.2)  
 Amortization of capitalized
  interest**                         6.4     17.8   13.7   12.9   11.7   10.2
                                   -----   ------ ------ ------ ------  -----
    Subtotal                        (3.6)    21.3 (232.7)(165.2) (78.3) 374.5
                                   -----   ------ ------ ------ ------  -----

Fixed charges per above             77.8    145.1  147.6  144.0  150.4  143.1
Less interest capitalized during
  the period                        (5.0)    (9.1)  (9.9) (15.0) (16.3) (14.5)
                                   -----   ------ ------ ------ ------ ------
Total earnings (loss)              $69.2   $157.3 $(95.0)$(36.2)$ 55.8 $503.1
                                   =====   ====== ====== ====== ====== ======

Ratio of earnings to fixed  
  charges                            *       1.08   *      *      *      3.52 
                                   =====   ====== ====== ====== ======  =====

* Earnings for the six months and years ended June 30, 2008, December 31, 2006, 
2005 and 2004 were inadequate to cover fixed charges by $8.6 million, $242.6 
million, $180.2 million and $94.6 million, respectively.

**  The amount of amortization of capitalized interest as well
 as the resulting 
ratio of earnings to fixed charges for 2007 have been restated to increase the 
amortization by $3.3 million and the ratio by .02, 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: August 7, 2008


                                /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: August 7, 2008

                                /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 June 30, 2008 (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: August 7, 2008



/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 June 30, 2008 (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: August 7, 2008



/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.