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 September 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 September 30, 2008
362,267,381.



<PAGE> 2


Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                (Millions)
   
                                          
                                        September 30,    
                                            2008       December 31,
                                         (Unaudited)       2007
                                         -----------   ------------
Assets
------
Current assets
Cash and cash equivalents                 $  493.8       $  830.2
Accounts and notes receivable, net           853.3        1,059.2
Inventories:
   Parts and finished equipment               78.5           91.9
   Work in process and materials              72.8           79.2
Deferred income taxes                         18.0           18.0
Prepaid expenses and other current assets    145.6          133.7
                                          --------       --------
Total                                      1,662.0        2,212.2
                                          --------       --------
Properties                                 1,307.8        1,336.9
Less-Accumulated depreciation and
  amortization                             1,013.2        1,004.7
                                          --------       --------
Properties, net                              294.6          332.2
                                          --------       --------
Outsourcing assets, net                      348.9          409.4
Marketable software, net                     244.2          268.8
Prepaid postretirement assets                603.8          497.0
Deferred income taxes                         93.8           93.8
Goodwill                                     195.9          200.6
Other long-term assets                       120.2          123.1
                                          --------       --------
Total                                     $3,563.4       $4,137.1
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $    -         $     .1

Current maturities of long-term debt           2.2          204.3
Accounts payable                             337.5          419.6
Other accrued liabilities                  1,092.1        1,272.0
                                          --------       --------
Total                                      1,431.8        1,896.0
                                          --------       --------
Long-term debt                             1,059.7        1,058.3
Long-term postretirement liabilities         370.3          420.7
Other long-term liabilities                  321.5          395.5

Stockholders' equity 
Common stock, shares issued: 2008; 364.5
   2007, 356.1                                 3.6            3.6
Accumulated deficit                       (2,538.0)      (2,465.9)
Other capital                              4,045.9        4,011.8
Accumulated other comprehensive loss      (1,131.4)      (1,182.9)
                                          --------       --------
Stockholders' equity                         380.1          366.6
                                          --------       --------
Total                                     $3,563.4       $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        Nine Months
                                      Ended September 30  Ended September 30
                                      ------------------  ------------------
                                      2008         2007     2008       2007
                                      ----         ----     ----       ----
                                                                             
Revenue                                                                      
  Services                          $1,152.1    $1,217.6  $3,486.2   $3,579.1
  Technology                           160.3       175.5     467.5      537.7
                                    --------    --------  --------   --------
                                     1,312.4     1,393.1   3,953.7    4,116.8
Costs and expenses
   Cost of revenue:
     Services                          937.6       994.5   2,814.2    2,980.6
     Technology                         82.8        89.5     250.5      270.3
                                    --------    --------  --------   --------
                                     1,020.4     1,084.0   3,064.7    3,250.9
                            
Selling, general and administrative    218.4       225.8     701.9      717.8
Research and development                35.7        39.7      98.6      131.6
                                    --------    --------  --------   --------
                                     1,274.5     1,349.5   3,865.2    4,100.3
                                    --------     -------  --------   --------
Operating profit                        37.9        43.6      88.5       16.5

Interest expense                        21.5        18.5      64.3       56.1
Other income (expense), net             (6.1)      (19.3)    (23.9)      (2.5)
                                    --------    --------  --------   --------
Income (loss) before income taxes       10.3         5.8        .3      (42.1)
Provision for income taxes              45.0        36.8      72.4       50.8
                                    --------    --------  --------   --------
Net loss                            $  (34.7)   $  (31.0) $  (72.1)  $  (92.9)
                                    ========    ========  ========   ========
Loss per share
   Basic                            $   (.10)   $   (.09) $   (.20)  $   (.27)
                                    ========    ========  ========   ========
   Diluted                          $   (.10)   $   (.09) $   (.20)  $   (.27)
                                    ========    ========  ========   ========


See notes to consolidated financial statements.




<PAGE> 4


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

                                                     Nine Months Ended
                                                        September 30
                                                    ------------------
                                                       2008      2007
                                                    --------   --------
                                                      
Cash flows from operating activities
Net loss                                           $  (72.1)   $ (92.9)
Add (deduct) items to reconcile net loss to net
   cash provided by (used for) operating activities:
Employee stock compensation                             (.2)       8.6
Company stock issued for U.S. 401(k) plan              34.2       34.3
Depreciation and amortization of properties            80.4       83.9
Depreciation and amortization of outsourcing assets   126.0      102.4
Amortization of marketable software                    90.0       90.1
Disposals of capital assets                             8.6        3.8
Gain on sale of assets                                   -       (23.4)
Decrease in deferred income taxes, net                   -         8.9
Decrease in receivables, net                          175.9      111.7
Decrease (increase) in inventories                     16.7      (15.6)
Decrease in accounts payable and other
  accrued liabilities                                (215.9)    (286.8)
Decrease in other liabilities                         (27.9)     (68.8)
Increase in other assets                             (108.7)     (28.7)
Other                                                   9.4       (1.7)
                                                    -------     ------
Net cash provided by (used for)
 operating activities                                 116.4      (74.2)
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                        4,838.1    5,785.7
   Purchases of investments                        (4,847.9)  (5,793.4)
   Investment in marketable software                  (65.9)     (73.0)
   Capital additions of properties                    (51.8)     (56.4)
   Capital additions of outsourcing assets            (96.6)    (108.4)
   Purchases of businesses                             (2.3)      (2.0)
   Proceeds from sale of businesses                     -         28.0 
                                                    -------     ------

Net cash used for investing activities               (226.4)    (219.5)
                                                    -------     ------
Cash flows from financing activities
   Net reduction in short-term borrowings               (.1)      (1.1)
   Proceeds from exercise of stock options                -       12.3
   Minority shareholder dividends                         -       (5.8)
   Payment of long-term debt                         (200.0)        -
   Financing fees                                       (.8)        -
                                                    -------     ------
Net cash (used for) provided by financing activities (200.9)       5.4
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                          (25.5)      17.5
                                                    -------     ------

Decrease in cash and cash equivalents                (336.4)    (270.8)
Cash and cash equivalents, beginning of period        830.2      719.3
                                                    -------    -------
Cash and cash equivalents, end of period           $  493.8    $ 448.5
                                                   ========    =======



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 
nine months ended September 30, 2008 and 2007 (dollars in millions, shares in 
thousands):
                                         Three Months        Nine Months
                                      Ended September 30  Ended September 30
                                      -----------------   ------------------
                                      2008         2007     2008       2007
                                      ----         ----     ----       ----
    Basic Loss Per Share

    Net loss                        $  (34.7)   $   (31.0) $  (72.1) $  (92.9)
                                    ========    =========  ========  ========
    Weighted average shares          360,944      350,765   357,969   348,715
                                    ========    =========  ========  ========
    Basic loss per share            $   (.10)   $    (.09) $   (.20) $   (.27)
                                    ========    =========  ========  ========
    Diluted Loss Per Share
    
    Net loss                        $  (34.7)   $   (31.0) $  (72.1) $  (92.9)
                                    ========    =========  ========  ========
    Weighted average shares          360,944      350,765   357,969   348,715
    Plus incremental shares 
      from assumed conversions 
      of employee stock plans           -           -          -         -  
                                    --------    ---------  --------  --------
    Adjusted weighted average shares 360,944      350,765   357,969   348,715
                                    ========    =========  ========  ========
    Diluted loss per share          $   (.10)   $    (.09) $   (.20) $   (.27)
                                    ========    =========  ========  ========

At September 30, 2008 and 2007, 33.7 million and 38.1 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.  
During the three months ended September 30, 2007, the company did not record 
additional cost reduction charges.  During the nine months ended September 30, 
2007, the company consolidated facility space and committed to an additional 
reduction of 1,517 employees.  This resulted in a pretax charge of $66.0 
million.  The charge related to work force reductions of $52.5 million was 
broken down as follows: (a) 876 employees in the U.S. for a charge of $23.6 
million and (b) 641 employees outside the U.S. for a charge of $28.9 million.  
The facility charge of $13.5 million principally relates to leased property that
the company ceased using as of June 30, 2007.  The pretax charge was 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.  


<PAGE> 6


There were no additional cost-reduction charges recorded during the three and 
nine months ended September 30, 2008; however, a $2.0 million change in 
estimates was recorded as expense in the current quarter compared with $1.7 
million recorded as income in the year-ago period, and a $1.2 million change in 
estimates was recorded as expense in the current nine-month period compared with
$17.4 million recorded as income in the year-ago nine-month period.  In 
addition, during the nine months ended September 30, 2008, the company recorded 
a pretax charge of $7.5 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                        (486)     (44.3)   (15.4)   (18.6)    (10.3)
Changes in estimates  
  and revisions                 (135)       1.2      1.2     (2.7)      2.7
Translation adjustments                    (2.4)      -       (.2)     (2.2)
                              ------     ------    -----    -----    ------
Balance at Sept. 30, 2008        106     $ 46.5    $ 6.9   $  9.6    $ 30.0
                              ======     ======    =====    =====    ======
Expected future utilization:
2008 remaining three months      106      $ 6.2    $ 2.0   $  1.6    $  2.5
Beyond 2008                                40.3      4.9      8.0      27.5


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

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

Service cost                 $   4.1  $   -    $  4.1  $  11.4  $    .1 $ 11.3
Interest cost                  105.1     71.0    34.1    101.0     69.5   31.5
Expected return on
  plan assets                 (142.0)  (101.8)  (40.2)  (134.5)   (97.4) (37.1)
Amortization of prior
  service cost                    .1       .1     -         .1      -       .1
Recognized net actuarial 
  loss                          17.7     14.4     3.3     33.4     24.3    9.1
                               -----   ------   -----    -----    -----   ----
Net periodic pension
  expense (income)           $ (15.0)  $(16.3)  $ 1.3   $ 11.4  $  (3.5) $14.9
                              ======   ======   =====   ======  =======  =====

                                    Nine Months                 Nine Months
                                Ended Sept. 30, 2008      Ended Sept. 30, 2007
                                --------------------     ---------------------
                                       U.S.    Int'l.            U.S.   Int'l.
                               Total   Plans   Plans     Total   Plans   Plans
                               -----   -----   ------    -----   -----   -----

Service cost                $  20.3  $   -     $20.3    $ 33.2  $   .2  $33.0
Interest cost                 316.0    212.9   103.1     301.1   208.5   92.6
Expected return on
  plan assets                (427.3)  (305.5) (121.8)   (401.0) (292.3)(108.7)
Amortization of prior
  service cost                   .6       .5      .1        .4     -       .4
Recognized net actuarial 
  loss                         53.6     43.1    10.5      99.7    73.0   26.7
Curtailment loss                1.5      -       1.5       -       -      -
                            -------  -------   -----    -------  -----   ----
Net periodic pension 
  expense (income)          $ (35.3)  $(49.0)  $13.7    $ 33.4  $(10.6) $44.0
                            =======  =======   =====    ======   =====  =====



<PAGE> 7

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 $80 
million to its worldwide defined benefit pension plans in 2008 compared with 
$78.7 million in 2007.  For the nine months ended September 30, 2008 and 2007, 
$57.7 million and $52.6 million, respectively, of cash contributions have been 
made.  In accordance with regulations governing contributions to U.S. defined 
benefit pension plans, the company is not required to fund its U.S. qualified 
defined benefit pension plan in 2008.

The expense related to the company's match to the U.S. 401(k) plan for the nine 
months ended September 30, 2008 and 2007 was $38.0 million and $37.4 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 nine months ended 
September 30, 2008 and 2007 is presented below (in millions of dollars):


                                  Three Months                   Nine Months
                                  Ended Sept. 30                Ended Sept. 30
                                  -------------                 -------------
                                2008         2007             2008       2007
                                ----         ----             ----       ----

Service cost                    $ .1         $ -             $  .5      $  -
Interest cost                    3.1          3.1              9.6        9.2
Expected return on assets        (.2)         (.1)             (.4)       (.4)
Amortization of prior 
  service cost                    .3           -               1.5         -
Recognized net actuarial 
  loss                           1.2          1.2              3.4        3.8
                                ----         ----             ----       ----
Net periodic postretirement 
  benefit expense               $4.5         $4.2            $14.6      $12.6
                                ====         ====            =====      =====


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 nine months ended September 30, 2008 and 2007, $11.9 million and $27.3 
million, respectively, of cash contributions have been made.

d.  In February 2007, the company sold its media business for gross proceeds of 
$28.0 million and recognized a pretax gain of $23.4 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 September 30, 
2008, the company has granted non-qualified stock options and restricted stock 
units under these plans.  At September 30, 2008, 23.7 million shares of unissued
common stock of the company were available for granting under these plans.  

For the nine months ended September 30, 2008 and 2007, 188,000 and 54,000 stock 
options were granted, respectively.  The company currently expects that any 
future grants of stock option awards will be principally to newly hired 
individuals. 



<PAGE> 8

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:  

                                                  Nine Months Ended Sept. 30, 
                                                 ----------------------------
                                                       2008         2007
                                                       ----          ----

Weighted-average fair value of grant                  $1.62         $2.88
Risk-free interest rate                                3.63%         4.63%
Expected volatility                                   45.28%        35.31% 
Expected life of options in years                      3.67          3.67 
Expected dividend yield                                 -             -

For periods after January 1, 2006, the company has granted an annual restricted 
stock unit award to officers, directors and other key employees in lieu of an 
annual stock option grant.  The restricted stock unit awards granted 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 nine months ended September 30, 2008 and 2007, the company recorded 
$.2 million of income and $8.6 million of expense for share-based compensation, 
respectively, which is comprised of $(.7) million and $8.4 million of restricted
stock unit (income) expense and $.5 million and $.2 million of stock option 
expense, respectively.  During the three months ended September 30, 2008, the 
company reversed $13.2 million of previously-accrued compensation expense 
related to performance-based restricted stock units due to a change in the 
assessment of the achievability of the performance goals.

A summary of stock option activity for the nine months ended September 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                  188        4.28
Forfeited and
 expired              (3,928)      17.99
                      ------
Outstanding at
 Sept. 30, 2008       33,712       16.79             2.43          $ -
                      ======
Vested and 
 expected to vest 
 at Sept. 30, 2008    33,712       16.79             2.43            -
                      ======
Exercisable at
 Sept. 30, 2008       33,272       16.94             2.41            -
                      ======

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 September 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 nine months ended
September 30, 2008 was zero since no options were exercised and the amount for 
the nine months ended September 30, 2007 was $2.9 million.  As of September 30, 
2008, $.7 million of total unrecognized compensation cost related to stock 
options is expected to be recognized over a weighted-average period of 1.6 
years.  



<PAGE> 9

A summary of restricted stock unit activity for the nine months ended September 
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                                    6,770                   4.11
Vested                                      (234)                  7.11
Forfeited and expired                     (1,565)                  6.14
                                           -----
Outstanding at
   September 30, 2008                      9,317                   5.34
                                           =====

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 nine months ended 
September 30, 2008 and 2007 was $4.11 and $8.34, respectively.  As of September 
30, 2008, there was approximately $9.4 million of total unrecognized 
compensation cost related to outstanding restricted stock units granted under 
the company's plans.  That cost is expected to be recognized over a weighted-
average period of 1.6 years.  The total fair value of restricted share units 
vested during the nine months ended September 30, 2008 and 2007 was $.9 million 
and $3.0 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 nine months ended September 30, 2008 and 2007 
was zero and $12.3 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. 

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 September 30, 2008 and 2007 
was $21.9 million and $14.4 million, respectively.  The amount for the nine 
months ended September 30, 2008 and 2007 was $33.1 million and $16.2 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).  



<PAGE> 10



A summary of the company's operations by business segment for the three and nine
month periods ended September 30, 2008 and 2007 is presented below (in millions 
of dollars):
                               Total    Corporate    Services    Technology
                               -----    ---------    --------    ----------

Three Months Ended 
September 30, 2008
------------------
Customer revenue             $1,312.4                $1,152.1     $ 160.3
Intersegment                     -      $ (67.5)          4.0        63.5
                             --------   --------     --------     -------
Total revenue                $1,312.4   $ (67.5)     $1,156.1     $ 223.8
                             ========   =======      ========     =======
Operating income (loss)      $   37.9   $ (22.3)     $   35.6     $  24.6
                             ========   =======      ========     =======

Three Months Ended 
September 30, 2007
------------------
Customer revenue             $1,393.1                $1,217.6     $ 175.5
Intersegment                     -      $ (61.2)          3.4        57.8
                             --------   --------     --------      ------
Total revenue                $1,393.1   $ (61.2)     $1,221.0     $ 233.3
                             ========   =======      ========      ======
Operating income (loss)      $   43.6   $  (9.5)     $   43.6     $   9.5
                             ========   =======      ========     =======
    
Nine Months Ended
September 30, 2008
----------------
Customer revenue             $3,953.7               $3,486.2     $ 467.5
Intersegment                     -       $(162.2)        9.4       152.8 
                             --------    -------    --------     -------
Total revenue                $3,953.7    $(162.2)   $3,495.6     $ 620.3
                             ========    =======    ========     =======
Operating income (loss)      $   88.5    $ (32.2)   $  101.4     $  19.3
                             ========    =======    ========     =======

Nine Months Ended
September 30, 2007
----------------
Customer revenue             $4,116.8               $3,579.1     $ 537.7 
Intersegment                     -       $(148.7)       10.9       137.8 
                             --------    -------    --------     -------
Total revenue                $4,116.8    $(148.7)   $3,590.0     $ 675.5 
                             ========    =======    ========     =======
Operating income (loss)      $   16.5    $ (62.5)   $   62.8     $  16.2
                             ========    =======    ========     =======


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

                                    Three Months                Nine Months
                                   Ended Sept. 30              Ended Sept. 30
                                   -------------               --------------

                                   2008       2007           2008        2007
                                   ----       ----           ----        ----
Total segment operating 
   income                        $  60.2    $  53.1        $ 120.7    $  79.0
Interest expense                   (21.5)     (18.5)         (64.3)     (56.1)
Other income (expense), net         (6.1)     (19.3)         (23.9)      (2.5) 
Cost reduction charges               -          -              -        (66.0)
Corporate and eliminations         (22.3)      (9.5)         (32.2)       3.5
                                 -------    -------        -------    ------- 
Total income (loss) before 
  income taxes                   $  10.3    $   5.8        $    .3    $ (42.1)
                                 =======    =======        =======    =======



<PAGE> 11


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

                                    Three Months                Nine Months
                                   Ended Sept. 30              Ended Sept. 30
                                   ---------------           -----------------
                                   2008       2007           2008        2007
                                   ----       ----           ----        ----
Services 
 Systems integration
   and consulting                $  361.2    $ 379.2       $1,094.7   $1,092.6
 Outsourcing                        515.0      523.9        1,529.7    1,497.7
 Infrastructure services            182.1      208.6          575.7      667.4
 Core maintenance                    93.8      105.9          286.1      321.4
                                 --------   --------       --------   --------
                                  1,152.1    1,217.6        3,486.2    3,579.1
Technology
 Enterprise-class servers           141.3      133.9          384.7      411.8
 Specialized technologies            19.0       41.6           82.8      125.9
                                 --------   --------       --------   --------
                                    160.3      175.5          467.5      537.7
                                 --------   --------       --------   --------
Total                            $1,312.4   $1,393.1       $3,953.7   $4,116.8
                                 ========   ========       ========   ========

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                Nine Months
                                 Ended Sept. 30              Ended Sept. 30
                               ----------------           -------------------
                                2008       2007              2008       2007
                                ----       ----              ----       ----
United States                $  559.8    $  611.8        $1,668.5    $1,806.5  
United Kingdom                  182.9       231.6           592.5       678.8
Other international             569.7       549.7         1,692.7     1,631.5
                              -------    --------         -------    --------
   Total                     $1,312.4    $1,393.1        $3,953.7    $4,116.8  
                             ========    ========        ========    ========  

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

                                    Three Months                Nine Months
                                   Ended Sept. 30              Ended Sept. 30
                                   ---------------            ----------------
                                  2008         2007            2008      2007
                                  ----         ----            ----      ----
Net loss                         $(34.7)    $  (31.0)       $ (72.1)  $ (92.9)
Other comprehensive income (loss)
  Cash flow hedges
    Loss                            1.6           .4            1.0        -
    Reclassification adj.           (.4)         (.4)            .1        -
  Foreign currency 
   translation adjustments        (31.6)         6.4          (31.6)     35.8
  Postretirement adjustments       56.6         24.3           82.0      79.7
                                  ------     -------         ------   -------
Total other comprehensive 
  income                           26.2         30.7           51.5     115.5
                                 ------      -------        -------   --------
Comprehensive income (loss)      $ (8.5)     $   (.3)       $ (20.6) $   22.6
                                 ======      =======        =======  ========

Accumulated other comprehensive income (loss) as of December 31, 2007 and 
September 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                 51.5      (31.6)       1.1         82.0
                                 --------    -------     ------     --------
Balance at Sept. 30, 2008       $(1,131.4)   $(626.9)    $  1.1    $  (505.6)
                                 ========    =======     ======     ========



<PAGE> 12


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               Nine Months
                                    Ended Sept. 30             Ended Sept. 30
                                    ---------------          ----------------
                                    2008       2007          2008        2007
                                    ----       ----          ----        ----
Balance at beginning of 
  period                         $   5.1     $   8.6      $   6.9      $  8.2
Accruals for warranties 
  issued during the period            .6         1.4          2.0         3.9
Settlements made during 
  the period                         (.6)       (1.8)        (2.0)       (5.6)
Changes in liability for 
  pre-existing warranties
  during the period,  
  including expirations              (.2)        (.1)        (2.0)        1.6
                                 -------     -------      -------      ------
Balance at September 30          $   4.9     $   8.1      $   4.9      $  8.1
                                 =======     =======      =======      ======

i.  Cash paid during the nine months ended September 30, 2008 for income taxes 
was $43.6 million compared with net cash refunds received during the nine months
ended September 30, 2007 of $4.0 million, respectively.

Cash paid during the nine months ended September 30, 2008 and 2007 for interest 
was $64.4 million and $52.6 million, respectively.

During the nine months ended September 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 


<PAGE> 13

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.

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.  
Unisys Belgium has filed its defense and counterclaim in the amount of 
approximately 18.5 million euros.


<PAGE> 14

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.

In July 2008, Lufthansa Systems Passenger Services GmbH sued Unisys Germany in 
the District Court of Frankfurt, Germany, in connection with a 2005 agreement 
under which Unisys Germany was to develop passenger management software for 
Lufthansa Systems.  Lufthansa Systems purported to terminate the agreement for 
cause in July 2007 claiming that Unisys Germany failed to deliver satisfactory 
software in a timely manner.  The lawsuit seeks a monetary recovery of 
approximately 49 million euros.  Unisys Germany believes it has valid defenses 
and expects to file its initial response during the fourth quarter of 2008.

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 September 
30, 2008, it has adequate provisions for any such matters.

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.



<PAGE> 15



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

The company's third-quarter 2008 financial results were impacted by economic 
uncertainties in its key commercial markets, particularly in financial services.
As has been widely reported, worldwide financial markets have been experiencing 
disruptions in recent months, including, among other things, an overall decline 
in credit availability.  The company's customers have reacted to tight credit 
conditions by reducing IT spending.  In addition, the company saw a slowdown in 
its federal business in the quarter due to slower government spending.  
Reflecting these factors, the company's revenue declined 6% from the third 
quarter of 2007.  Lower sales volume led to lower-than-expected operating 
margins in the company's services business and overall. However, the company 
reported improved operating margins in its technology business, driven by 
higher shipments of ClearPath mainframes.  

Through nine months of 2008, the company reported significantly improved 
profitability and cash flow.  Operating profit rose to $88.5 million for the 
first nine months of 2008 compared to $16.5 million for the first nine months of
2007.  Year to date in 2008 the company has generated $116.4 million of 
operational cash flow compared with operational cash usage of $74.2 million over
the first nine months of 2007.
  
RESULTS OF OPERATIONS
COMPANY RESULTS
     
Revenue for the three months ended September 30, 2008 was $1.31 billion compared
with $1.39 billion for the three months ended September 30, 2007, a decrease of 
6% from the prior year.  The change was principally due to declines in revenue 
from financial services and weakness in Federal government revenue.  Services 
revenue decreased 5% and Technology revenue decreased 9%.  Foreign currency 
fluctuations had a 2-percentage-point positive impact on revenue in the current 
period compared with the year-ago period.  U.S. revenue declined 8% in the third
quarter compared with the year-ago period.  International revenue declined 4% in
the current quarter compared with the year-ago period principally due to 
declines in Europe and Asia/Pacific, offset in part by increases in Latin 
America.  On a constant currency basis, international revenue declined 9% in the
three months ended September 30, 2008 compared with the three months ended 
September 30, 2007.

During the three months ended September 30, 2008 and 2007, the company did not 
record additional cost reduction charges; however, a $2.0 million change in 
estimates was recorded as expense in the current quarter compared with a $1.7 
million change in estimate recorded as income in the year-ago period.

For the three months ended September 30, 2008 pension income was $15.0 million 
compared with pension expense of $11.4 million for the three months ended 
September 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.  The disruption in 
worldwide financial markets referred to above has also led to volatility in 
prices of securities and declining values of investments.  This has impacted the
market value of the company's defined benefit pension plan assets.  If the 
market value of the investments of these plan assets does not improve 
significantly through the end of 2008, the company would most likely be 
required to record pension expense in 2009, increase funding in its 
international funds, and to fund its U.S. plan in 2010.  

Total gross profit margin was 22.2% in the three months ended September 30, 2008
compared with 22.2% in the three months ended September 30, 2007.  Gross profit 
margin reflects a decline in pension expense of $20.4 million (income of $11.6 
million in 2008 compared with expense of $8.8 million in 2007).


<PAGE> 16

Selling, general and administrative expenses were $218.4 million for the three 
months ended September 30, 2008 (16.6% of revenue) compared with $225.8 million 
(16.2% of revenue) in the year-ago period.  Selling, general and administrative 
expense reflects a decline in pension expense of $4.5 million (income of $1.6 
million in 2008 compared with expense of $2.9 million in 2007).  In addition, 
during the three months ended September 30, 2008, the company reversed $13.2 
million of previously-accrued compensation expense related to performance-based 
restricted stock units due to a change in the assessment of the achievability of
the performance goals (see note (e)).

Research and development (R&D) expenses in the third quarter of 2008 were $35.7 
million compared with $39.7 million in the third 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.
The reduction in R&D in 2008 compared with 2007 reflects the benefits derived in
2008 from the prior-years' cost reduction actions. 

For the third quarter of 2008, the company reported an operating profit of $37.9
million compared with $43.6 million in the third quarter of 2007.  The principal
items affecting the comparison of 2008 with 2007 are discussed above.

Interest expense for the three months ended September 30, 2008 was $21.5 million
compared with $18.5 million for the three months ended September 30, 2007.  The 
increase in interest expense was primarily due to increased interest rates 
related to the refinancing in December 2007 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 $6.1 million in the third quarter of 2008, compared with expense of 
$19.3 million in 2007.  The principal item impacting the change was that the 
prior year period included an expense of $10.7 million to settle an escheat 
audit.  

Income before income taxes for the three months ended September 30, 2008 was 
income of $10.3 million compared with income of $5.8 million in 2007.  The 
provision for income taxes was $45.0 million in the current quarter compared 
with $36.8 million in the year-ago period.  The provision for income taxes in 
the current quarter includes a $4.1 million benefit related to provisions in the
Housing and Economic Recovery Act of 2008, enacted on July 30, 2008, permitting 
certain research and alternative minimum tax (AMT) credit carryforwards to be 
refundable.  Included in the third quarter provision for income taxes is a $7.8 
million charge for understatement of the income tax provision for the first and 
second quarters of 2008 in the amount of $4.7 million and $3.1 million, 
respectively.  This charge had no effect on the year to date provision for 
income taxes.  In addition, the provision for income taxes in the prior-year 
period includes a provision of $8.9 million due to a reduction in the UK income 
tax rate.  The rate reduction from 30% to 28% was enacted in the third quarter 
of 2007 effective April 1, 2008.  The provision of $8.9 million was caused by a 
write down of the UK deferred tax assets to the 28% rate.  

The net loss for the three months ended September 30, 2008 was $34.7 million, or
$.10 per share, compared with a net loss of $31.0 million, or $.09 per share, 
for the three months ended September 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 nine months ended September 30, 2008 was $3.95 billion compared 
with $4.12 billion for the nine months ended September 30, 2007, a decrease of 
4% from the prior year.  This decrease was due to a 3% decrease in Services 
revenue and a 13% 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.  On a constant currency basis, international 
revenue declined 8% in the nine months ended September 30, 2008 compared with 
the nine months ended September 30, 2007.

For the nine months ended September 30, 2008 pension income was $35.3 million 
compared with pension expense of $33.4 million for the nine months ended 
September 30, 2007.  


<PAGE> 17

Total gross profit margin was 22.5% in the nine months ended September 30, 2008 
compared with 21.0% in the nine months ended September 30, 2007.  Included in 
the gross profit margin in 2007 were cost reduction charges of $32.3 million.  
Gross profit margin in 2008 reflects a decline in pension expense of $52.4 
million (income of $27.3 million in 2008 compared with expense of $25.1 million 
in 2007).

Selling, general and administrative expenses were $701.9 million for the nine 
months ended September 30, 2008 (17.8% of revenue) compared with $717.8 million 
(17.4% of revenue) in the year-ago period.  Included in selling, general and 
administrative expense in 2008 was $7.5 million of expense related to a lease 
guarantee (see note (b)). In addition, during the three months ended September 
30, 2008, the company reversed $13.2 million of previously-accrued compensation 
expense related to performance-based restricted stock units due to a change in 
the assessment of the achievability of the performance goals (see note (e)). 
Included in 2007 were cost reduction charges of $18.6 million.  Selling, general
and administrative expense in 2008 also reflects a decline in pension expense of
$11.9 million (income of $2.8 million in 2008 compared with expense of $9.1 
million in 2007).

Research and development (R&D) expenses in the first nine months of 2008 were 
$98.6 million compared with $131.6 million in the first nine months 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 nine months of 2008, the company reported an operating profit of 
$88.5 million compared with an operating profit of $16.5 million in the first 
nine months of 2007.  The principal items affecting the comparison of 2008 with 
2007 are discussed above.

Interest expense for the nine months ended September 30, 2008 was $64.3 million 
compared with $56.1 million for the nine months ended September 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 $23.9 million for the nine months 
ended September 30, 2008, compared with an expense of $2.5 million in 2007.  
Other income (expense) for the nine months ended September 30, 2007 principally 
reflects a gain of $23.4 million on the sale of the company's media business 
(see note (d)), as well as an expense of $10.7 million to settle an escheat 
audit. 

Income (loss) before income taxes for the nine months ended September 30, 2008 
was income of $.3 million compared with a loss of $42.1 million in 2007.  The 
provision for income taxes was $72.4 million in the current period compared with
$50.8 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 provision for income taxes in the current period also includes a
$4.1 million benefit related to provisions in the Housing and Economic Recovery 
Act of 2008 permitting certain research and AMT credit carryforwards to be 
refundable. The tax provision in the prior year nine-month period included a 
$39.4 million benefit related to the Netherlands income tax audit settlement 
(see note (d)) and $8.9 million related to the U.K. income tax rate change 
(discussed above).  

For the nine months ended September 30, 2008, the company reported a net loss of
$72.1 million, or $.20 per share, compared with a net loss of $92.9 million, or 
$.27 per share, for the nine months ended September 30, 2007.  The prior year 
nine-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.  
           

<PAGE> 18

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 September 30, 2008 and 2007 
was $21.9 million and $14.4 million, respectively.  The amount for the nine 
months ended September 30, 2008 and 2007 was $33.1 million and $16.2 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.  

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

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
September 30, 2008
------------------
Customer revenue          $1,312.4                 $1,152.1     $ 160.3
Intersegment                  -        $ (67.5)         4.0        63.5
                          --------     -------      -------      ------
Total revenue             $1,312.4     $ (67.5)    $1,156.1     $ 223.8
                          ========     =======      ========    =======
Gross profit percent          22.2%                    17.6%       47.5%
                          ========                  =======      ======
Operating profit percent       2.9%                     3.1%       11.0%
                          ========                  =======      ======

Three Months Ended
September 30, 2007
------------------
Customer revenue          $1,393.1                  $1,217.6     $175.5
Intersegment                  -        $(61.2)           3.4       57.8
                          --------     -------      --------     ------
Total revenue             $1,393.1     $(61.2)      $1,221.0     $233.3
                          ========     =======      ========     ====== 
Gross profit percent          22.2 %                    17.7 %     44.6 %
                          ========                  ========     ======    
Operating profit percent       3.1 %                     3.6 %      4.0 %
                          ========                  ========     ======
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 Sept. 30         Percent    
                                 ------------------      Increase    
                                   2008       2007      (Decrease)    
                                   ----       ----       ---------- 
Services 
 Systems integration
   and consulting                $  361.2    $ 379.2       (4.7)%   
 Outsourcing                        515.0      523.9       (1.7)%
 Infrastructure services            182.1      208.6      (12.7)%
 Core maintenance                    93.8      105.9      (11.4)% 
                                 --------   --------       
                                  1,152.1    1,217.6       (5.4)%
Technology
 Enterprise-class servers           141.3      133.9        5.5 %    
 Specialized technologies            19.0       41.6      (54.3)%  
                                 --------   --------       
                                    160.3      175.5       (8.7)%
                                 --------   --------       
Total                            $1,312.4   $1,393.1       (5.8)%
                                 ========   ========       

In the Services segment, customer revenue was $1.15 billion for the three months
ended September 30, 2008 down 5.4% from the three months ended September 30, 
2007.  Foreign currency translation had a 3-percentage-point positive impact on 
Services revenue in the current quarter compared with the year-ago period.  


<PAGE> 19

Revenue from systems integration and consulting decreased 4.7% from $379.2 
million in the September 2007 quarter to $361.2 million in the September 2008 
quarter.  

Outsourcing revenue decreased 1.7% for the three months ended September 30, 2008
to $515.0 million compared with the three months ended September 30, 2007 
principally due to a decline in business process outsourcing revenue. 

Infrastructure services revenue declined 12.7% for the three month period ended 
September 30, 2008 compared with the three month period ended September 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 11.4% 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 secular decline of core
maintenance to continue.

Services gross profit was 17.6% in the third quarter of 2008 compared with 17.7%
in the year-ago period.  Services operating profit percent was 3.1% in the three
months ended September 30, 2008 compared with 3.6% in the three months ended 
September 30, 2007.  Services margins in 2008 reflect a decline in pension 
expense in gross profit of $20.0 million (income of $11.1 million for the three 
months ended September 30, 2008 compared with expense of $8.9 million in the 
year-ago period) and a decline in pension expense in operating income of $23.6 
million (income of $12.4 million for the three months ended September 30, 2008 
compared with expense of $11.2 million in the year-ago period).  

In the Technology segment, customer revenue was $160 million in the current 
quarter compared with $176 million in the year-ago period for a decrease of 
8.7%.  The decline in Technology revenue reflects the ending of certain NUL 
revenue beginning in the June 2008 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.  
Excluding the  expiration of this royalty from NUL, the technology segment's 
revenue would have increased 2%.  Foreign currency translation had a positive 
impact of approximately 4-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, increased 5.5% for the three months ended
September 30, 2008 compared with the three months ended September 30, 2007.  The
increase was principally due to growth in ClearPath revenue as the company 
closed several significant second-half deals in the current quarter.  
Notwithstanding this increase, the company still expects the secular decline of 
enterprise-class servers to continue for the full year of 2008 and beyond, with 
ClearPath revenue expected to be down significantly in the fourth quarter of 
2008 against the fourth quarter of 2007, which had strong mainframe sales.

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 54.3% for the three months ended 
September 30, 2008 compared with the three months ended September 30, 2007.  The
decline was principally due to the ending of the NUL royalties, discussed above,
as well as lower payment systems and third-party revenue.

Technology gross profit was 47.5% in the current quarter compared with 44.6% in 
the year-ago quarter.  Technology operating profit percent was 11.0% in the 
three months ended September 30, 2008 compared with an operating profit percent 
of 4.0% in the three months ended September 30, 2007.  These margin improvements
reflected the stronger ClearPath sales and revenue mix in the current quarter.


<PAGE> 20


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

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Nine Months Ended
September 30, 2008
------------------
Customer revenue          $3,953.7                 $3,486.2     $ 467.5
Intersegment                  -        $(162.2)         9.4       152.8
                          --------     -------      -------      ------
Total revenue             $3,953.7     $(162.2)    $3,495.6     $ 620.3
                          ========     =======      =======     =======
Gross profit percent          22.5%                    18.4%       43.4%
                          ========                  =======      ======
Operating profit 
  percent                      2.2%                     2.9%        3.1%
                          ========                  =======      ======

Nine Months Ended
September 30, 2007
------------------
Customer revenue          $4,116.8                  $3,579.1     $537.7
Intersegment                  -        $(148.7)         10.9      137.8
                          --------     -------      --------     ------
Total revenue             $4,116.8     $(148.7)     $3,590.0     $675.5
                          ========     =======      ========     ====== 
Gross profit percent          21.0%                     16.7%      43.7%
                          ========                  ========     ======
Operating profit            
  percent                      0.4%                      1.7%       2.4%
                          ========                  ========     ======

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):

                                     Nine Months                
                                   Ended Sept. 30         Percent
                                 ------------------      Increase
                                   2008       2007      (Decrease)
                                   ----       ----       ----------
Services 
 Systems integration
   and consulting                $1,094.7   $1,092.6         .2 %   
 Outsourcing                      1,529.7    1,497.7        2.1 %
 Infrastructure services            575.7      667.4      (13.7)%
 Core maintenance                   286.1      321.4      (11.0)% 
                                 --------   --------       
                                  3,486.2    3,579.1       (2.6)%
Technology
 Enterprise-class servers           384.7      411.8       (6.6)%    
 Specialized technologies            82.8      125.9      (34.2)%  
                                 --------   --------       
                                    467.5      537.7      (13.1)%
                                 --------   --------       
Total                            $3,953.7   $4,116.8       (4.0)%
                                 ========   ========       

In the Services segment, customer revenue was $3.49 billion for the nine months 
ended September 30, 2008, down 2.6% from the nine months ended September 30, 
2007.  Foreign currency translation had a 3-percentage-point positive impact on 
Services revenue in current period compared with the year-ago period.  

Revenue from systems integration and consulting of $1,094.7 million for the nine
months ended September 30, 2008 was flat when compared with $1,092.6 million for
the nine months ended September 30, 2007. 

Outsourcing revenue of $1,529.7 million for the nine months ended September 30, 
2008 increased 2.1% when compared with $1,497.7 million for the nine months 
ended September 30, 2007. 

Infrastructure services revenue decreased 13.7% for the nine month period ended 
September 30, 2008 compared with the nine month period ended September 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.


<PAGE> 21

Core maintenance revenue declined 11.0% 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 18.4% in the first nine months of 2008 compared with 
16.7% in the year-ago period.  Services operating profit percent was 2.9% in the
nine months ended September 30, 2008 compared with 1.7% in the nine months ended
September 30, 2007.  Services margins in 2008 reflect a decline in pension 
expense in gross profit of $51.1 million (income of $25.7 million for the nine 
months ended September 30, 2008 compared with expense of $25.4 million in the 
year-ago period) and a decline in pension expense in operating income of $60.8 
million (income of $27.8 million for the nine months ended September 30, 2008 
compared with expense of $33.0 million in the year-ago period).  

In the Technology segment, customer revenue was $468 million in the current 
period compared with $538 million in the year-ago period for a decrease of 
13.1%.  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 4-
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 6.6% for the nine months ended 
September 30, 2008 compared with the nine months ended September 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 34.2% for the nine months ended 
September 30, 2008 compared with the nine months ended September 30, 2007.  The 
decline was principally due to the ending of the NUL royalties, discussed above.

Technology gross profit was 43.4% in the nine months ended September 30, 2008 
compared with 43.7% in the nine months ended September 30, 2007.  Technology 
operating profit percent was 3.1% in the current period compared with 2.4% in 
the year-ago period.  


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 September 30, 2008 were $493.8 million compared 
with $830.2 million at December 31, 2007.  

During the nine months ended September 30, 2008, cash provided by operations was
$116.4 million compared with cash usage of $74.2 million for the nine months 
ended September 30, 2007.  The increase in operating cash flow was primarily 
driven by working capital improvements and a lower net loss.  Cash expenditures 
in the current-year period related to cost-reduction actions (which are included
in operating activities) were approximately $49 million compared with $124 
million for the prior-year period.  Cash expenditures for prior year cost-
reduction actions are expected to be approximately $6 million for the remainder 
of 2008, resulting in an expected cash expenditure of approximately $55 million 
in 2008 compared with $151.7 million in 2007.  The prior-year period included a 
tax refund of approximately $58 million.  

Cash used for investing activities for the nine months ended September 30, 2008 
was $226.4 million compared with cash usage of $219.5 million during the nine 
months ended September 30, 2007.  Items affecting cash used for investing 
activities were the following:  Net purchases of investments were $9.8 million 
for the nine months ended September 30, 2008 compared with net purchases of $7.7
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 $65.9 million compared with $73.0 million in the year-
ago period, capital additions of properties were $51.8 million in 2008 compared 
with $56.4 million in 2007 and capital additions of outsourcing assets were 
$96.6 million in 2008 compared with $108.4 million in 2007.  Cash used for 
investing activities in the nine months ended September 30, 2007 included $28.0 
million of proceeds from the sale of the company's media business.  During the 
nine months ended September 30, 2007, the company financed $22.7 million of 
internal use software licenses.


<PAGE> 22

Cash used for financing activities during the nine months ended September 30, 
2008 was $200.9 million compared with $5.4 million of cash provided during the 
nine months ended September 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 September 30, 2008, total debt was $1.06 billion, a decrease of $200.8 
million from December 31, 2007.

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 September 30, 2008, there were 
letters of credit of $62.6 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 replaced 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 September 
30, 2008 and December 31, 2007, the company had sold $144.5 million and $140 
million, respectively, of eligible receivables.

At September 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, which 
expires on December 1, 2008, covering $440 million of debt or equity securities.
The company expects to file a replacement registration statement with the 
Securities and Exchange Commission.


<PAGE> 23
           
Stockholders' equity increased $13.5 million during the nine months ended 
September 30, 2008, principally reflecting an improvement of $82.0 million in 
the funded status of the company's defined benefit plans and $34.0 million from 
share-based plans.  Partially offsetting these increases was a net loss of $72.1
million and foreign currency translation losses of $31.6 million. 


FACTORS THAT MAY AFFECT FUTURE RESULTS

From time to time, the company provides information containing "forward-looking"
statements, as defined in the Private Securities Litigation Reform Act of 1995. 
Forward-looking statements provide current expectations of future events and 
include any statement that does not directly relate to any historical or current
fact. Words such as "anticipates," "believes," "expects," "intends," "plans," 
"projects" and similar expressions may identify such forward-looking statements.
All forward-looking statements rely on assumptions and are subject to risks, 
uncertainties and other factors that could cause the company's actual results to
differ materially from expectations. Factors that could affect future results 
include, but are not limited to, those discussed below. Any forward-looking 
statement speaks only as of the date on which that statement is made. The 
company assumes no obligation to update any forward-looking statement to reflect
events or circumstances that occur after the date on which the statement is 
made.

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 
third quarter of 2008.  In addition, during the recent period of disruption in 
the financial markets, the market price for the company's common shares has 
declined substantially.  If current economic conditions continue or worsen, the 
company's ability to access credit or other capital markets could be affected.  
Adverse economic conditions, among other things, could also result in a decline 
in the IT budgets of the company's commercial and public sector customers, and 
the tightening of credit in financial markets could adversely affect the 
ability of the company's customers to obtain financing for operations, all of 
which could result in a decrease in demand for the company's products and 
services.  The company could also face a consolidation of firms in the 
financial services industry, which could also result in a decrease in demand.  
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'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.  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 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 lead to 
reduced demand for the company's products and services and 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. 


<PAGE> 24

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 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.

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. 


<PAGE> 25

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.

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, billing, accounting, compensation and management 
information systems. Any costs found to be overcharged or improperly allocated 
to a specific contract or any amounts improperly billed for products or services
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. 


<PAGE> 26

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.

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.  Current adverse credit conditions could also 
affect the company's ability to consummate acquisitions or divestments.  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. 



<PAGE> 27




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 September 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 September 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.
     
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 September 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 has taken 
and plans to take the following actions to remediate its material weakness: 

*     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 has added 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.  


<PAGE> 28


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 4.   Submission of Matters to a Vote of Security Holders
-------   ---------------------------------------------------

(a)    The company's 2008 Annual Meeting of Stockholders (Annual 
       Meeting) was held on July 24, 2008 in Philadelphia, Pennsylvania.

(b)    The following matters were voted upon at the Annual Meeting and received 
the following votes:

   (1) Election of Directors as follows:

   J.P. Bolduc - 257,202,172 votes for; 77,436,402 votes withheld

   James J. Duderstadt - 256,814,554 votes for; 77,824,020 votes withheld

   Matthew J. Espe - 265,045,369 votes for; 69,593,205 votes withheld

   Denise K. Fletcher - 265,100,626 votes for; 69,537,948 votes withheld

   Clay B. Lifflander - 291,685,167 votes for; 42,953,407 votes withheld

   
   (2) Ratification of the selection of the company's independent registered 
public accounting firm for 2008 - 327,201,566 votes for; 3,186,001 votes 
against; 4,251,007 abstentions.




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: November 6, 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     Agreement, dated October 6, 2008, between Unisys Corporation and 
         J. Edward Coleman (incorporated by reference to Exhibit 10.1 to the 
         Company's Current Report on Form 8-K dated October 7, 2008)

10.2     Executive Employment Agreement, dated October 7, 2008, between Unisys  
         Corporation and J. Edward Coleman (incorporated by reference to  
         Exhibit 10.2 to the Company's Current Report on Form 8-K dated  
         October 7, 2008)
    
12       Statement of Computation of Ratio of Earnings to Fixed Charges

31.1     Certification of J. Edward Coleman 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 J. Edward Coleman 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)

                            

                                  Nine             
                                  Months     
                                  Ended          Years Ended December 31
                                  Sept. 30 -----------------------------------
                                  2008      2007   2006   2005   2004   2003  
                                  --------  ----   ----   ----   ----   ----  
Fixed charges
Interest expense                  $ 64.3   $ 76.3 $ 77.2 $ 64.7 $ 69.0 $ 69.6
Interest capitalized during 
  the period                         6.8      9.1    9.9   15.0   16.3   14.5   
Amortization of debt issuance
  expenses                           3.0      3.8    3.8    3.4    3.5    3.8   
Portion of rental expense
  representative of interest        41.9     55.9   56.7   60.9   61.6   55.2   
                                   -----   ------ ------ ------ ------  ----- 
    Total Fixed Charges            116.0    145.1  147.6  144.0  150.4  143.1  
                                   =====   ====== ====== ====== ======  =====
                                
Earnings                             
Income (loss) from continuing
 operations before income taxes       .3      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**                         9.7     17.8   13.7   12.9   11.7   10.2
                                   -----   ------ ------ ------ ------  -----
    Subtotal                        10.0     21.3 (232.7)(165.2) (78.3) 374.5   

Add fixed charges per above        116.0    145.1  147.6  144.0  150.4  143.1
Less interest capitalized during
  the period                        (6.8)    (9.1)  (9.9) (15.0) (16.3) (14.5)
                                   -----   ------ ------ ------ ------ ------
Total earnings (loss)             $119.2   $157.3 $(95.0)$(36.2)$ 55.8 $503.1
                                  ======   ====== ====== ====== ====== ======
Ratio of earnings to fixed  
  charges                           1.03     1.08   *      *      *      3.52 
                                   =====   ====== ====== ====== ======  =====

* Earnings for the years ended December 31, 2006, 2005 and 2004 were inadequate 
to cover fixed charges by $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, J. Edward Coleman, 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: November 6, 2008


                                /s/ J. Edward Coleman
                                    -------------------------
                            Name:   J. Edward Coleman
                           Title:   Chairman of the Board 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: November 6, 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, J. Edward Coleman, Chairman of the Board 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 September 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: November 6, 2008



/s/ J. Edward Coleman
------------------------
J. Edward Coleman
Chairman of the Board 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 September 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: November 6, 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.