As filed with the Securities and Exchange Commission on November 26, 2008
                                                  Registration No. __________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               UNISYS CORPORATION
             (Exact name of registrant as specified in its charter)

        Delaware                                       38-0387840
(State of Incorporation)                 (I.R.S. Employer Identification No.)

                                   Unisys Way
                         Blue Bell, Pennsylvania 19424
                                 (215) 986-4011
                    (Address of principal executive offices)

                              UNISYS SAVINGS PLAN
                            (Full title of the Plan)

                             NANCY STRAUS SUNDHEIM
                             Senior Vice President,
                          General Counsel and Secretary
                               Unisys Corporation
                                   Unisys Way
                           Blue Bell, Pennsylvania 19424
                                 (215) 986-4008
                     (Name and address of agent for service)

                        CALCULATION OF REGISTRATION FEE

Indicate by check mark whether the registrant is a large accelerated filer, 
an accelerated filer, a non-accelerated filer, or a smaller reporting 
company.  See the definitions of "large accelerated filer," "accelerated 
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
  Large accelerated filer [x]                   Accelerated filer []

  Non-Accelerated filer []                      Smaller reporting company []
(Do not check if a smaller reporting company)


<TABLE>
=================================================================================================
<CAPTION>

Title of Securities       Amount         Proposed Maximum       Proposed Maximum       Amount of
      to be               to be           Offering Price       Aggregate Offering   Registration
    Registered          Registered (1)     per Share (2)           Price (2)             Fee
-------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                      <C>                <C>
Common Stock,           10,000,000         $0.45                    $4,500,000         $176.85
par value $.01            shares
per share
=================================================================================================
</TABLE>


(1) No more than 5,000,000 of the shares being registered hereby will be 
newly issued shares of Unisys Corporation.  Such shares will be issued as 
company matching contributions under the Unisys Savings Plan.  The remaining 
shares represent shares that are currently outstanding and that the company 
anticipates will be purchased in the open market by the Plan's trustee on 
behalf of Plan participants who elect to invest in the Unisys Common Stock 
Fund offered under the Plan.

(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the 
purpose of calculating the registration fee, based upon the average of the 
reported high and low sales prices for a share of Common Stock on 
November 20, 2008, as reported on the New York Stock Exchange.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this 
registration statement also covers an indeterminate amount of interests to be 
offered or sold pursuant to the Unisys Savings Plan.




<PAGE>
Page 2



    INCORPORATION OF DOCUMENTS BY REFERENCE TO PRIOR REGISTRATION STATEMENT

     This Registration Statement is filed for the purpose of registering 
10,000,000 additional shares of Common Stock, par value $.01 per share, of 
Unisys Corporation (the "Company") for use in connection with the Unisys 
Savings Plan (the "Plan").  A Registration Statement on Form S-8 
(No. 333-142695) (the "Prior Registration Statement") relating to the Plan is 
effective.  Accordingly, in accordance with General Instruction E to 
Form S-8, the Company incorporates by reference herein the contents of the 
Prior Registration Statement.  


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits

Exhibit No.                                 Description

   5               Opinion of Nancy Straus Sundheim, Esq. as to the legality 
                   of the shares of Common Stock covered by the Registration 
                   Statement

   23.1            Consent of Ernst & Young LLP, Independent Registered Public
                   Accounting Firm

   23.2            Consent of counsel (included in opinion filed as Exhibit 
                   5)

   24              Power of Attorney (included on the signature page hereof)







<PAGE>
Page 3

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Township of Whitpain, Commonwealth of 
Pennsylvania, on November 26, 2008.

                                   UNISYS CORPORATION

                                   By:  /s/ J. Edward Coleman
                                       -----------------------
                                       J. Edward Coleman
                                       Chairman of the Board and 
                                       Chief Executive Officer


                              POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes 
J. Edward Coleman, Janet Brutschea Haugen, Nancy Straus Sundheim and Scott A. 
Battersby, and each of them, with full power of substitution and full power 
to act without the other, his or her true and lawful attorney-in-fact and 
agent in his or her name, place and stead, to execute in the name and on 
behalf of such person, individually and in each capacity stated below, any 
and all amendments (including post-effective amendments) to this Registration 
Statement and all documents relating thereto, and to file the same, with all 
exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, and generally to do all such things in 
his or her name and on his or her behalf in his or her respective capacities 
as officers or directors of Unisys Corporation to comply with the provisions 
of the Securities Act of 1933, as amended, and all requirements of the 
Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on November 26, 2008.


Signature                                                Title
---------                                                -----

/s/ J. Edward Coleman                        Chairman of the Board, Chief 
-----------------------                      Executive Officer (principal 
J. Edward Coleman                            executive officer) and Director 

/s/ Janet Brutschea Haugen                   Senior Vice President and Chief
--------------------------                   Financial Officer (principal 
Janet Brutschea Haugen                       financial officer)

/s/ Scott Hurley                             Vice President and Corporate 
----------------------                       Controller (principal accounting 
Scott Hurley                                 officer)


<PAGE>
Page 4


/s/ Henry C. Duques                          Lead Director 
-------------------   
Henry C. Duques

/s/ J.P. Bolduc                              Director
---------------
J.P. Bolduc

/s/ Craig A. Conway                          Director
-------------------
Craig A. Conway

/s/ James J. Duderstadt                      Director
------------------------
James J. Duderstadt

/s/ Matthew J. Espe                          Director
----------------------
Matthew J. Espe

/s/ Denise K. Fletcher                       Director
----------------------
Denise K. Fletcher

/s/ Edwin A. Huston                          Director
-------------------
Edwin A. Huston

/s/ Clayton M. Jones                         Director
----------------------
Clayton M. Jones

/s/ Leslie F. Kenne                          Director
----------------------
Leslie F. Kenne

Clay B. Lifflander                           Director
------------------
Clay B. Lifflander

/s/ Theodore E. Martin                       Director
----------------------
Theodore E. Martin

Charles B. McQuade                           Director
------------------
Charles B. McQuade





<PAGE>
Page 5


                                 EXHIBIT INDEX


Exhibit 
   No. 
-------
   5              Opinion of Nancy Straus Sundheim, Esq. as to the legality 
                  of the shares of Common Stock covered by the Registration 
                  Statement

   23.1           Consent of Ernst & Young LLP, Independent Registered Public 
                  Accounting Firm

   23.2           Consent of counsel (included in opinion filed as Exhibit 5)

   24             Power of Attorney (included on the signature page hereof)





November 26, 2008

Unisys Corporation
Unisys Way
Blue Bell, PA 19424


Re:   Unisys Corporation Registration Statement on Form S-8 relating to the
      Unisys Savings Plan


Ladies and Gentlemen:

I am the Senior Vice President, General Counsel and Secretary of Unisys
Corporation, a Delaware corporation (the "Company"), and am rendering this
opinion in connection with the registration of an additional 10,000,000 
shares (the "Shares") of the Company's Common Stock, par value $.01 per 
share, on a registration statement on Form S-8 (the "Registration Statement") 
filed pursuant to the Securities Act of 1933, as amended (the "Act").  The 
Shares will be offered and sold pursuant to the Unisys Savings Plan (the 
"Plan").  No more than 5,000,000 of the Shares will be newly issued shares, 
issued as company matching contributions under the Plan (the "Newly Issued 
Shares").  The remaining Shares represent shares of the Company's Common Stock 
that are currently outstanding and that the Company anticipates will be 
purchased in the open market by the Plan's trustee on behalf of Plan 
participants who elect to invest in the Unisys Common Stock Fund offered under 
the Plan (the "Outstanding Shares").

I have reviewed the Registration Statement, the Company's Certificate
 of 
Incorporation and By-laws and such corporate records and other documents and
have made such investigations of law as I have deemed appropriate for
purposes of giving the opinion hereinafter expressed.

Based upon the foregoing and subject to the limitations set forth below, I am
of the opinion that the Outstanding Shares are and the Newly Issued Shares will 
be, when issued in accordance with the terms of the Plan, validly issued, fully 
paid and non-assessable.

With respect to the opinion set forth above, I have assumed that the 
consideration to be received by the Company upon the issuance of any Newly 
Issued Shares will be at least equal to the par value of such Shares.

I hereby consent to the filing of this opinion as Exhibit 5 to the 
Registration Statement.  In giving such consent, I do not thereby admit that
I am an expert with respect to any part of the Registration Statement, including
this exhibit, within the meaning of the term "expert" as used in the Act or the 
rules and regulations issued thereunder.

This opinion is limited to the General Corporation Law of the State of 
Delaware.


Very truly yours, 


Nancy Straus Sundheim


Consent of Independent Registered Public Accounting Firm 



We consent to the incorporation by reference in the Registration Statement 
on Form S-8 pertaining to the Unisys Savings Plan of Unisys Corporation of 
our reports dated February 28, 2008, with respect to the consolidated 
financial statements of Unisys Corporation and the effectiveness of internal 
control over financial reporting of Unisys Corporation, incorporated by 
reference in its Annual Report (Form 10-K) for the year ended December 31, 2007 
and the financial statement schedule of Unisys Corporation included therein, 
filed with the Securities and Exchange Commission. 



/s/ Ernst & Young LLP 


Philadelphia, Pennsylvania 
November 26, 2008