UNITED STATES          
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                    __________________________________

                                FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009

[ ]   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 has submitted electronically 
and posted on its corporate Web site, if any, every Interactive Data File 
required to be submitted and posted pursuant to Rule 405 of Regulation S-T 
(Section 232.405 of this chapter) during the preceding 12 months (or for such 
shorter period that the registrant was required to submit and post such files).

YES [ ]    NO [ ]

     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)

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).                YES [ ]    NO [X]


     Number of shares of Common Stock outstanding as of March 31, 2009
370,314,728.



<PAGE> 2


Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             UNISYS CORPORATION
                      CONSOLIDATED BALANCE SHEETS (Unaudited)
                                (Millions)
                                                                       
                                           March 31,   December 31,
                                             2009          2008
                                         -----------   ------------
Assets
------
Current assets
Cash and cash equivalents                 $  468.7       $  544.0
Accounts and notes receivable, net           720.8          818.5
Inventories:
   Parts and finished equipment               62.2           64.7
   Work in process and materials              59.6           70.7
Deferred income taxes                         19.8           23.8
Prepaid expenses and other current assets    122.4          116.7
                                          --------       --------
Total                                      1,453.5        1,638.4
                                          --------       --------

Properties                                 1,407.1        1,416.0
Less-Accumulated depreciation and
  amortization                             1,149.3        1,139.5
                                          --------       --------
Properties, net                              257.8          276.5
                                          --------       --------
Outsourcing assets, net                      285.0          314.9
Marketable software, net                     192.4          202.0
Prepaid postretirement assets                 27.4           20.7
Deferred income taxes                         83.2           87.6
Goodwill                                     188.9          189.4
Other long-term assets                       152.0           94.6
                                          --------       --------
Total                                     $2,640.2       $2,824.1
                                          ========       ========
Liabilities and stockholders' deficit
-------------------------------------
Current liabilities
Notes payable                             $     .1       $    -

Current maturities of long-term debt         301.0            1.5
Accounts payable                             321.3          379.2
Other accrued liabilities                    962.2        1,045.7
                                          --------       --------
Total                                      1,584.6        1,426.4
                                          --------       --------
Long-term debt                               759.3        1,059.1
Long-term postretirement liabilities       1,458.1        1,497.0
Other long-term liabilities                  262.7          265.4
Commitments and contingencies

Stockholders' deficit
Common stock, shares issued: 
  2009; 372.7, 2008, 372.1                     3.7            3.7
Accumulated deficit                       (2,620.4)      (2,596.0)
Treasury stock, shares at cost: 
  2009; 2.4, 2008; 2.2                       (44.8)         (44.8)
Paid-in capital                            4,102.6        4,099.3
Accumulated other comprehensive loss      (2,885.9)      (2,904.6)   
Noncontrolling interests                      20.3           18.6
                                          --------       --------
Total stockholders' deficit               (1,424.5)      (1,423.8)
                                          --------       --------
Total                                     $2,640.2       $2,824.1
                                          ========       ========

See notes to consolidated financial statements.
                                    



<PAGE> 3


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


                                         Three Months Ended March 31  
                                         ---------------------------   
                                             2009           2008     
                                           --------       --------   
                                                                     
Revenue                                                              
  Services                                 $  983.8       $1,137.1   
  Technology                                  116.1          164.2
                                           --------       --------   
                                            1,099.9        1,301.3
Costs and expenses
   Cost of revenue: 
     Services                                 805.1          922.2
     Technology                                71.8           85.9   
                                           --------       --------
                                              876.9        1,008.1
                            
Selling, general and administrative           173.6          232.5 
Research and development                       27.4           32.7 
                                           --------       --------   
                                            1,077.9        1,273.3        
                                           --------       --------   
Operating income                               22.0           28.0

Interest expense                               21.8           21.6
Other income (expense), net                    (6.7)          (1.1)          
                                           --------       --------   
Income (loss) before income taxes              (6.5)           5.3
                     
Provision for income taxes                     15.6           23.9          
                                           --------       --------   
Consolidated net loss                         (22.1)         (18.6)
Net income attributable to
  noncontrolling interests                     (2.3)          (4.8)
                                           --------       --------
Net loss attributable 
  to Unisys Corporation                    $  (24.4)      $  (23.4)
                                           ========       ========
Loss per share attributable 
  to Unisys Corporation
   Basic                                   $   (.07)      $   (.07)  
                                           ========       ========
   Diluted                                 $   (.07)      $   (.07)  
                                           ========       ========
                                           
                                           


See notes to consolidated financial statements.



<PAGE> 4

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

                                                    Three Months Ended
                                                         March 31
                                                    ------------------
                                                       2009      2008
                                                    --------   -------
                                                      
Cash flows from operating activities
Consolidated net loss                              $  (22.1)   $ (18.6)
Add (deduct) items to reconcile consolidated 
   net loss to net cash provided by (used for)
   operating activities:
Employee stock compensation                             2.1        6.0
Company stock issued for U.S. 401(k) plan                -         8.8
Depreciation and amortization of properties            23.7       26.7  
Depreciation and amortization of outsourcing assets    34.8       42.4  
Amortization of marketable software                    25.2       30.5  
Disposal of capital assets                             16.0        2.9   
Increase in deferred income taxes, net                  7.3         -      
Decrease in receivables, net                           83.7       42.5
Decrease (increase) in inventories                     11.8       (2.2)
Decrease in accounts payable and other
  accrued liabilities                                (116.8)    (129.0)
Decrease in other liabilities                          (4.5)     (19.3)
Increase in other assets                              (21.7)     (42.5)
Other                                                   (.2)       2.5
                                                    -------     ------
Net cash provided by (used for)
 operating activities                                  39.3      (49.3)
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                           94.3    1,646.6     
   Purchases of investments                           (94.4)  (1,675.9)
   Collateralized letters of credit                   (61.2)       -
   Investment in marketable software                  (15.5)     (22.4)
   Capital additions of properties                     (9.9)     (14.6)
   Capital additions of outsourcing assets            (21.9)     (27.9)
   Purchases of businesses                              (.4)       (.4)
                                                    -------     ------

Net cash used for investing activities               (109.0)     (94.6)
                                                    -------     ------
Cash flows from financing activities
   Net proceeds from short-term borrowings              .1        -    
   Payment of long-term debt                             -      (200.0)
   Financing fees                                        -         (.8)
                                                    -------     ------
Net cash provided by (used for) financing activities     .1     (200.8)
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                           (5.7)       4.7
                                                    -------     ------

Decrease in cash and cash equivalents                 (75.3)    (340.0)
Cash and cash equivalents, beginning of period        544.0      830.2
                                                    -------    -------
Cash and cash equivalents, end of period           $  468.7    $ 490.2
                                                   ========    =======



See notes to consolidated financial statements.



<PAGE> 5

Unisys Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


In the opinion of management, the financial information furnished herein 
reflects all adjustments necessary for a fair presentation of the financial 
position, results of operations and cash flows for the interim periods 
specified.  These adjustments consist only of normal recurring accruals except 
as disclosed herein.  Because of seasonal and other factors, results for 
interim periods are not necessarily indicative of the results to be expected 
for the full year.

The preparation of financial statements in conformity with U.S. generally 
accepted accounting principles requires management to make estimates and 
assumptions about future events.  These estimates and assumptions affect the 
amounts of assets and liabilities reported, disclosures about contingent assets 
and liabilities and the reported amounts of revenue and expenses.  Such 
estimates include the valuation of accounts receivable, inventories, 
outsourcing assets, marketable software, goodwill and other long-lived assets, 
legal contingencies, indemnifications, and assumptions used in the calculation 
of income taxes and retirement and other post-employment benefits, among others.
These estimates and assumptions are based on management's best estimates and 
judgment.  Management evaluates its estimates and assumptions on an ongoing 
basis using historical experience and other factors, including the current 
economic environment, which management believes to be reasonable under the 
circumstances.  Management adjusts such estimates and assumptions when facts 
and circumstances dictate.  Illiquid credit markets, volatile equity and 
foreign currency markets and reductions in information technology spending have 
combined to increase the uncertainty inherent in such estimates and assumptions.
As future events and their effects cannot be determined with precision, actual 
results could differ significantly from these estimates.  Changes in those 
estimates resulting from continuing changes in the economic environment will be 
reflected in the financial statements in future periods.

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, 2008 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, 2008. 

a. The following table shows how loss per share attributable to Unisys 
Corporation was computed for the three months ended March 31, 2009 and 2008 
(dollars in millions, shares in thousands):

                                                  Three Months Ended March 31,
                                                  ----------------------------
                                                      2009            2008
                                                   ---------       ----------
    Basic Loss Per Share
 
    Net loss attributable to Unisys Corporation    $  (24.4)       $   (23.4)
                                                   ========        =========
    Weighted average shares                         370,046          354,798
                                                   ========        =========
    Basic loss per share                           $   (.07)       $    (.07)
                                                   ========        =========
    Diluted Loss Per Share
    
    Net loss attributable to Unisys Corporation    $  (24.4)       $   (23.4)
                                                   ========        =========
    Weighted average shares                         370,046          354,798
    Plus incremental shares from assumed 
      conversions of employee stock plans               -               -   
                                                   --------        ---------
    Adjusted weighted average shares                370,046          354,798
                                                   ========        =========
    Diluted loss per share                         $   (.07)       $    (.07)
                                                   ========        =========



<PAGE> 6


At March 31, 2009 and 2008, 44.4 million and 37.0 million, respectively, of 
employee stock options were antidilutive and therefore excluded from the  
computation of diluted earnings per share. 

b. A breakdown of the individual components of the company's cost-reduction 
c. charges follows (in millions of dollars): 
                                                 Work-Force
                                                 Reductions       
                                              --------------      Idle
                         Headcount    Total    U.S.    Int'l.  Lease Cost
                         ---------    -----    ----    ------  ----------
Balance at December 
 31, 2008                    787     $ 95.8   $ 25.1   $ 27.2    $ 43.5
Utilized                    (600)     (28.3)    (9.3)   (12.7)     (6.3)
Changes in estimates  
  and revisions              (14)      (2.4)      .6     (2.2)      (.8)
Translation adjustments       -        (1.8)      -      (1.1)      (.7)
                          ------     ------    -----    -----    ------
Balance at March 31, 2009    173     $ 63.3    $16.4   $ 11.2    $ 35.7
                          ======     ======    =====    =====    ======
Expected future utilization:
2009 remaining nine months   173      $34.1    $16.4   $ 11.2    $  6.5
Beyond 2009                            29.2       -        -       29.2

  c.   Net periodic pension expense (income) for the three months ended March 
31, 2009 and 2008 is presented below (in millions of dollars):

                                     Three Months             Three Months
                                 Ended March 31, 2009     Ended March 31, 2008
                                ----------------------   ----------------------
                                        U.S.    Int'l.            U.S.    Int'l.
                                Total   Plans   Plans    Total    Plans   Plans
                                -----   -----   -----    -----    -----   -----

    Service cost               $  2.9  $   -     $ 2.9   $  8.3  $   -    $ 8.3 
    Interest cost                98.3    72.2     26.1    104.9    70.8    34.1
    Expected return on
      plan assets              (126.3)  (96.5)   (29.8)  (142.7) (102.1)  (40.6)
    Amortization of prior
      service cost                 .2      .2       -        .3      .2      .1
    Recognized net actuarial 
      loss                       22.0    20.9      1.1     17.7    13.8     3.9
                                -----   -----    -----    -----    ----   -----
    Net periodic pension
      expense (income)         $ (2.9) $ (3.2)    $ .3   $(11.5) $(17.3)  $ 5.8
                                =====   =====     ====   ======   =====   =====

The company currently expects to make cash contributions of approximately $90-
$95 million to its worldwide defined benefit pension plans in 2009 compared 
with $78.1 million in 2008.  For the three months ended March 31, 2009 and 
2008, $13.9 million and $19.1 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 2009.
 
The expense related to the company's match to the U.S. 401(k) plan for the 
three months ended March 31, 2009 and 2008 was zero and $12.1 million, 
respectively.  Effective January 1, 2009, the company match was suspended.
 
Net periodic postretirement benefit expense for the three months ended
March 31, 2009 and 2008 is presented below (in millions of dollars):

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                       2009          2008
                                                       ----          ----
    Service cost                                       $ .1         $ .3
    Interest cost                                       3.0          3.4
    Expected return on assets                           (.1)         (.1)
    Amortization of prior service cost                   .3           .9
    Recognized net actuarial loss                        .9          1.1
                                                       ----         ----
    Net periodic postretirement benefit expense        $4.2         $5.6
                                                       ====         ====

The company expects to make cash contributions of approximately $23 million to 
its postretirement benefit plan in 2009 compared with $19.5 million in 2008.  
For the three months ended March 31, 2009 and 2008, $5.0 million and $2.6 
million, respectively, of cash contributions have been made.



<PAGE> 7

d.    Due to its foreign operations, the company is exposed to the effects of 
foreign currency exchange rate fluctuations on the U.S. dollar, principally 
related to intercompany account balances. The company uses derivative financial 
instruments to manage its exposure to market risks from changes in foreign 
currency exchange rates on such balances.  The company enters into foreign 
exchange forward contracts, generally having maturities of one month, which 
have not been designated as hedging instruments in accordance with Statement of 
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments 
and Hedging Activities."  At March 31, 2009, the fair value of such contracts 
was a net loss of $.4 million, of which $.2 million has been recognized in 
"Prepaid expenses and other current assets" and $.6 million has been recognized 
in "Other accrued liabilities" in the company's consolidated balance sheet.  
For the three months ended March 31, 2009, changes in the fair value of these 
instruments was a loss of $.6 million, which has been recognized in earnings in 
"Other income (expense), net"  in the company's consolidated statement of 
income.

e.  Under 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.  At March 31, 2009, 14.3 million
shares of unissued common stock of the company were available for granting under
these plans.  
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:  
                                                    Three Months Ended March 31,
                                                ----------------------------
                                                       2009          2008
                                                       ----          ----

Weighted-average fair value of grant                   $.28         $1.60
Risk-free interest rate                                1.57%         3.63%
Expected volatility                                   58.28%        45.28% 
Expected life of options in years                      3.77          3.67 
Expected dividend yield                                 -              -

Restricted stock unit awards may contain time-based units, performance-based 
units or a combination of both.  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 all share-based expense in selling, general and 
administrative expense.

During the three months ended March 31, 2009 and 2008, the company recorded 
$2.1 million and $6.0 million of share-based compensation expense, 
respectively, which is comprised of $1.3 million and $5.9 million of restricted 
stock unit expense and $.8 million and $.1 million of stock option expense, 
respectively.  



<PAGE> 8


A summary of stock option activity for the three months ended March 31, 2009 
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, 2008           34,141       $16.35
Granted               11,427          .63
Forfeited and
   expired            (1,125)       16.87
                      ------
Outstanding at
   March 31, 2009     44,443        12.32            2.77          $ .1
                      ======
Vested and 
   expected to
   vest at 
   March 31, 2009     43,272        12.63            2.71            .1     
                      ======
Exercisable at
   March 31, 2009     31,603        16.99            1.93            -
                      ======

The aggregate intrinsic value represents the total 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 March 31, 2009.  The 
intrinsic value of the company's stock options changes based on the closing 
price of the company's stock.  The total intrinsic value of options exercised 
for the three months ended March 31, 2009 and for the three months ended March 
31, 2008 was zero since no options were exercised.  As of March 31, 2009, $2.6 
million of total unrecognized compensation cost related to stock options is 
expected to be recognized over a weighted-average period of 2.7 years.  
 A summary of restricted stock unit activity for the three months ended March 
31, 2009 follows (shares in thousands):
                                                                Weighted-
                                         Restricted             Average
                                           Stock                Grant Date
                                           Units                Fair Value
                                         ----------             ----------
Outstanding at
   December 31, 2008                       7,630                  $5.07
Granted                                    1,657                    .64
Vested                                      (501)                  5.18
Forfeited and expired                     (2,597)                  4.53  
                                           -----
Outstanding at
   March 31, 2009                          6,189                   4.09
                                           =====

The fair value of restricted stock units is determined based on the trading 
price of the company's common shares on the date of grant. The weighted-average 
grant-date fair value of restricted stock units granted during the three months 
ended March 31, 2009 and 2008 was $.64 and $4.12, respectively.  As of 
March 31, 2009, there was $7.6 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 1.5 years.  The total fair value of restricted share units vested during the 
three months ended March 31, 2009 and 2008 was $.4 million and $.8 million, 
respectively.   

Common stock issued upon exercise of stock options or upon lapse of 
restrictions on restricted stock units is newly issued shares.  Cash received 
from the exercise of stock options for the three months ended March 31, 2009 
and 2008 was zero.  The company is currently not recognizing any tax benefits 
from the exercise of stock options or upon issuance of stock upon lapse of 
restrictions on restricted stock units in light of its tax position.  Tax 
benefits resulting from tax deductions in excess of the compensation costs 
recognized are classified as financing cash flows. 



<PAGE> 9

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 March 31, 2009 and 2008 
was $1.5 million and $5.5 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.  

A summary of the company's operations by business segment for the three-month 
periods ended March 31, 2009 and 2008 is presented below (in millions of 
dollars):

                               Total    Corporate    Services    Technology
                               -----    ---------    --------    ----------
    Three Months Ended 
      March 31, 2009
    ------------------
    Customer revenue         $1,099.9                $  983.8     $ 116.1
    Intersegment                        $  (37.9)         1.7        36.2
                             --------   --------     --------     -------
    Total revenue            $1,099.9   $  (37.9)    $  985.5     $ 152.3
                             ========   ========     ========     =======
    Operating income (loss)  $   22.0   $   13.5     $   26.2     $ (17.7)
                             ========   ========     ========     =======
   
    Three Months Ended 
      March 31, 2008
    ------------------
    Customer revenue         $1,301.3                $1,137.1     $ 164.2
    Intersegment                        $  (43.7)         2.7        41.0
                             --------   --------     --------     -------
    Total revenue            $1,301.3   $  (43.7)    $1,139.8     $ 205.2
                             ========   ========     ========     =======
    Operating income (loss)  $   28.0   $    (.3)    $   26.7     $   1.6
                             ========   ========     ========     =======

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

                                            Three Months Ended March 31
                                            ---------------------------
  2009          2008
                                                   ----          ----
    Total segment operating profit (loss)         $  8.5        $ 28.3
    Interest expense                               (21.8)        (21.6)
    Other income (expense), net                     (6.7)         (1.1) 
    Corporate and eliminations                      13.5           (.3)  
                                                  ------        ------
    Total income (loss) before income taxes       $ (6.5)       $  5.3
                                                  ======        ======



<PAGE> 10


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

                                            Three Months Ended March 31
                                            ---------------------------
                                                  2009           2008
                                                  ----           ----
    Services 
     Systems integration and consulting        $  339.5       $  344.1
     Outsourcing                                  425.4          494.5
     Infrastructure services                      142.2          201.7
     Core maintenance                              76.7           96.8
                                                -------       --------
                                                  983.8        1,137.1  
   Technology
     Enterprise-class servers                      79.6          128.8
     Specialized technologies                      36.5           35.4
                                                -------       --------
                                                  116.1          164.2
                                                -------       --------
    Total                                      $1,099.9       $1,301.3
                                               ========       ========


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 Ended March 31
                                            ---------------------------
                                                  2009           2008
                                                  ----           ----
     United States                             $  538.5       $  536.9
     United Kingdom                               130.1          209.5
     Other foreign                                431.3          554.9
                                                -------       --------
        Total                                  $1,099.9       $1,301.3  
                                               ========       ========  


g.  Comprehensive income (loss) for the three months ended March 31, 2009 and 
2008 includes the following components (in millions of dollars):

                                                          2009       2008
                                                        ------     -------
    Consolidated net loss                              $ (22.1)    $ (18.6)   
                                                      --------     --------
    Other comprehensive income (loss)
    Cash flow hedges
       Loss                                                -          (.5) 
       Reclassification adjustments                        -           .3
    Foreign currency translation adjustments             (13.8)      (14.3)
    Postretirement adjustments                            31.9         6.0   
                                                       -------     -------
    Total other comprehensive income (loss)               18.1        (8.5)
                                                       -------     -------
    Consolidated comprehensive loss                       (4.0)      (27.1)
    Comprehensive income attributable to
       noncontrolling interests                            1.7         4.4  
                                                         -------     -------
    Comprehensive loss attributable to 
       Unisys Corporation                              $  (2.3)    $ (22.7)
                                                       =======     =======

Accumulated other comprehensive loss as of December 31, 2008 and March 31, 2009 
is as follows (in millions of dollars):
                                                       Post-       
                                        Translation   retirement  
                                 Total  Adjustments    Plans      
                                 -----  -----------    --------   
Balance at                   $(2,904.6)  $(701.5)     $(2,203.1)  
  December 31, 2008  

Change during period              18.7     (13.0)          31.7     
                              --------   -------      ---------  

Balance at March 31, 2009    $(2,885.9)  $(714.5)     $(2,171.4)  
                              ========   =======      =========  


<PAGE> 11

Noncontrolling interests as of December 31, 2008 and March 31, 2009 is as 
follows (in millions of dollars):

                                  Non-
                                  Controlling   
                                  Interests
                                  -----------   
Balance at December 31, 2008       $ 18.6    
Net income                            2.3
Translation adjustments               (.8)
Postretirement plans                   .2
                                   --------     
Balance at March 31, 2009          $ 20.3    
                                   ========     


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 customer's 
receipt.  The company will provide a workaround or correction for material 
errors in its software that prevents its use in a production environment.

The company estimates the costs that may be incurred under its warranties and 
records a liability in the amount of such costs at the time revenue is 
recognized.  Factors that affect the company's warranty liability include the 
number of units sold, historical and anticipated rates of warranty claims and 
cost per claim.  The company quarterly assesses the adequacy of its recorded 
warranty liabilities and adjusts the amounts as necessary.
    
Presented below is a reconciliation of the aggregate product warranty
liability (in millions of dollars):

                                                 Three Months Ended March 31,
                                                 ----------------------------
                                                       2009        2008
                                                       ----        ----
    Balance at beginning of period                    $ 5.2       $ 6.9 
    
    Accruals for warranties issued
      during the period                                  .5          .7
 
    Settlements made during the period                  (.7)        (.7) 

    Changes in liability for pre-existing warranties
      during the period, including expirations          (.5)       (1.1) 
                                                      -----       -----
    Balance at March 31                               $ 4.5       $ 5.8 
                                                      =====       =====

i.  Cash paid during the three months ended March 31, 2009 and 2008 for income
taxes was $8.5 million and $6.9 million, respectively.

Cash paid during the three months ended March 31, 2009 and 2008 for interest
was $24.0 million and $15.1 million, respectively.

j.  Effective January 1, 2009, the company adopted Statement of Financial 
Accounting Standards No. 141 (revised 2007), "Business Combinations" (SFAS No. 
141R).  SFAS No. 141R replaced SFAS No. 141, "Business Combinations," and 
established 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 to 
business combinations for which the acquisition date is on or after January 1, 
2009.  




<PAGE> 12


Effective January 1, 2009, the company adopted Statement of Financial 
Accounting Standards No. 160, "Noncontrolling Interests in Consolidated 
Financial Statements - an amendment to ARB No. 51" (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 (loss) 
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.  The presentation and disclosure requirements of SFAS 
No. 160 are required to be applied retrospectively for all periods presented.  
See note (m).  

Effective January 1, 2009, the company adopted Statement of Financial 
Accounting Standards 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.  See note (d).

In December 2008, the FASB issued FSP FAS 132(R)-1 "Employers' Disclosures 
about Postretirement Benefit Plan Assets."  This FSP provides guidance on an 
employer's disclosures about plan assets of a defined benefit pension or other 
postretirement plan.  The disclosures about plan assets required by FSP FAS 
132(R)-1 shall be provided for fiscal years ending after December 15, 2009, 
which is December 31, 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 Civil Division is also 
reviewing issues relating to cyber intrusion protection under the TSA and 
follow-on contracts.  The company is working cooperatively with the Civil 
Division.  The company does not know whether the Civil Division will pursue 
these matters, or, if pursued, what effect they might have on the company. 

The company has contracts with the General Services Administration (GSA), known 
as Multiple Award Schedule Contracts, under which various U.S. governmental 
agencies can purchase products and services from the company.  Auditors from 
the GSA's Office of Inspector General are reviewing the company's compliance 
with the disclosure and pricing provisions under two of these contracts, and 
whether the company has potentially overcharged the government under the 
contracts.  Separately, the company has made voluntary disclosures about these 
matters to the responsible GSA contracting officers.  The company is providing 
pricing and other information to the GSA auditors and is working cooperatively 
with them.  As the audit is on-going, the company cannot predict the outcome at 
this time.



<PAGE> 13


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. The company 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.  The litigation is proceeding.

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.  The company believes it has valid defenses and has filed its 
defense and a counterclaim in the amount of approximately 1.5 million euros.  
The litigation is proceeding.

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.  The company believes it has valid defenses 
and has filed its defense and a counterclaim in the amount of approximately 8.6 
million euros.  The litigation is proceeding.

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 March 31, 
2009, 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 d
eferred 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 uses 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 depending on the geographic distribution of income.

m. Certain prior year amounts have been reclassified due to the adoption of 
SFAS No. 160, see note (j).  As a result of the adoption, the following 
retroactive adjustment was made: the December 31, 2008 noncontrolling 
interests' balance of $30.5 million, previously presented in other long-term 
liabilities, has been presented as part of stockholders' deficit.  Also, in 
connection with the adoption, the December 31, 2008 noncontrolling interests 
portion of the postretirement plans of $11.9 million, which had previously been 
included in Accumulated Other Comprehensive Income, has been reported as a 
reduction in the noncontrolling interests included in stockholders' deficit.



<PAGE> 14


n. On April 30, 2009, the company announced that it had commenced a private 
offer to exchange its 6 7/8% senior notes due 2010 (the 2010 Notes), its 8% 
senior notes due 2012, its 12 1/2% senior notes due 2016 (the 2016 Notes) and 
its 8 1/2% senior notes due 2015 (the 2015 Notes) in a private placement for up 
to $375 million aggregate principal amount of new 12 5/8% senior secured notes 
due 2014 (the New Secured Notes) to be issued by the company.  The New Secured 
Notes will be guaranteed by Unisys Holding Corporation, a wholly-owned Delaware 
corporation that directly or indirectly holds the shares of substantially all 
of the company's foreign subsidiaries, and by the company's other current and 
future material U.S. subsidiaries.  The New Secured Notes will be secured on a 
first-priority lien basis (subject to permitted prior liens) by substantially 
all of the company's assets, except (i) accounts receivable that are subject to 
one or more receivables facilities, (ii) real estate, (iii) the stock or 
indebtedness of the company's U.S. operating subsidiaries, (iv) cash or cash 
equivalents securing reimbursement obligations under letters of credit or 
surety bonds and (v) certain other excluded assets.  A portion of the assets 
that will secure the New Secured Notes are currently pledged in favor of 
lenders under the company's revolving credit facility.  If the revolving credit 
facility has not yet expired in accordance with its terms, the company intends 
to terminate the facility on or prior to the date it issues the New Secured 
Notes.  Concurrently with the exchange offer, the company is privately offering 
New Secured Notes to eligible holders of the 2015 Notes and the 2016 Notes.  In 
order to participate in the exchange offer, holders of 2015 Notes and 2016 
Notes must subscribe for New Secured Notes in the concurrent offering.  It is a 
condition to the completion of the exchange offer that (i) notes representing 
at least 40% of the aggregate principal amount of the 2010 Notes have been 
tendered and (ii) a minimum of $200 million in aggregate principal amount of 
New Secured Notes be issuable upon the settlement of the exchange offer and the 
concurrent notes offering.  The exchange offer will expire on May 28, 2009, 
unless it is extended or earlier terminated.  


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 first-quarter 2009 financial results were impacted by the 
challenging global economic environment and the negative effect of foreign 
currency exchange on revenue and gross margins.  First-quarter 2009 revenue 
declined 15% over the year-ago quarter.  Foreign exchange rates had an 
approximately 10 percentage-point negative impact on revenue in the quarter.  
While the company reported progress in reducing expenses and improving 
operating margins in its services business in the quarter, this reduction in 
expenses was more than offset by lower revenue, particularly in the company's 
technology business.

For the first quarter of 2009, the company reported operating profit of $22.0 
million compared with an operating profit of $28.0 million in the year-ago 
period.  Services operating profit percent was 2.7% for the first quarter 
compared with an operating profit percent of 2.3% in the year-ago period.  For 
the first quarter of 2009, the company reported a tax provision of $15.6 
million compared with a tax provision of $23.9 million in the year-ago period. 
For the three months ended March 31, 2009, the company reported a net loss 
attributable to Unisys Corporation of $24.4 million, or $.07 per share, 
compared with a net loss attributable to Unisys Corporation of $23.4 million, 
or $.07 per share, for the three months ended March 31, 2008.  

Results of operations

Company results
     
Revenue for the quarter ended March 31, 2009 was $1.10 billion compared with 
$1.30 billion for the first quarter of 2008, a decrease of 15% from the prior 
year.  Foreign currency fluctuations had a 10-percentage-point negative impact 
on revenue in the current period compared with the year-ago period.   Services 
revenue declined 13% and Technology revenue declined 29% in the current quarter 
compared with the year-ago period.  U.S. revenue was up slightly in the first 
quarter compared with the year-ago period, principally driven by increases in 
Federal government revenue.  International revenue decreased 27% in the current 
quarter principally due to declines in Europe, Brazil and Japan.  On a constant 
currency basis, international revenue declined 10% in the three months ended 
March 31, 2009 compared with the three months ended March 31, 2008.



<PAGE> 15

For the three months ended March 31, 2009 pension income was $2.9 million 
compared with pension income of $11.5 million for the three months ended March 
31, 2008.  The decrease in pension income in 2009 from 2008 was principally due 
to lower returns on plan assets worldwide. The company records pension income 
or expense, as well as other employee-related costs such as payroll taxes and 
medical insurance costs, in operating income in the following income statement 
categories:  cost of revenue; selling, general and administrative expenses; and 
research and development expenses.  The amount allocated to each category is 
based on where the salaries of active employees are charged.

Total gross profit margin was 20.3% in the three months ended March 31, 2009 
compared with 22.5% in the three months ended March 31, 2008.  The decrease in 
gross profit margin principally reflects the decline in revenue which more than 
offset the benefits derived in 2009 from the prior-year cost reduction actions.

Selling, general and administrative expense in the three months ended March 31, 
2009 was $173.6 million (15.8% of revenue) compared with $232.5 million (17.9% 
of revenue) in the year-ago period.  The decrease in selling, general and 
administrative expense reflects the benefits derived in 2009 from the prior-
years' cost reduction actions as well as foreign currency exchange fluctuations.

Research and development (R&D) expenses in the first quarter of 2009 were $27.4 
million compared with $32.7 million in the first quarter of 2008.  The decrease 
in R&D expenses in 2009 compared with 2008 principally reflects changes in the 
company's development model as the company has focused its investments on value-
added software and services while partnering with outside companies on hardware 
and systems design and development.
 	
For the first quarter of 2009, the company reported an operating profit of 
$22.0 million compared with an operating profit of $28.0 million in the first 
quarter of 2008.  

Interest expense for the three months ended March 31, 2009 was $21.8 million 
compared with $21.6 million for the three months ended March 31, 2008.  

Other income (expense), net was an expense of $6.7 million in the first quarter 
of 2009, compared with expense of $1.1 million in 2008.  The increase in 
expense was principally due to foreign exchange losses of $7.0 million in the 
three months ended March 31, 2009 compared with losses of $.3 million in the 
three months ended March 31, 2008. 

Income (loss) before income taxes for the three months ended March 31, 2009 was 
a loss of $6.5 million compared with income of $5.3 million in 2008.  The 
provision for income taxes was $15.6 million in the current quarter compared 
with a provision of $23.9 million in the year-ago period.  The current quarter 
provision for income taxes includes the favorable impact of a tax rate change 
of $1.1 million, a U.S. refundable credit of $2.0 million and a foreign tax 
refund of $2.7 million related to a 2008 refund claim.  As discussed in note 
(l) of the Notes to Consolidated Financial Statements, 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.

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> 16

Also included in the Technology segment's sales and operating income are sales 
of hardware and software sold to the Services segment for internal use in 
Services engagements.  The amount of such profit included in operating income 
of the Technology segment for the three months ended March 31, 2009 and 2008 
was $1.5 million and $5.5 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.  

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

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
March 31, 2009
------------------
Customer revenue          $1,099.9                 $  983.8     $ 116.1
Intersegment                           $ (37.9)         1.7        36.2
                          --------     -------      -------      ------
Total revenue             $1,099.9     $ (37.9)    $  985.5     $ 152.3 
                          ========    ========     ========     =======

Gross profit percent          20.3%                    16.2%       33.2%
                          ========                  =======      ======
Operating profit 
  (loss) percent               2.0%                     2.7%      (11.7)%
                          ========                  =======      ======


Three Months Ended
March 31, 2008
------------------
Customer revenue          $1,301.3                 $1,137.1     $ 164.2
Intersegment                           $ (43.7)         2.7        41.0
                          --------     -------      -------      ------
Total revenue             $1,301.3     $ (43.7)    $1,139.8     $ 205.2  
                          ========     ========     ========     =======

Gross profit percent          22.5%                    18.5%       42.9%
                          ========                  =======      ======
Operating profit percent       2.2%                     2.3%         .8%
                          ========                  =======      ======
                      
Gross profit percent and operating income percent are as a percent of total 
revenue.



<PAGE> 17

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


                                    Three Months                
                                   Ended March 31           
                                 ------------------      Percent   
                                   2009       2008        Change    
                                   ----       ----       --------     
    Services 
     Systems integration
       and consulting            $  339.5    $ 344.1       (1.3)%   
     Outsourcing                    425.4      494.5      (14.0)%
     Infrastructure services        142.2      201.7      (29.5)%
     Core maintenance                76.7       96.8      (20.8)% 
                                 --------   --------       
                                    983.8    1,137.1      (13.5)%
    Technology
     Enterprise-class servers        79.6      128.8      (38.2)%    
     Specialized technologies        36.5       35.4         3.1%  
                                 --------   --------       
                                    116.1      164.2      (29.3)%
                                 --------   --------       
    Total                        $1,099.9   $1,301.3      (15.5)%
                                 ========   ========       


In the Services segment, customer revenue was $983.8 million for the three 
months ended March 31, 2009 down 13.5% from the three months ended March 31, 
2008.  Foreign currency translation had an 11-percentage-point negative impact 
on Services revenue in the current quarter compared with the year-ago period.  

Revenue from systems integration and consulting decreased 1.3% from $344.1
million in the March 2008 quarter to $339.5 million in the March 2009 quarter.  

Outsourcing revenue decreased 14.0% for the three months ended March 31, 2009 
to $425.4 million compared with the three months ended March 31, 2008, as both 
information technology outsourcing (ITO) and business processing outsourcing 
(BPO) declined. 

Infrastructure services revenue declined 29.5% for the three month period ended 
March 31, 2009 compared with the three month period ended March 31, 2008.  The 
decline was due to weakness in demand for network design and consulting 
projects, the shift of project-based infrastructure work to managed outsourcing 
contracts and the company's shift away from low-margin project work.

Core maintenance revenue declined 20.8% in the current quarter compared with 
the prior-year quarter.  The company expects the secular decline of core 
maintenance to continue.

Services gross profit was 16.2% in the first quarter of 2009 compared with 
18.5% in the year-ago period, reflecting the lower revenue level.  Services 
operating income percent was 2.7% in the three months ended March 31, 2009 
compared with 2.3% in the three months ended March 31, 2008.  The increase in 
Services operating profit margin was principally due to the benefits derived 
from the cost reduction actions.    

In the Technology segment, customer revenue was $116.1 million in the current 
quarter compared with $164.2 million in the year-ago period for a decrease of 
29.3%.  Foreign currency translation had a negative impact of approximately 6-
percentage points on Technology revenue in the current period compared with the 
prior-year period.  The decline in Technology revenue in 2009 reflects lower 
sales of high-end mainframe systems, primarily in Japan, as clients deferred 
planned purchases in a weak economic environment, as well as the expiration of 
a royalty from Nihon Unisys Limited (NUL). The company had recognized revenue 
of $18.8 million per quarter ($8.5 million in enterprise-class servers and 
$10.3 million in specialized technologies) under this royalty agreement over 
the three-year period ended March 31, 2008.  The expiration of this royalty 
from NUL contributed about 9 percentage points of the technology segment's 29% 
decline in revenue.  

Revenue from the company's enterprise-class servers, which includes the 
company's ClearPath and ES7000 product families, decreased 38.2% for the three 
months ended March 31, 2009 compared with the three months ended March 31, 2008.
As mentioned above, technology sales during the quarter slowed as clients 
tightened spending on information technology projects due to economic concerns.
Also contributing to the decrease in revenue was the secular decline in the 
enterprise-class server market, which the company expects to continue.



<PAGE> 18

Revenue from specialized technologies, which includes third-party technology 
products and the company's payment systems products, increased 3.1% for the 
three months ended March 31, 2009 compared with the three months ended 
March 31, 2008.  

Technology gross profit was 33.2% in the current quarter compared with 42.9% in 
the year-ago quarter.  Technology operating income percent (loss) percent was 
(11.7)% in the three months ended March 31, 2009 compared with .8% in the three 
months ended March 31, 2008.  The declines in gross profit and operating profit 
margin in 2009 compared with 2008 reflect the lower levels of mainframe sales, 
primarily in Japan, and loss of the NUL royalty. 

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

The company's principal sources of liquidity are cash on hand, cash from 
operations and its U.S. trade accounts receivable facility, which is discussed 
below.  The company's anticipated future cash expenditures include 
contributions to its defined benefit pension plans and payments in respect of 
cost-reduction actions.  The company also has a revolving credit facility, 
which expires on May 31, 2009 that provides for loans and letters of credit up 
to an aggregate of $275 million.  Given the global economic slowdown and 
resultant tight credit markets, the company does not plan to renew or replace 
this facility before its expiration.  As discussed below, on April 30, 2009, 
the company announced that it had commenced a private offer to exchange its 
outstanding senior notes, including its $300 million 6 7/8% senior notes due in 
March 2010 (the 2010 Notes), in a private placement for new senior secured 
notes due in 2014.  The company's ability to successfully complete this 
exchange could be affected by credit market conditions.  As of March 31, 2009, 
the $300 million of 2010 Notes has been classified as a current liability.  The 
volatility and disruption in financial markets could also impact the company's 
ability to utilize surety bonds, letters of credit, foreign exchange 
derivatives and other financial instruments the company uses to conduct its 
business.  In addition to actions to reduce its cost structure, the company 
will continue to focus on working capital management and to tightly manage 
capital expenditures.  Given these actions and its cash on hand at March 31, 
2009, the company believes that it will have adequate sources of liquidity to 
meet its expected near-term cash requirements.   

Cash and cash equivalents at March 31, 2009 were $468.7 million compared with 
$544.0 million at December 31, 2008.  The decline was primarily due to the use 
of $61.2 million of cash to collateralize letters of credit as discussed below.
The $61.2 million has been reported in the company's consolidated balance sheet 
in "Other long-term assets." 

During the three months ended March 31, 2009, cash provided by operations was 
$39.3 million compared with cash usage of $49.3 million for the three months 
ended March 31, 2008.  Cash expenditures in the current quarter related to cost-
reduction actions (which are included in operating activities) were 
approximately $26.7 million compared with $21.4 million for the prior-year 
quarter.  Cash expenditures for prior year cost-reduction actions are expected 
to be approximately $34.1 million for the remainder of 2009, resulting in an 
expected cash expenditure of approximately $60.8 million in 2009 compared with 
$60.4 million in 2008.  

Cash used for investing activities for the three months ended March 31, 2009 
was $109.0 million compared with cash usage of $94.6 million during the three 
months ended March 31, 2008.  Items affecting cash used for investing 
activities were the following:  Net purchases of investments were $.1 million 
for the three months ended March 31, 2009 compared with net purchases of $29.3 
million in the prior-year period.  Proceeds from investments and purchases of 
investments represent derivative financial instruments used to manage the 
company's currency exposure to market risks from changes in foreign currency 
exchange rates. The amount of proceeds and purchases of investments has 
declined significantly from last year, principally reflecting the fact that in 
the fourth quarter of 2008, the company capitalized certain intercompany 
balances for foreign subsidiaries which reduced the need for these derivatives.
During the three months ended March 31, 2009, the company used $61.2 million of 
cash to collateralize letters of credit (see below).  In addition, in the 
current quarter, the investment in marketable software was $15.5 million 
compared with $22.4 million in the year-ago period, capital additions of 
properties were $9.9 million in 2009 compared with $14.6 million in 2008 and 
capital additions of outsourcing assets were $21.9 million in 2009 compared 
with $27.9 million in 2008. The company has announced that it plans to reduce 
capital expenditures from $294.5 million in 2008 to approximately $200 - $225 
million in 2009. 


<PAGE> 19


Cash provided by financing activities during the three months ended March 31, 
2009 was $.1 million compared with $200.8 million of cash used during the three 
months ended March 31, 2008.  The decrease 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 March 31, 2009, total debt was $1.06 billion, a decrease of $.2 million from 
December 31, 2008.

The company's revolving credit facility, which expires on May 31, 2009, 
provides for loans and letters of credit up to an aggregate of $275 million.  
As of March 31, 2009, there were no cash borrowings under the facility.  The 
credit facility is secured by the company's assets, except that the collateral 
does not include accounts receivable that are subject to the receivables 
facility, U.S. real estate or the stock or indebtedness of the company's U.S. 
operating subsidiaries.  Under the terms of the maturing facility, the lenders 
could require the company to cash collateralize the letters of credit 
outstanding under the facility beginning on March 2, 2009.  The amount of 
letters of credit issued by these lenders collateralized at March 31, 2009 was 
$61.2 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.  

In addition, the company and certain international subsidiaries have access to 
uncommitted lines of credit from various banks.  

On April 30, 2009, the company announced that it had commenced a private offer 
to exchange its 2010 Notes, its 8% senior notes due 2012, its 12 1/2% senior 
notes due 2016 (the 2016 Notes) and its 8 1/2% senior notes due 2015 (the 2015 
Notes) in a private placement for up to $375 million aggregate principal amount 
of new 12 5/8% senior secured notes due 2014 (the New Secured Notes) to be 
issued by the company.  The New Secured Notes will be guaranteed by Unisys 
Holding Corporation, a wholly-owned Delaware corporation that directly or 
indirectly holds the shares of substantially all of the company's foreign 
subsidiaries, and by the company's other current and future material U.S. 
subsidiaries.  The New Secured Notes will be secured on a first-priority lien 
basis (subject to permitted prior liens) by substantially all of the company's 
assets, except (i) accounts receivable that are subject to one or more 
receivables facilities, (ii) real estate, (iii) the stock or indebtedness of 
the company's U.S. operating subsidiaries, (iv) cash or cash equivalents 
securing reimbursement obligations under letters of credit or surety bonds and 
(v) certain other excluded assets.  A portion of the assets that will secure 
the New Secured Notes are currently pledged in favor of lenders under the 
company's revolving credit facility discussed above.  If the revolving credit 
facility has not yet expired in accordance with its terms, the company intends 
to terminate the facility on or prior to the date it issues the New Secured 
Notes.  Concurrently with the exchange offer, the company is privately offering 
New Secured Notes to eligible holders of the 2015 Notes and the 2016 Notes.  In 
order to participate in the exchange offer, holders of 2015 Notes and 2016 
Notes must subscribe for New Secured Notes in the concurrent offering.  It is a 
condition to the completion of the exchange offer that (i) notes representing 
at least 40% of the aggregate principal amount of the 2010 Notes have been 
tendered and (ii) a minimum of $200 million in aggregate principal amount of 
New Secured Notes be issuable upon the settlement of the exchange offer and the 
concurrent notes offering.  The exchange offer will expire on May 28, 2009, 
unless it is extended or earlier terminated.  There can be no assurance that 
the exchange offer and concurrent notes offering will be completed.  The 
exchange offer, the concurrent offering and the New Secured Notes have not been 
and will not be registered under the Securities Act of 1933, as amended (the 
Securities Act), or any state securities laws.  The company is not required to 
register to exchange the New Secured Notes for resale under the Securities Act, 
or the securities laws of any other jurisdiction and it is not required to 
offer to exchange the New Secured Notes for notes registered under the 
Securities Act or the securities laws of any other jurisdiction and it has no 
present intention to do so.  


<PAGE> 20


On May 16, 2008, the company entered into a 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.   Under the facility, receivables are sold at a discount that 
reflects, among other things, a yield based on LIBOR subject to a minimum rate.
The 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 2010 Notes 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 March 31, 2009 and December 31, 2008, the 
company had sold $120 million and $141 million, respectively, of eligible 
receivables.

At March 31, 2009, 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 currently expects to make cash contributions of approximately $90-
$95 million to its worldwide, primarily non-U.S., defined benefit pension plans 
in 2009.  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 2009.  Previously, the company had 
expected to be required to contribute a maximum of approximately $90 million of 
cash to its U.S. qualified defined benefit pension plan in 2010.  Under 
recently clarified IRS regulations, the company does not expect to be required 
to make a cash contribution in 2010 to fund its U.S. qualified defined benefit 
pension plan.

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 an effective registration 
statement covering $440 million of debt or equity securities, which expires in 
May 2009 and enables the company to be prepared for future market opportunities.
In November 2008, the company filed a registration statement for an additional 
$660 million of securities.  This registration statement is not yet effective.
           

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: 


<PAGE> 21


THE COMPANY'S BUSINESS IS AFFECTED BY THE ECONOMIC AND BUSINESS ENVIRONMENT. 
The company's recent financial results have been impacted by the global 
economic slowdown.  The company has seen this slowdown particularly in its 
financial services business but also in other key commercial industries, as 
clients reacted to economic uncertainties by reducing information technology 
spending.  Decreased demand for the company's services and products has 
impacted its revenue and profit margins.  If current economic conditions 
continue or worsen, including if the company's customers are unable to obtain 
financing to purchase the company's services and products due to tight credit 
conditions, the company could see further reductions in demand and increased 
pressure on revenue and profit margins.  The company could also see a further 
consolidation of firms in the financial services industry, which could also 
result in a decrease in demand.  In addition, during the recent period of 
disruption in the financial markets, the market price for the company's common 
shares has declined substantially.  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 MAY DEPEND ON ITS ABILITY TO ACCESS EXTERNAL 
CREDIT MARKETS.  The capital and credit markets have been experiencing extreme 
volatility and disruption.  In addition, the commercial lending market has 
contracted, with limited new loan originations or refinancings taking place.  
Based on the current lending environment, the company expects to have 
difficulty accessing significant additional capital in the credit markets on 
acceptable terms.  Given tight credit markets, along with the company's credit 
rating, the company does not plan to renew or replace its existing revolving 
credit facility before its expiration on May 31, 2009.  Also, the company's 
ability to successfully complete the exchange offer for its senior notes could 
be affected by credit market conditions.  The turmoil and volatility in 
financial markets may also impact the company's ability to utilize surety 
bonds, letters of credit, foreign exchange derivatives and other financial 
instruments the company uses to conduct its business.  Although the company 
intends to use cash on hand to address its liquidity needs, its ability to do 
so assumes that its operations will continue to generate sufficient cash and 
that its cash requirements will not materially exceed current estimates.

THE COMPANY HAS SIGNIFICANT PENSION OBLIGATIONS.  The company has unfunded 
obligations under its U.S. and non-U.S. defined benefit pension plans.  The 
company expects to make cash contributions of approximately $90-$95 million to 
its worldwide, primarily non-U.S., defined benefit pension plans in 2009.  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 2009.  In addition, under recently issued IRS 
regulations, the company currently believes that it will not be required to 
fund its U.S. qualified defined benefit pension plan in 2010.  A further 
deterioration in the value of the company's worldwide defined benefit pension 
plan assets could require the company to make larger cash contributions to its 
defined benefit pension plans in the future.  In addition, the funding of plan 
deficits over a shorter period of time than currently anticipated could result 
in making cash contributions to these plans on a more accelerated basis.  
Either of these events would reduce the cash available for working capital and 
other corporate uses and may have an adverse impact on the company's 
operations, financial condition and liquidity.

THE COMPANY'S FUTURE RESULTS WILL DEPEND ON THE SUCCESS OF ITS TURNAROUND 
PROGRAM.  Over the past several years, the company has implemented and is 
continuing to implement, significant cost-reduction measures intended to 
achieve profitability.  The company has incurred significant cost reduction 
charges in connection with these efforts.  If the cost reduction actions are 
not fully completed or are not completed in a timely manner, the company may 
not realize their full potential benefits.  The expected amount of anticipated 
cost savings from these actions is also subject to currency exchange rate 
fluctuations with regard to actions taken outside the United States.  Future 
results will also depend in part on the success of the company's program to 
focus its global resources and simplify its business structure.  This program 
is 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> 22


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 for such reasons as 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 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 turnaround program.  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> 23


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 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.  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. 

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.  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. 



<PAGE> 24

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. 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.

IF THE COMPANY DOES NOT MEET NEW YORK STOCK EXCHANGE LISTING REQUIREMENTS, ITS 
COMMON STOCK MAY BE DELISTED.  The company's common stock is listed on the New 
York Stock Exchange (NYSE) and is subject to various NYSE listing requirements.
The company was notified in writing by the NYSE on December 4, 2008 that it was 
below the NYSE's criteria for continued listing because the average per share 
closing price of the common stock over a consecutive 30-trading-day period was 
less than $1.00.  On December 12, 2008, the company notified the NYSE of its 
intent to take actions to cure the deficiency, including a plan to pursue a 
reverse stock split.  If the company fails to complete the reverse stock split 
or otherwise fails to meet the NYSE listing requirements, the NYSE may suspend 
trading in the company's common stock or delist it from the NYSE.  A delisting 
could negatively impact the company by reducing the liquidity and market price 
of the common stock and reducing the number of investors willing to hold or 
acquire it, which could negatively affect the company's ability to raise equity 
financing.

THE COMPANY COULD FACE BUSINESS AND FINANCIAL RISK IN IMPLEMENTING FUTURE 
DISPOSITIONS OR ACQUISITIONS.   As part of the company's business strategy, it 
may from time to time consider disposing of existing technologies, products and 
businesses that may no longer be in alignment with its strategic direction, 
including transactions of a material size or acquiring complementary 
technologies, products and businesses.  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.  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.  
Further, with respect to both dispositions and acquisitions, management's 
attention could be diverted from other business concerns.  Current adverse 
credit conditions could also affect the company's ability to consummate 
divestments or acquisitions.  The risks associated with dispositions and 
acquisitions 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 dispositions or 
acquisitions 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. 

<APGE> 25


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 Consolidated Financial 
Statements for more information on litigation. The company believes that it has 
valid defenses with respect to legal matters pending against it.  Litigation is 
inherently unpredictable, however, and it is possible that the company's 
results of operations or cash flow could be affected in any particular period 
by the resolution of one or more of the legal matters pending against it.   



I
tem 3. Quantitative and Qualitative Disclosures About Market Risk
------------------------------------------------------------------

There has been no material change in the company's assessment of its 
sensitivity to market risk since its disclosure in its Annual Report on Form 
10-K for the fiscal year ended December 31, 2008.



Item 4.  Controls and Procedures
--------------------------------
The Company's management, with the participation of the Company's Chief 
Executive Officer and Chief Financial Officer, has evaluated the effectiveness 
of the Company's disclosure controls and procedures as of March 31, 2009. Based 
on this evaluation, the Company's Chief Executive Officer and Chief Financial 
Officer concluded that the Company's disclosure controls and procedures were 
effective for gathering, analyzing and disclosing the information the Company 
is required to disclose in the reports it files under the Securities Exchange 
Act of 1934, within the time periods specified in the SEC's rules and forms. 
Such evaluation did not identify any change in the Company's internal control 
over financial reporting that occurred during the quarter ended March 31, 2009 
that has materially affected, or is reasonably likely to materially affect, the 
Company's internal control over financial reporting.



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


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

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



Item 1A.  Risk Factors
-------   ------------

See "Factors that may affect future results" in Management's Discussion and 
Analysis of Financial Condition and Results of Operations for a discussion of 
risk factors.




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

(a)       Exhibits

          See Exhibit Index


<PAGE> 26


 

                               SIGNATURES
                               ----------



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



                                              UNISYS CORPORATION

Date: May 11, 2009                           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> 27

                             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)
     
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)

                                

                                  Three             
                                  Months     
                                  Ended          Years Ended December 31
                                  Mar. 31, ----------------------------------
                                  2009      2008   2007   2006   2005   2004 
                                  --------  ----   ----   ----   ----   ----  
Fixed charges
Interest expense                  $ 21.8   $ 85.1 $ 76.3 $ 77.2 $ 64.7 $ 69.0
Interest capitalized during 
  the period                         1.7      9.0    9.1    9.9   15.0   16.3   
Amortization of debt issuance
  expenses                           1.1      4.1    3.8    3.8    3.4    3.5 
Portion of rental expense
  representative of interest        12.7     50.6   55.9   56.7   60.9   61.6   
                                   ------  ------ ------ ------ ------  ----- 
    Total Fixed Charges             37.3    148.8  145.1  147.6  144.0  150.4  
                                   ------  ------ ------ ------ ------  -----
Earnings                             
Income (loss) from continuing
 operations before income taxes#    (6.5)   (64.5)  29.4 (242.2)(203.1) (85.5)  
Add (deduct) the following:
 Share of loss (income) of
  associated companies                -        -      -     4.5   (7.2) (14.0)  
 Amortization of capitalized
  interest                           4.1     16.1   14.5   13.7   12.9   11.7
                                   -----   ------ ------ ------ ------  -----
    Subtotal                        (2.4)   (48.4)  43.9 (224.0)(197.4) (87.8)
                                   -----   ------ ------ ------ ------  -----

Fixed charges per above             37.3    148.8  145.1  147.6  144.0  150.4
Less interest capitalized during
  the period                        (1.7)    (9.0)  (9.1)  (9.9) (15.0) (16.3)
                                   -----   ------ ------ ------ ------ ------
Total earnings (loss)              $33.2   $ 91.4 $179.9 $(86.3)$(68.4)$ 46.3
                                   =====   ====== ====== ====== ====== ======

Ratio of earnings to fixed  
  charges                            *        *     1.24    *      *      *
                                   =====   ====== ====== ====== ======  =====

# Amounts for the years 2004-2008 have been reclassified to reflect the 
adoption of Statement of Financial Accounting Standards No. 160, 
"Noncontrolling Interests in Consolidated Financial Statements."

* Earnings for the three months ended March 31, 2009 and the years ended
 
December 31, 2008, 2006, 2005 and 2004 were inadequate to cover fixed charges 
by $4.1 million, $57.4 million, $233.9 million, $212.4 million and $104.1 
million, 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 control over financial 
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the 
registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure 
controls and procedures to be designed under our supervision, to ensure that 
material information relating
 to the registrant, including its consolidated 
subsidiaries, is made known to us by others within those entities, particularly 
during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such 
internal control over financial reporting to be designed under our supervision, 
to provide reasonable assurance regarding the reliability of financial 
reporting and the preparation of financial statements for external purposes in 
accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and 
procedures and presented in this report our conclusions about the effectiveness 
of the disclosure controls and procedures, as of the end of the period covered 
by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control 
over financial reporting that occurred during the registrant's most recent 
fiscal quarter that has materially affected, or is reasonably likely to 
materially affect, the registrant's internal control over financial reporting; 
and 

5.  The registrant's other certifying officer and I have disclosed, based on 
our most recent evaluation of internal control over financial reporting, to the 
registrant's auditors and the audit committee of the registrant's board of 
directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or 
operation of internal control over financial reporting which are reasonably 
likely to adversely affect the registrant's ability to record, process, 
summarize and report financial information; and 

b. Any fraud, whether or not material, that involves management or other 
employees who have a significant role in the registrant's internal control over 
financial reporting.

Date: May 11, 2009


                                /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 control over financial 
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the 
registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure 
controls and procedures to be designed under our supervision, to ensure that 
material information
 relating to the registrant, including its consolidated 
subsidiaries, is made known to us by others within those entities, particularly 
during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such 
internal control over financial reporting to be designed under our supervision, 
to provide reasonable assurance regarding the reliability of financial 
reporting and the preparation of financial statements for external purposes in 
accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and 
procedures and presented in this report our conclusions about the effectiveness 
of the disclosure controls and procedures, as of the end of the period covered 
by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control 
over financial reporting that occurred during the registrant's most recent 
fiscal quarter that has materially affected, or is reasonably likely to 
materially affect, the registrant's internal control over financial reporting; 
and 

5.  The registrant's other certifying officer and I have disclosed, based on 
our most recent evaluation of internal control over financial reporting, to the 
registrant's auditors and the audit committee of the registrant's board of 
directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or 
operation of internal control over financial reporting which are reasonably 
likely to adversely affect the registrant's ability to record, process, 
summarize and report financial information; and 

b. Any fraud, whether or not material, that involves management or other 
employees who have a significant role in the registrant's internal control over 
financial reporting.

Date: May 11, 2009

                                /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 March 31, 2009 (the "Report") fully complies with the requirements of 
Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and 

(2)   the information contained in the Report fairly presents, in all material 
respects, the financial condition and results of operations of the Company.


Dated: May 11, 2009



/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 March 31, 2009 (the "Report") fully complies with the requirements of 
Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and 

(2)   the information contained in the Report fairly presents, in all material 
respects, the financial condition and results of operations of the Company.


Dated: May 11, 2009



/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.