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

                                FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 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 June 30, 2009
370,338,334.



<PAGE> 2


Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             UNISYS CORPORATION
                      CONSOLIDATED BALANCE SHEETS (Unaudited)
                                (Millions)
                                                                       
                                           June 30,   December 31,
                                             2009          2008
                                         -----------   ------------
Assets
------
Current assets
Cash and cash equivalents                 $  475.0       $  544.0
Accounts and notes receivable, net           739.9          818.5
Inventories:
   Parts and finished equipment               67.4           64.7
   Work in process and materials              54.6           70.7
Deferred income taxes                         16.8           23.8
Prepaid expenses and other current assets    132.0          116.7
                                          --------       --------
Total                                      1,485.7        1,638.4
                                          --------       --------

Properties                                 1,402.1        1,416.0
Less-Accumulated depreciation and
  amortization                             1,149.6        1,139.5
                                          --------       --------
Properties, net                              252.5          276.5
                                          --------       --------
Outsourcing assets, net                      308.2          314.9
Marketable software, net                     181.8          202.0
Prepaid postretirement assets                 40.5           20.7
Deferred income taxes                         90.8           87.6
Goodwill                                     195.5          189.4
Other long-term assets                       171.1           94.6
                                          --------       --------
Total                                     $2,726.1       $2,824.1
                                          ========       ========
Liabilities and stockholders' deficit
-------------------------------------
Current liabilities
Current maturities of long-term debt      $   96.0       $    1.5
Accounts payable                             310.6          379.2
Other accrued liabilities                    945.4        1,045.7
                                          --------       --------
Total                                      1,352.0        1,426.4
                                          --------       --------
Long-term debt                               965.2        1,059.1
Long-term postretirement liabilities       1,451.1        1,497.0
Other long-term liabilities                  302.2          265.4
Commitments and contingencies

Stockholders' deficit
Common stock, shares issued: 
  2009; 372.7, 2008; 372.1                     3.7            3.7
Accumulated deficit                       (2,582.3)      (2,596.0)
Treasury stock, shares at cost: 
  2009; 2.4, 2008; 2.2                       (44.9)         (44.8)
Paid-in capital                            4,104.4        4,099.3
Accumulated other comprehensive loss      (2,852.2)      (2,904.6)   
Noncontrolling interests                      26.9           18.6
                                          --------       --------
Total stockholders' deficit               (1,344.4)      (1,423.8)
                                          --------       --------
Total                                     $2,726.1       $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         Six Months
                                         Ended June 30      Ended June 30
                                      ----------------      ---------------
                                      2009         2008     2009       2008
                                      ----         ----     ----       ----
                                                                             
Revenue                                                                      
  Services                          $1,030.0    $1,197.0  $2,013.8   $2,334.1
  Technology                            98.7       143.0     214.8      307.2
                                    --------    --------  --------   --------
                                     1,128.7     1,340.0   2,228.6    2,641.3
Costs and expenses
   Cost of revenue:
     Services                          804.5       954.4   1,609.6    1,876.6
     Technology                         54.5        81.8     126.3      167.7
                                    --------    --------  --------   --------
                                       859.0     1,036.2   1,735.9    2,044.3
                            
Selling, general and administrative    169.2       251.0     342.8      483.5
Research and development                25.1        30.2      52.5       62.9
                                    --------    --------  --------   --------
                                     1,053.3     1,317.4   2,131.2    2,590.7
                                    --------     -------  --------   --------
Operating income                        75.4        22.6      97.4       50.6

Interest expense                        21.2        21.2      43.0       42.8
Other income (expense), net              3.0        (6.4)     (3.7)      (7.5)
                                    --------    --------  --------   --------
Income (loss) before income taxes       57.2        (5.0)     50.7         .3
Provision for income taxes              16.6         3.5      32.2       27.4
                                    --------    --------  --------   --------
Consolidated net income (loss)          40.6        (8.5)     18.5      (27.1)
Net income attributable to
  noncontrolling interests              (2.5)       (5.5)     (4.8)     (10.3)
                                    --------     -------   -------   --------
Net income (loss) attributable 
  to Unisys Corporation             $   38.1    $  (14.0)  $  13.7   $  (37.4)
                                    ========    ========   =======   ========
Earnings (loss) per share  
 attributable to Unisys Corporation
   Basic                            $    .10   $    (.04)  $   .04   $   (.10)
                                    ========    ========   =======   ========
   Diluted                          $    .10   $    (.04)  $   .04   $   (.10)
                                    ========    ========   =======   ========
                                           
                                           


See notes to consolidated financial statements.



<PAGE> 4


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

                                                     Six Months Ended
                                                         June 30
                                                    ------------------
                                                       2009      2008
                                                    --------   -------
                                                      
Cash flows from operating activities
Consolidated net income (loss)                     $   18.5    $ (27.1)
Add (deduct) items to reconcile consolidated 
   net income (loss) to net cash provided by 
   operating activities:
Employee stock compensation                             3.8       11.9
Company stock issued for U.S. 401(k) plan                -        23.9
Depreciation and amortization of properties            48.4       53.7
Depreciation and amortization of outsourcing assets    75.7       83.9
Amortization of marketable software                    49.7       60.9
Disposal of capital assets                              5.6        5.6
Decrease in deferred income taxes, net                  3.9         - 
Decrease in receivables, net                          101.7       89.4
Decrease in inventories                                15.8        9.8
Decrease in accounts payable and other
  accrued liabilities                                (206.2)    (207.2)
Increase (decrease) in other liabilities               21.8      (26.9)
Increase in other assets                              (52.0)     (80.8)
Other                                                   1.0        5.2
                                                    -------     ------
Net cash provided by operating activities              87.7        2.3
                                                    -------     ------
Cash flows from investing activities
Proceeds from investments                             200.9    3,276.9
Purchases of investments                             (199.6)  (3,306.5)
Collateralized letters of credit                      (72.3)       -
   Investment in marketable software                  (29.5)     (45.4)
   Capital additions of properties                    (18.1)     (32.1)
   Capital additions of outsourcing assets            (53.2)     (58.6)
   Purchases of businesses                             (1.5)      (1.8)
                                                    -------     ------

Net cash used for investing activities               (173.3)    (167.5)
                                                    -------     ------
Cash flows from financing activities
   Payment of long-term debt                             -      (200.0)
   Financing fees                                       (.7)       (.8)
                                                    -------     ------
Net cash used for financing activities                  (.7)    (200.8)
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                           17.3        7.2
                                                    -------     ------

Decrease in cash and cash equivalents                 (69.0)    (358.8)
Cash and cash equivalents, beginning of period        544.0      830.2
                                                    -------    -------
Cash and cash equivalents, end of period           $  475.0    $ 471.4
                                                   ========    =======



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 earnings (loss) per share attributable to 
Unisys Corporation was computed for the three and six months ended June 30, 2009
and 2008 (dollars in millions, shares in thousands):

                                           Three Months        Six Months
                                           Ended June 30      Ended June 30
                                           -------------      -------------
                                        2009         2008     2009       2008
                                        ----         ----     ----       ----
    Basic Earnings (Loss) Per Share

    Net income (loss) attributable 
      to Unisys Corporation           $   38.1    $   (14.0) $   13.7  $  (37.4)
                                      ========    =========  ========  ========
    Weighted average shares            370,320      358,167   370,183   356,482
                                      ========    =========  ========  ========
    Basic earnings (loss) per share   $    .10    $    (.04) $    .04  $   (.10)
                                      ========    =========  ========  ========
    Diluted Earnings (Loss) Per Share
    
    Net income (loss) attributable 
      to Unisys Corporation           $   38.1    $   (14.0) $   13.7  $  (37.4)
                                      ========    =========  ========  ========
    Weighted average shares            370,320      358,167   370,183   356,482
    Plus incremental shares 
      from assumed conversions 
      of employee stock plans            4,175         -        2,594      -  
                                      --------    ---------  --------  --------
    Adjusted weighted average shares   374,495      358,167   372,777   356,482
                                      ========    =========  ========  ========
    Diluted earnings (loss) per share $    .10    $    (.04) $    .04  $   (.10)
                                      ========    =========  ========  ========



<PAGE> 6


At June 30, 2009 and 2008, 29.8 million and 34.3 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 
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                    (714)     (48.1)   (17.9)   (19.4)    (10.8)
Changes in estimates  
  and revisions              (32)      (9.4)      .1     (2.7)     (6.8)
Translation adjustments       -         1.6      -        (.6)      2.2
                          ------     ------    -----    -----    ------
Balance at June 30, 2009      41     $ 39.9    $ 7.3   $  4.5    $ 28.1
                          ======     ======    =====    =====    ======
Expected future utilization: 
2009 remaining six months     41     $ 16.8    $ 7.3   $  4.5    $  5.0
Beyond 2009                            23.1       -        -       23.1

Due to changes in estimates related to cost-reduction charges, $7.0 million of 
income was recorded in the three months ended June 30, 2009 compared with $2.5 
million recorded as expense in the year-ago period, and $9.4 million was 
recorded as income in the current six-month period compared with $.8 million 
recorded as income in the year-ago six-month period.  

c.  Net periodic pension expense (income) for the three and six months ended 
June 30, 2009 and 2008 is presented below (in millions of dollars):

                                     Three Months             Three Months
                                 Ended June 30, 2009     Ended June 30, 2008
                                ----------------------   ----------------------
                                       U.S.    Int'l.            U.S.    Int'l.
                               Total   Plans   Plans     Total   Plans   Plans
                                -----  -----   -----    -----    -----   -----
Service cost                 $   2.7  $   -    $  2.7  $   7.9  $   -    $ 7.9
Interest cost                   98.1     70.3    27.8    106.0     71.1   34.9
Expected return on
  plan assets                 (127.3)   (95.9)  (31.4)  (142.6)  (101.6) (41.0)
Amortization of prior
  service cost                    .3       .2      .1       .2       .2     -
Recognized net actuarial loss   17.3     16.2     1.1     18.2     14.9    3.3
Curtailment loss                  -       -        -       1.5      -      1.5
                               -----   ------   -----    -----    -----   ----
Net periodic pension
  expense (income)           $  (8.9)  $ (9.2)  $  .3   $ (8.8) $ (15.4) $ 6.6
                              ======   ======   =====   ======  =======  =====

                                     Six Months                 Six Months
                                Ended June 30, 2009        Ended June 30, 2008
                                -------------------      ----------------------
                                       U.S.    Int'l.            U.S.    Int'l.
                               Total   Plans   Plans     Total   Plans   Plans
                               -----   -----   ------    -----   -----   ------

Service cost                 $   5.6  $   -     $ 5.6    $ 16.2  $   -   $16.2
Interest cost                  196.4    142.5    53.9     210.9   141.9   69.0
Expected return on
  plan assets                 (253.6)  (192.4)  (61.2)   (285.3) (203.7) (81.6)
Amortization of prior
  service cost                    .5       .4      .1        .5      .4     .1
Recognized net actuarial loss   39.3     37.1     2.2      35.9    28.7    7.2
Curtailment loss                 -        -        -        1.5      -     1.5
                             -------  -------   -----    -------  -----   ----
Net periodic pension 
  expense (income)           $ (11.8)  $(12.4)  $  .6    $(20.3) $(32.7) $12.4
                             =======  =======   =====    ======  ======  =====

The company currently expects to make cash contributions of approximately $100-
$105 million to its worldwide defined benefit pension plans in 2009 compared 
with $78.1 million in 2008.  For the six months ended June 30, 2009 and 2008, 
$30.9 million and $38.5 million, respectively, of cash contributions have been 
made.  In accordance with regulations governing contributions to U.S. defined 



<PAGE> 7


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 
six months ended June 30, 2009 and 2008 was zero and $26.7 million, 
respectively.  Effective January 1, 2009, the company match was suspended.

Net periodic postretirement benefit expense for the three and six months ended
June 30, 2009 and 2008 is presented below (in millions of dollars):

                                  Three Months                   Six Months
                                  Ended June 30                 Ended June 30
                                  -------------                 -------------
                                2009         2008             2009          2008
                                ----         ----             ----          ----

Service cost                    $ .1         $ .1            $  .2        $  .4
Interest cost                    2.9          3.1              5.9          6.5
Expected return on assets        (.1)         (.1)             (.2)         (.2)
Amortization of prior 
  service cost                    .4           .3               .7          1.2
Recognized net actuarial 
  loss                            .8          1.1              1.7          2.2
                                ----         ----             ----        -----
Net periodic postretirement 
  benefit expense               $4.1         $4.5            $ 8.3        $10.1
                                ====         ====            =====        =====


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 six months ended June 30, 2009 and 2008, $10.0 million and $10.2 
million, respectively, of cash contributions have been made.

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.  At June 30, 2009, the fair value of
such contracts was a net gain of $.5 million, of which $4.0 million has been 
recognized in "Prepaid expenses and other current assets" and $3.5 million has 
been recognized in "Other accrued liabilities".  Changes in the fair value of 
these instruments was a gain of $.9 million and $.3 million for the three months
and six months ended June 30, 2009, respectively, 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 June 30, 2009, 14.7 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:  
                                                    Six Months Ended June 30, 
                                                    --------------------------
                                                       2009          2008
                                                       ----          ----

Weighted-average fair value of grant                   $.28         $1.64
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.  



<PAGE> 8


The company records all share-based expense in selling, general and 
administrative expense.

During the six months ended June 30, 2009 and 2008, the company recorded $3.8 
million and $11.9 million of share-based compensation expense, respectively, 
which is comprised of $2.6 million and $11.6 million of restricted stock unit 
expense and $1.2 million and $.3 million of stock option expense, respectively.

A summary of stock option activity for the six months ended June 30, 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               11,552          .64
Forfeited and
   expired            (4,663)       24.34
                      ------
Outstanding at
   June 30, 2009      41,030        11.08            2.71          $9.5
                      ======
Vested and 
   expected to
   vest at 
   June 30, 2009      39,870        11.37            2.66           8.6    
                      ======
Exercisable at  
   June 30, 2009      28,306        15.69            1.87            -
                      ======

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 June 30, 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 six 
months ended June 30, 2009 and for the six months ended June 30, 2008 was zero
since no options were exercised.  As of June 30, 2009, $3.1 million of total 
unrecognized compensation cost related to stock options is expected to be 
recognized over a weighted-average period of 2.5 years.  

A summary of restricted stock unit activity for the six months ended June 30, 
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                                      (522)                  5.25
Forfeited and expired                     (2,808)                  4.48
                                           -----
Outstanding at June 30, 2009               5,957                   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 six months 
ended June 30, 2009 and 2008 was $.64 and $4.12, respectively.  As of June 30, 
2009, there was $6.3 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 1.3 years.  The 
total fair value of restricted share units vested during the six months ended 
June 30, 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 six months ended June 30, 2009 and 2008 was 



<PAGE> 9


zero.  In light of its tax position, 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.  Tax benefits resulting 
from tax deductions in excess of the compensation costs recognized are 
classified as financing cash flows. 

f.  The company has two business segments:  Services and Technology.  Revenue
classifications by segment are as follows:  Services - systems integration and 
consulting, outsourcing, infrastructure services and core maintenance; 
Technology - enterprise-class servers and specialized technologies.

The accounting policies of each business segment are the same as those followed 
by the company as a whole.  Intersegment sales and transfers are priced as if 
the sales or transfers were to third parties. Accordingly, the Technology 
segment recognizes intersegment revenue and manufacturing profit on hardware and
software shipments to customers under Services contracts.  The Services segment,
in turn, recognizes customer revenue and marketing profits on such shipments of 
company hardware and software to customers.  The Services segment also includes 
the sale of hardware and software products sourced from third parties that are 
sold to customers through the company's Services channels.  In the company's 
consolidated statements of income, the manufacturing costs of products sourced 
from the Technology segment and sold to Services customers are reported in cost
of revenue for Services.  

Also included in the Technology segment's sales and operating profit are sales 
of hardware and software sold to the Services segment for internal use in 
Services engagements.  The amount of such profit included in operating income of
the Technology segment for the three months ended June 30, 2009 and 2008 was 
$9.1 million and $5.7 million, respectively.  The amount for the six months 
ended June 30, 2009 and 2008 was $10.6 million and $11.2 million, respectively. 
The profit on these transactions is eliminated in Corporate.  

The company evaluates business segment performance on operating income exclusive
of restructuring charges and unusual and nonrecurring items, which are included 
in Corporate.  All other corporate and centrally incurred costs are allocated to
the business segments based principally on revenue, employees, square footage or
usage.  

A summary of the company's operations by business segment for the three and six 
month periods ended June 30, 2009 and 2008 is presented below (in millions of 
dollars):

                               Total    Corporate    Services    Technology
                               -----    ---------    --------    ----------
    Three Months Ended 
      June 30, 2009
    ------------------
    Customer revenue         $1,128.7                $1,030.0     $  98.7
    Intersegment                        $  (47.3)         1.6        45.7
                             --------   --------     --------     -------
    Total revenue            $1,128.7   $  (47.3)    $1,031.6     $ 144.4
                             ========   ========     ========     =======
    Operating income (loss)  $   75.4   $    1.4     $   81.9     $  (7.9)
                             ========   ========     ========     =======
   
    Three Months Ended 
      June 30, 2008
    ------------------
    Customer revenue         $1,340.0                $1,197.0     $ 143.0
    Intersegment                 -      $  (51.0)         2.7        48.3
                             --------   --------     --------     -------
    Total revenue            $1,340.0   $  (51.0)    $1,199.7     $ 191.3
                             ========   ========     ========     =======
    Operating income (loss)  $   22.6   $   (9.6)    $   39.2     $  (7.0)
                             ========   ========     ========     =======



<PAGE> 10


                             Total    Corporate    Services    Technology
                             -----    ---------    --------    ----------

    Six Months Ended 
      June 30, 2009
    ------------------
    Customer revenue         $2,228.6                $2,013.8     $ 214.8
    Intersegment                        $  (85.2)         3.3        81.9
                             --------   --------     --------     -------
    Total revenue            $2,228.6   $  (85.2)    $2,017.1     $ 296.7
                             ========   ========     ========     =======
    Operating income (loss)  $   97.4   $   14.9     $  108.1     $ (25.6)
                             ========   ========     ========     =======
     
    Six Months Ended
      June 30, 2008
    ----------------
    Customer revenue         $2,641.3               $2,334.1     $ 307.2 
    Intersegment                 -       $ (94.7)        5.4        89.3 
                             --------    -------    --------     -------
    Total revenue            $2,641.3    $ (94.7)   $2,339.5     $ 396.5 
                             ========    =======    ========     =======
    Operating income (loss)  $   50.6    $  (9.9)   $   65.9     $  (5.4)
                             ========    =======    ========     =======

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

                                   2009       2008           2009        2008
                                   ----       ----           ----        ----
Total segment operating 
   income                        $  74.0    $  32.2        $  82.5     $  60.5
Interest expense                   (21.2)     (21.2)         (43.0)      (42.8)
Other income (expense), net          3.0       (6.4)          (3.7)       (7.5) 
Corporate and eliminations           1.4       (9.6)          14.9        (9.9)
                                 -------    -------        -------     ------- 
Total income (loss)
   before income taxes           $  57.2    $  (5.0)       $  50.7     $    .3
                                 =======    =======        =======     =======


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

                                    Three Months               Six Months
                                    Ended June 30              Ended June 30
                                    -------------              -------------
                                   2009       2008           2009        2008
                                   ----       ----           ----        ----
Services 
 Systems integration
   and consulting                $  351.7    $ 389.4       $  691.2    $  733.5
 Outsourcing                        457.9      520.2          883.3     1,014.7
 Infrastructure services            143.8      191.9          286.0       393.6
 Core maintenance                    76.6       95.5          153.3       192.3
                                 --------   --------       --------    --------
                                  1,030.0    1,197.0        2,013.8     2,334.1
Technology
 Enterprise-class servers            77.1      114.6          156.7       243.4
 Specialized technologies            21.6       28.4           58.1        63.8
                                 --------   --------       --------    --------
                                     98.7      143.0          214.8       307.2
                                 --------   --------       --------    --------
Total                            $1,128.7   $1,340.0       $2,228.6    $2,641.3
                                 ========   ========       ========    ========



<PAGE> 11


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

                                  Three Months                Six Months
                                 Ended June 30               Ended June 30
                                 -------------               -------------
                                2009       2008              2009       2008
                                ----       ----              ----       ----
United States                $  542.1    $  571.8        $1,080.6    $1,108.7
United Kingdom                  136.3       200.1           266.4       409.6
Other international             450.3       568.1           881.6     1,123.0
                              -------    --------         -------    --------
   Total                     $1,128.7    $1,340.0        $2,228.6    $2,641.3
                             ========    ========        ========    ========

g.  Comprehensive income (loss) for the three and six months ended June 30, 2009
and 2008 includes the following components (in millions of dollars):

                                           Three Months          Six Months
                                           Ended June 30        Ended June 30
                                        -------------------    -----------------
                                           2009       2008     2009       2008
                                           ----     -------   ------     -------
Consolidated net income (loss)          $  40.6     $  (8.5)  $ 18.5    $ (27.1)
                                        -------      ------   ------    -------
Other comprehensive income (loss)
Cash flow hedges
   Loss                                     -           (.1)      -         (.6)
   Reclassification adjustments             -            .2       -          .5
Foreign currency translation adjustments   59.5        14.0     45.7        (.3)
Postretirement adjustments                (21.7)       19.4     10.2       25.4 
                                        -------     -------    -----     ------
Total other comprehensive income           37.8        33.5     55.9       25.0
                                        -------     -------    -----     ------
Consolidated comprehensive income (loss)   78.4        25.0     74.4       (2.1)
Comprehensive income attributable to
   noncontrolling interests                 6.6         5.1      8.3        9.5
                                         -------     ------    -----    -------
Comprehensive income attributable
 to Unisys Corporation                  $  85.0     $  30.1  $  82.7    $   7.4
                                        =======     =======   ======    =======

Accumulated other comprehensive loss as of December 31, 2008 and June 30, 2009 
is as follows (in millions of dollars):
                                                          Post-       
                                           Translation   retirement  
                                    Total  Adjustments    Plans      
                                    -----  -----------    --------   
Balance at December 31, 2008    $(2,904.6)  $(701.5)     $(2,203.1)  

Change during period                 52.4      40.3           12.1     
                                 --------   -------      ---------  
Balance at June 30, 2009        $(2,852.2)  $(661.2)     $(2,191.0)  
                                 ========   =======      =========  

Noncontrolling interests as of December 31, 2008 and June 30, 2009 is as follows
(in millions of dollars):

                                  Non-
                                  Controlling   
                                  Interests
                                  -----------   
Balance at December 31, 2008       $ 18.6    
Net income                            4.8
Translation adjustments               5.4
Postretirement plans                 (1.9)
                                   ------     
Balance at June 30, 2009           $ 26.9    
                                   ======     


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-



<PAGE> 12


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 assesses quarterly the adequacy of its recorded 
warranty liabilities and adjusts the amounts as necessary.
    
Presented below is a reconciliation of the aggregate product warranty
liability (in millions of dollars):

                                     Three Months               Six Months
                                    Ended June 30              Ended June 30
                                    -------------              -------------
                                    2009       2008          2009        2008
                                    ----       ----          ----        ----
Balance at beginning of period   $   4.5     $   5.8      $   5.2      $  6.9

Accruals for warranties 
  issued during the period            .6          .7          1.1         1.4

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

Changes in liability for 
  pre-existing warranties
  during the period,  
  including expirations               .2         (.7)         (.3)       (1.8)
                                 -------     -------      -------      ------
Balance at June 30               $   4.6     $   5.1      $   4.6      $  5.1
                                 =======     =======      =======      ======


i.  Cash paid during the six months ended June 30, 2009 and 2008 for income tax
was $40.0 million and $25.0 million, respectively.

Cash paid during the six months ended June 30, 2009 and 2008 for interest was
$46.1 million and $38.2 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.  

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.  As required by SFAS No. 160, the presentation and 
disclosure requirements have been 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 



<PAGE> 13


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).

Effective June 30, 2009, the company adopted Statement of Financial Accounting 
Standards No. 165, "Subsequent Events" (SFAS No. 165).  SFAS No. 165 establishes
general standards of accounting for and disclosure of events that occur after 
the balance sheet date but before the date the financial statements are issued 
or available to be issued.  SFAS No. 165 requires companies to reflect in their
financial statements the effects of subsequent events that provide additional 
evidence about conditions at the balance-sheet date.  Subsequent events that 
provide evidence about conditions that arose after the balance-sheet date should
be disclosed if the financial statements would otherwise be misleading.  
Disclosures should include the nature of the event and either an estimate of its
financial effect or a statement that an estimate cannot be made.  See note (o).

Effective June 30, 2009, the company adopted FSP FAS 107-1 and Accounting 
Principles Board (APB) 28-1 "Interim Disclosures about Fair Value of Financial 
Instruments". The FSP amends SFAS No. 107 "Disclosures about Fair Value of 
Financial Instruments" to require an entity to provide disclosures about fair 
value of financial instruments in interim financial statements. See note (p).

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.  Specifically, employers will be required to disclose 
information about how investment allocation decisions are made, the fair value 
of each major category of plan assets and information about the inputs and 
valuation techniques used to develop the fair value measurements of plan assets.
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.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 
166, "Accounting for Transfers of Financial Assets an amendment of FASB 
Statement No. 140" (SFAS No. 166).  Among other changes, SFAS No. 166 eliminates
the concept of a "qualifying special-purpose entity," changes the requirements 
for derecognizing financial assets, defines the term participating interest to 
establish specific conditions for reporting a transfer of a portion of a 
financial asset as a sale and requires additional disclosures.  SFAS No. 166 is 
effective as of the beginning of a reporting entity's first annual reporting 
period that begins after November 15, 2009 (which for the company is January 1, 
2010), for interim periods within the first annual reporting period and for 
interim and annual reporting periods thereafter.  Earlier application is 
prohibited.  The recognition and measurement provisions of SFAS No. 166 are 
effective for transfers occurring on or after the effective date.  Based on an 
initial review, the company believes that its current U.S. trade accounts 
receivable facility will no longer meet the requirements to be treated as a sale
of receivables, and that it will be accounted for as a secured borrowing with 
pledge of collateral. 

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 
167, "Amendments to FASB Interpretation No. 46(R)" (SFAS No. 167).  SFAS No. 167
changes how a company determines when an entity that is insufficiently 
capitalized or is not controlled through voting (or similar rights) should be 
consolidated. The determination of whether a company is required to consolidate
an entity is based on, among other things, an entity's purpose and design and a
company's ability to direct the activities of the entity that most significantly
impact the entity's economic performance.  SFAS No. 167 is effective as of the 
beginning of a reporting entity's first annual reporting period that begins 
after November 15, 2009 (which for the company is January 1, 2010), for interim 
periods within the first annual reporting period and for interim and annual 
reporting periods thereafter.  Earlier application is prohibited.  The company 
is currently assessing the impact of the adoption of SFAS No. 167 on its 
consolidated results of operations, financial position and cash flows.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 
168, "The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles, a replacement of FASB Statement No. 162" (the 
Codification), which will be effective for financial statements issued for 
interim and annual reporting periods ending after September 15, 2009.  The 
Codification is not expected to change U.S. generally accepted accounting 
principles but combines all nongovernmental authoritative standards into a 
comprehensive, topically organized online database.   All other accounting 
literature excluded from the Codification will be considered nonauthoritative.
The company will adopt the use of the Codification for the quarter ending 
September 30, 2009.  The company is currently evaluating the effect on its 



<PAGE> 14


financial statement disclosures since all future references to authoritative
accounting literature will be references in accordance with the Codification.

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. 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.

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



<PAGE> 15


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 June 30, 
2009, it has adequate provisions for any such matters.

l.  Accounting rules governing income taxes require 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. 
In addition, these rules also require that deferred tax assets be reduced by a 
valuation allowance if it is more likely than not that some portion or the 
entire deferred tax asset will not be realized.

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

n. On July 31, 2009, the company completed offers to exchange its 6 7/8% senior 
notes due 2010 (the 2010 Notes), its 8% senior notes due 2012 (the 2012 Notes), 
its 8 1/2% senior notes due 2015 (the 2015 Notes) and its 12 1/2% senior notes 
due 2016 (the 2016 Notes) in private placements for new 12 3/4% senior secured 
notes due 2014 (the First Lien Notes), new 14 1/4% senior secured notes due 2015
(the Second Lien Notes and, together with First Lien Notes, the New Secured 
Notes), shares of the company's common stock and cash.  On that date, the 
company issued approximately $385.0 million aggregate principal amount of First 
Lien Notes, approximately $246.6 million aggregate principal amount of Second 
Lien Notes and approximately 52.4 million shares of common stock and paid $30.0 
million in cash in exchange for approximately $235.1 million aggregate principal
amount of 2010 Notes, approximately $331.9 million aggregate principal amount of
2012 Notes, approximately $134.0 million aggregate principal amount of 2015 
Notes, and approximately $59.4 million aggregate principal amount of 2016 Notes.
The New Secured Notes are 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 certain of the 
company's other current and future U.S. subsidiaries.  The First Lien Notes and 
Second Lien Notes are secured by first-priority liens and second priority liens,
respectively, (in each case, 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 located outside the U.S., 
(iii) cash or cash equivalents securing reimbursement obligations under letters 
of credit or surety bonds and (iv) certain other excluded assets. As a result of
the exchange, the company's current maturities of long-term debt at June 30, 
2009 were reduced to $96.0 million, principally consisting of $64.9 million of 
6 7/8% of notes due March 2010 not tendered plus $30.0 million of cash 
consideration paid at closing to the holders of the 2010 notes tendered.  
Following completion of the exchange, the company's net long-term debt was 
reduced by $128.8 million.  The company is currently evaluating the accounting 



<PAGE> 16


treatment of the exchange offer and will record any gain or loss in the quarter 
ending September 30, 2009.

o. The company has evaluated subsequent events (events occurring after June 30, 
2009) for recognition or disclosure in these financial statements up to 
July 31, 2009.    

p. Financial assets with carrying values approximating fair value include cash 
and cash equivalents and accounts receivable.  Financial liabilities with 
carrying values approximating fair value include accounts payable and other 
accrued liabilities.  The carrying amounts of these financial assets and 
liabilities approximate fair value due to their short maturities.  At June 30, 
2009, the carrying amount of long-term debt, which included current maturities 
of long-term debt, exceeded fair value, which is based on market prices, of 
such debt by approximately $356 million.    


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

Despite a decline in revenue, the company reported significantly improved 
profitability and cash flow for the first six months of 2009 as its results 
benefited from ongoing actions to concentrate its resources more effectively 
and reduce its cost base.  

Revenue in the first half of 2009 compared with the year-ago period was 
impacted by weakness in global economic conditions as well as negative foreign 
currency translation.  The company reported first-half 2009 revenue of $2.23 
billion, down 16% compared with first-half 2008 revenue of $2.64 billion.  
Foreign currency exchange rates had an approximately 9 percentage-point 
negative impact on revenue in the first half of 2009.  On a constant currency 
basis, revenue declined 7% in the first six months of 2009 compared to the 
prior-year period.

For the six months ended June 30, 2009, operating income increased to $97.4 
million compared with $50.6 million in the first six months of 2008.  Operating 
profit percent increased to 4.4% for the first six months of 2009 compared with 
1.9% in the year-ago period.  After a tax provision of $32.2 million, the 
company reported net income attributable to Unisys Corporation of $13.7 
million, or $.04 per share, for the first six months of 2009.  This compared 
with a year-ago net loss attributable to Unisys Corporation of $37.4 million, 
or $.10 per share, which included a tax provision of $27.4 million.

Cash from operating activities increased to $87.7 million in the first half of 
2009 compared with $2.3 million in the same period of 2008.

RESULTS OF OPERATIONS
COMPANY RESULTS

Revenue for the quarter ended June 30, 2009 was $1.13 billion compared with 
$1.34 billion for the second quarter of 2008, a decrease of 16% from the prior 
year.  Foreign currency fluctuations had an 8-percentage-point negative impact 
on revenue in the second quarter compared with the year-ago period.  Services 
revenue declined 14% and Technology revenue declined 31% in the second quarter 
compared with the year-ago period.  U.S. revenue was down 5% in the second 
quarter compared with the year-ago period, principally driven by declines in 
commercial revenue which were partially offset by increases in Federal 
government revenue.  International revenue decreased 24% in the three months 
ended June 30, 2009 due to declines in all major regions.  On a constant 
currency basis, international revenue declined 10% in the three months ended 
June 30, 2009 compared with the three months ended June 30, 2008.

Total gross profit margin was 23.9% in the three months ended June 30, 2009 
compared with 22.7% in the three months ended June 30, 2008.  The increase in 
gross profit margin reflects the benefits from cost reduction actions.  

Selling, general and administrative expense in the three months ended June 30, 
2009 was $169.2 million (15.0% of revenue) compared with $251.0 million (18.7% 
of revenue) in the year-ago period.  The decrease in selling, general and 
administrative expense reflects the benefits from cost reduction actions as 
well as foreign currency exchange fluctuations.  Included in selling, general 
and administrative expense for the three months ended June 30, 2008 was a 
charge of $5.5 million related to a lease guarantee.



<PAGE> 17

Research and development (R&D) expenses in the second quarter of 2009 were 
$25.1 million compared with $30.2 million in the second 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 software development versus hardware design.
 
For the second quarter of 2009, the company reported an operating income of 
$75.4 million compared with operating income of $22.6 million in the second 
quarter of 2008.    

For the three months ended June 30, 2009 pension income was $8.9 million 
compared with pension income of $8.8 million for the three months ended 
June 30, 2008.  The expense related to the company's match to the U.S. 401(k) 
plan for the three months ended June 30, 2009 and 2008 was zero and $14.6 
million, respectively.  Effective January 1, 2009, the company match was 
suspended. The company records pension income or expense, as well as other 
employee-related costs such as 401(k) match, 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.

Due to changes in estimates related to cost reduction charges, during the three 
months ended June 30, 2009, $7.0 million was recorded as income compared with 
$2.5 million recorded as expense in the year-ago period. In addition, during 
the three months ended June 30, 2009, the company recorded a benefit of $11.2 
million (a $5.4 million benefit in other income, a $6.1 million benefit in cost 
of revenue and an expense of $.3 million in selling, general and administrative 
expense related to legal fees) relating to a change in Brazilian law involving  
a gross receipt tax.

Interest expense for the three months ended June 30, 2009 was $21.2 million 
compared with $21.2 million for the three months ended June 30, 2008.  

Other income (expense), net was income of $3.0 million in the second quarter of 
2009, compared with expense of $6.4 million in 2008.  The decrease in expense 
was principally due to foreign exchange gains of $1.4 million in the three 
months ended June 30, 2009 compared with losses of $2.5 million in the three 
months ended June 30, 2008 and the income of $5.4 million in the second quarter 
of 2009 related to the Brazilian law change discussed above. 

The company reported income before income taxes for the three months ended June 
30, 2009 of $57.2 million compared with a loss before income taxes of $5.0 
million in 2008.  The provision for income taxes was $16.6 million in the 
second quarter compared with a provision of $3.5 million in the year-ago 
period.  Included in the tax provision for the three months ended June 30, 2009 
was a U.S. refundable credit of $4.0 million and included in the tax provision 
for the three months ended June 30, 2008 was a $5.1 million benefit related to 
prior years' intercompany royalties. 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.

The net income attributable to Unisys Corporation for the three months ended 
June 30, 2009 was $38.1 million, or $.10 per share, compared with a net loss 
attributable to Unisys Corporation of $14.0 million, or $.04 per share, for the 
three months ended June 30, 2008.

Revenue for the six months ended June 30, 2009 was $2.23 billion compared with 
$2.64 billion for the six months ended June 30, 2008, a decrease of 16% from 
the prior year.  Foreign currency fluctuations had a 9-percentage-point 
negative impact on revenue in the current period compared with the year-ago 
period.   Services revenue declined 14% and Technology revenue declined 30% for 
the six months ended June 30, 2009 compared with the year-ago period.  U.S. 
revenue was down 3% in the first half of 2009 compared with the year-ago 
period, principally driven by declines in commercial revenue which were 
partially offset by increases in Federal government revenue.  International 
revenue decreased 25% in the first half of 2009 due to declines in all major 
regions.  On a constant currency basis, international revenue declined 10% in 
the six months ended June 30, 2009 compared with the six months ended June 30, 
2008.


<PAGE> 18

Total gross profit margin was 22.1% in the six months ended June 30, 2009 
compared with 22.6% in the six months ended June 30, 2008.  The decrease in 
gross profit margin principally reflects the decline in revenue which more than 
offset the benefits from cost reduction actions.  

Selling, general and administrative expense in the six months ended June 30, 
2009 was $342.8 million (15.4% of revenue) compared with $483.5 million (18.3% 
of revenue) in the year-ago period.  The decrease in selling, general and 
administrative expense reflects the benefits from cost reduction actions as 
well as foreign currency exchange fluctuations.

Research and development (R&D) expenses in the first half of 2009 were $52.5 
million compared with $62.9 million in the first half 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 
software development versus hardware design.
 	
For the six months ended June 30, 2009, the company reported operating income 
of $97.4 million compared with operating income of $50.6 million for the six 
months ended June 30, 2008.  

For the six months ended June 30, 2009 pension income was $11.8 million 
compared with pension income of $20.3 million for the six months ended June 30, 
2008.  The decrease in pension income in 2009 from 2008 was principally due to 
lower returns on plan assets worldwide.  The expense related to the company's 
match to the U.S. 401(k) plan for the six months ended June 30, 2009 and 2008 
was zero and $26.7 million, respectively.  

Due to changes in estimates related to cost reduction charges, during the six 
months ended June 30, 2009, $9.4 million was recorded as income compared with 
$.8 million recorded as income in the year-ago period. In addition, during the 
six months ended June 30, 2009, the company recorded a benefit of $11.2 million 
(a $5.4 million benefit in other income, a $6.1 million benefit in cost of 
revenue and an expense of $.3 million in selling, general and administrative 
expense related to legal fees) relating to a change in Brazilian law involving a
gross receipt tax.

Interest expense for the six months ended June 30, 2009 was $43.0 million 
compared with $42.8 million for the six months ended June 30, 2008.  

Other income (expense), net was an expense of $3.7 million for the six months 
ended June 30, 2009, compared with expense of $7.5 million for the six months 
ended June 30, 2008.  The decrease in expense was principally due to foreign 
exchange losses of $5.6 million in the six months ended June 30, 2009 compared 
with foreign exchange losses of $2.8 million in the six months ended June 30, 
2008 and the income of $5.4 million in the first half of 2009 related to the 
Brazilian law change discussed above. 

The company reported income before income taxes for the six months ended June 
30, 2009 of $50.7 million compared with income of $.3 million in 2008.  The 
provision for income taxes was $32.2 million in the first half of 2009 compared 
with a provision of $27.4 million in the year-ago period. Included in the tax 
provision for the six months ended June 30, 2009 was a U.S. refundable credit 
of $6.0 million and a foreign tax refund of $2.7 million related to a 2008 
refund claim.  Included in the tax provision for the six months ended June 30, 
2008 was a $5.1 million benefit related to prior years' intercompany royalties. 

The net income attributable to Unisys Corporation for the six months ended June 
30, 2009 was $13.7 million, or $.04 per share, compared with a net loss 
attributable to Unisys Corporation of $37.4 million, or $.10 per share, for the 
six months ended June 30, 2008.


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> 19

Also included in the Technology segment's sales and operating profit are sales 
of hardware and software sold to the Services segment for internal use in 
Services engagements.  The amount of such profit included in operating income 
of the Technology segment for the three months ended June 30, 2009 and 2008 was 
$9.1 million and $5.7 million, respectively.  The amount for the six months 
ended June 30, 2009 and 2008 was $10.6 million and $11.2 million, respectively.
The profit on these transactions is eliminated in Corporate.  
 
The company evaluates business segment performance on operating profit 
exclusive of cost reduction charges and unusual and nonrecurring items, which 
are included in Corporate.  All other corporate and centrally incurred costs 
are allocated to the business segments, based principally on revenue, 
employees, square footage or usage.  

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

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
June 30, 2009
------------------
Customer revenue          $1,128.7                 $1,030.0     $  98.7
Intersegment                  -        $ (47.3)         1.6        45.7
                          --------     -------      -------      ------
Total revenue             $1,128.7     $ (47.3)    $1,031.6     $ 144.4 
                          ========    ========     ========     =======
Gross profit percent          23.9%                    21.0%       40.4%
                          ========                  =======      ======
Operating income 
  (loss) percent               6.7%                     7.9%       (5.4)%
                          ========                  =======      ======

Three Months Ended
June 30, 2008
------------------
Customer revenue          $1,340.0                 $1,197.0     $ 143.0
Intersegment                  -        $ (51.0)         2.7        48.3
                          --------     -------      -------      ------
Total revenue             $1,340.0     $ (51.0)    $1,199.7     $ 191.3  
                          ========     ========     =======      ======
Gross profit percent          22.7%                    19.2%       39.2%
                          ========                  =======      ======
Operating income 
   (loss) percent              1.7%                     3.3%      (3.7)%
                          ========                  =======      ======
                      
Gross profit percent and operating income (loss) percent are as a percent of 
total revenue.




<PAGE> 20

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

                                    Three Months                
                                   Ended June 30           
                                 ------------------      Percent   
                                   2009       2008        Change    
                                   ----       ----       --------     
    Services 
     Systems integration
       and consulting            $  351.7    $ 389.4       (9.7)%   
     Outsourcing                    457.9      520.2      (12.0)%
     Infrastructure services        143.8      191.9      (25.1)%
     Core maintenance                76.6       95.5      (19.8)% 
                                 --------   --------       
                                  1,030.0    1,197.0      (14.0)%
    Technology
     Enterprise-class servers        77.1      114.6      (32.7)%    
     Specialized technologies        21.6       28.4      (23.9)%  
                                 --------   --------       
                                     98.7      143.0      (31.0)%
                                 --------   --------       
    Total                        $1,128.7   $1,340.0      (15.8)%
                                 ========   ========       

In the Services segment, customer revenue was $1,030.0 million for the three 
months ended June 30, 2009 down 14.0% from the three months ended June 30, 2008.
Services revenue in the second quarter of 2009 when compared with the year-ago 
period was impacted by continued world wide weak demand and foreign currency 
exchange rates.  Foreign currency translation had an 8-percentage-point 
negative impact on Services revenue in the current quarter compared with the 
year-ago period.  

Revenue from systems integration and consulting decreased 9.7% from $389.4
million in the June 2008 quarter to $351.7 million in the June 2009 quarter.  

Outsourcing revenue decreased 12.0% for the three months June 30, 2009, as both 
information technology outsourcing (ITO) and business processing outsourcing 
(BPO) declined. 

Infrastructure services revenue declined 25.1% for the three months ended June 
30, 2009.  The decline was due to weakness in demand for network design and 
consulting projects, as well as the shift of project-based infrastructure work 
to managed outsourcing contracts.

Core maintenance revenue declined 19.8% in the second quarter compared with the 
prior-year quarter.  The company expects the secular decline of core 
maintenance to continue.

Services gross profit was 21.0% in the second quarter of 2009 compared with 
19.2% in the year-ago period.  Services operating income percent was 7.9% in 
the three months ended June 30, 2009 compared with 3.3% in the three months 
ended June 30, 2008.  Contributing to the increase in Services operating profit 
margin was benefits from cost reduction actions.    

In the Technology segment, customer revenue was $98.7 million in the June 2009 
quarter compared with $143.0 million in the year-ago period for a decrease of 
31.0%.  Foreign currency translation had a negative impact of approximately 5-
percentage points on Technology revenue in the June 2009 quarter compared with 
the prior-year period.  The decline in Technology revenue in 2009 reflects 
lower sales of high-end mainframe systems, primarily in Europe and Japan, as 
clients deferred planned purchases in a weak economic environment.  

Revenue from the company's enterprise-class servers, which includes the 
company's ClearPath and ES7000 product families, decreased 32.7% for the three 
months ended June 30, 2009 compared with the three months ended June 30, 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.

Revenue from specialized technologies, which includes third-party technology 
products and the company's payment systems products, decreased 23.9% for the 
three months ended June 30, 2009 compared with the prior year period.

Technology gross profit was 40.4% in the current quarter compared with 39.2% in 
the year-ago quarter.  Technology operating income (loss) percent was (5.4)% in 
the three months ended June 30, 2009 compared with (3.7)% in the three months 
ended June 30, 2008.  The decline in operating profit margin in 2009 compared 
with 2008 reflects the lower levels of mainframe sales.   


<PAGE> 21

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

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Six Months Ended
June 30, 2009
------------------
Customer revenue          $2,228.6                 $2,013.8     $ 214.8
Intersegment                  -        $ (85.2)         3.3        81.9
                          --------     -------      -------      ------
Total revenue             $2,228.6     $ (85.2)    $2,017.1     $ 296.7 
                          ========    ========     ========     =======
Gross profit percent          22.1%                    18.7%       36.7%
                          ========                  =======      ======
Operating income 
  (loss) percent               4.4%                     5.4%       (8.6)%
                          ========                  =======      ======

Six Months Ended
June 30, 2008
------------------
Customer revenue          $2,641.3                 $2,334.1     $ 307.2
Intersegment                  -        $ (94.7)         5.4        89.3
                          --------     -------      -------      ------
Total revenue             $2,641.3     $ (94.7)    $2,339.5     $ 396.5  
                          ========     ========    ========      ======
Gross profit percent          22.6%                    18.8%       41.1%
                          ========                  =======      ======
Operating income 
   (loss) percent              1.9%                     2.8%      (1.4)%
                          ========                  =======      ======
                      
Gross profit percent and operating income (loss) percent are as a percent of 
total revenue.


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

                                    Six Months                
                                   Ended June 30           
                                 ------------------      Percent   
                                   2009       2008        Change    
                                   ----       ----       --------     
    Services 
     Systems integration
       and consulting            $  691.2   $  733.5       (5.8)%   
     Outsourcing                    883.3    1,014.7      (12.9)%
     Infrastructure services        286.0      393.6      (27.3)%
     Core maintenance               153.3      192.3      (20.3)% 
                                 --------   --------       
                                  2,013.8    2,334.1      (13.7)%
    Technology
     Enterprise-class servers       156.7      243.4      (35.6)%    
     Specialized technologies        58.1       63.8       (8.9)%  
                                 --------   --------       
                                    214.8      307.2      (30.1)%
                                 --------   --------       
    Total                        $2,228.6   $2,641.3      (15.6)%
                                 ========   ========       


In the Services segment, customer revenue was $2,013.8 million for the six 
months ended June 30, 2009 down 13.7% from the six months ended June 30, 2008.  
Services revenue in the first half of 2009 when compared with the year-ago 
period was impacted by continued world wide weak demand and foreign currency 
exchange rates.  Foreign currency translation had a 10-percentage-point 
negative impact on Services revenue in the first half of 2009 compared with the 
year-ago period.  

Revenue from systems integration and consulting decreased 5.8% from $733.5
million for the six months ended June 30, 2008 to $691.2 million for the six 
months ended June 30, 2009.


<PAGE> 22

Outsourcing revenue decreased 12.9% for the six months June 30, 2009, as both 
information technology outsourcing (ITO) and business processing outsourcing 
(BPO) declined. 

Infrastructure services revenue declined 27.3% for the six months ended 
June 30, 2009.  The decline was due to weakness in demand for network design 
and consulting projects, as well as the shift of project-based infrastructure 
work to managed outsourcing contracts.

Core maintenance revenue declined 20.3% in the six months ended June 30, 2009 
compared with the prior-year period.  The company expects the secular decline 
of core maintenance to continue.

Services gross profit was 18.7% for the six months ended June 30, 2009 compared 
with 18.8% in the year-ago period.  Services operating income percent was 5.4% 
for the six months ended June 30, 2009 compared with 2.8% for the six months 
ended June 30, 2008.  Contributing to the increase in Services operating profit 
margin was benefits from cost reduction actions.        

In the Technology segment, customer revenue was $214.8 million in the six 
months ended June 30, 2009 compared with $307.2 million in the year-ago period 
for a decrease of 30.1%.  Foreign currency translation had a negative impact of 
approximately 5-percentage points on Technology revenue in the first half of 
2009 compared with the prior-year period.  The decline in Technology revenue in 
2009 reflects lower sales of high-end mainframe systems, primarily in Europe 
and 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 6 
percentage points of the technology segment's 30% decline in revenue.  

Revenue from the company's enterprise-class servers, which includes the 
company's ClearPath and ES7000 product families, decreased 35.6% for the six 
months ended June 30, 2009 compared with the six months ended June 30, 2008.  
As mentioned above, technology sales during the period 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.

Revenue from specialized technologies, which includes third-party technology 
products and the company's payment systems products, decreased 8.9% for the six 
months ended June 30, 2009 compared with the six months ended June 30, 2008.  

Technology gross profit was 36.7% in the first half of 2009 compared with 41.1% 
in the year-ago period.  Technology operating income (loss) percent was (8.6)% 
for the six months ended June 30, 2009 compared with (1.4)% for the six months 
ended June 30, 2008.  The declines in gross profit and operating profit margin 
in 2009 compared with 2008 reflect the lower levels of mainframe sales, 
primarily in Europe and 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

Cash and cash equivalents at June 30, 2009 were $475.0 million compared with 
$544.0 million at December 31, 2008.

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 revolving credit facility, which provided for loans and 
letters of credit up to an aggregate of $275 million, expired on May 31, 2009.  
As discussed below, on July 31, 2009 the company closed private offers to 
exchange its outstanding senior notes, for new senior secured notes due in 
2014, new senior secured notes due in 2015, common stock and $30 million of 
cash.  As a result of these exchange offers, $205.1 million of 2010 Notes which 
would have been classified as a current liability as of June 30, 2009 has been 
reclassified as long-term debt.  The company also utilizes surety bonds, 
letters of credit, foreign exchange derivatives and other financial instruments 
to conduct its business.  


<PAGE> 23

The company's anticipated future cash expenditures include contributions to its 
defined benefit pension plans and payments in respect of cost-reduction actions.
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 June 30, 2009, the 
company believes that it will have adequate sources of liquidity to meet its 
expected near-term cash requirements.  

During the six months ended June 30, 2009, cash provided by operations was 
$87.7 million compared with cash provided of $2.3 million for the six months 
ended June 30, 2008.  Cash expenditures for the six months ended June 30, 2009 
related to cost-reduction actions (which are included in operating activities) 
were approximately $46.4 million compared with $43.5 million for the prior-year 
period.  Cash expenditures for prior year cost-reduction actions are expected 
to be approximately $16.8 million for the remainder of 2009, resulting in an 
expected cash expenditure of approximately $63.2 million in 2009 compared with 
$60.4 million in 2008.  The current six month period includes a payment of 
$13.4 million related to a tax audit settlement.

Cash used for investing activities for the six months ended June 30, 2009 was 
$173.3 million compared with cash usage of $167.5 million during the six months 
ended June 30, 2008.  Items affecting cash used for investing activities were 
the following: Net proceeds from investments were $1.3 million for the six 
months ended June 30, 2009 compared with net purchases of $29.6 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 six months ended June 30, 2009, the company used $72.3 million of cash to 
collateralize letters of credit.  In addition, in the current six month period, 
the investment in marketable software was $29.5 million compared with $45.4 
million in the year-ago period, capital additions of properties were $18.1 
million in 2009 compared with $32.1 million in 2008 and capital additions of 
outsourcing assets were $53.2 million in 2009 compared with $58.6 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. 

Cash used for financing activities during the six months ended June 30, 2009 
was $.7 million compared with $200.8 million of cash used during the six months 
ended June 30, 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 both June 30, 2009 and December 31, 2008, total debt was $1.06 billion. 

On July 31, 2009, the company completed offers to exchange its 6 7/8% senior 
notes due 2010 (the 2010 Notes), its 8% senior notes due 2012 (the 2012 Notes), 
its 8 1/2% senior notes due 2015 (the 2015 Notes) and its 12 1/2% senior notes 
due 2016 (the 2016 Notes) in private placements for new 12 3/4% senior secured 
notes due 2014 (the First Lien Notes), new 14 1/4% senior secured notes due 
2015 (the Second Lien Notes and, together with First Lien Notes, the New 
Secured Notes), shares of the company's common stock and cash.  On that date, 
the company issued approximately $385.0 million aggregate principal amount of 
First Lien Notes, approximately $246.6 million aggregate principal amount of 
Second Lien Notes and approximately 52.4 million shares of common stock and 
paid $30.0 million in cash in exchange for approximately $235.1 million 
aggregate principal amount of 2010 Notes, approximately $331.9 million 
aggregate principal amount of 2012 Notes, approximately $134.0 million 
aggregate principal amount of 2015 Notes, and approximately $59.4 million 
aggregate principal amount of 2016 Notes.  The New Secured Notes are 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 certain of the company's other current and future 
U.S. subsidiaries.  The First Lien Notes and Second Lien Notes are secured by 
first-priority liens and second priority liens, respectively, (in each case, 
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 located outside the U.S., (iii) cash or cash 
equivalents securing reimbursement obligations under letters of credit or 
surety bonds and (iv) certain other excluded assets. As a result of the 
exchange, the company's current maturities of long-term debt at June 30, 2009 
were reduced to $96.0 million, principally consisting of $64.9 million of 
6 7/8% of notes due March 2010 not tendered plus $30.0 million of cash 
consideration paid at closing to the holders of the 2010 notes tendered.  
Following completion of the exchange, the company's net long-term debt was 
reduced by $128.8 million.  The company is currently evaluating the accounting 
treatment of the exchange offer and will record any gain or loss in the quarter 
ending September 30, 2009.


<PAGE> 24

The company's revolving credit facility, which provided for loans and letters 
of credit up to an aggregate of $275 million expired on May 31, 2009.  

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 June 30, 2009 and December 31, 2008, the 
company had sold $130 million and $141 million, respectively, of eligible 
receivables.

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

At June 30, 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 $100-
$105 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 $1.1 billion of debt or equity securities, which enables the 
company to be prepared for future market opportunities.


FACTORS THAT MAY AFFECT FUTURE RESULTS

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

Factors that could affect future results include the following: 

THE COMPANY'S BUSINESS IS AFFECTED BY 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 been volatile.  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.


<PAGE> 25

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 did not replace its revolving credit facility that expired 
on May 31, 2009.  Also, the company's ability to refinance the senior notes 
that remain outstanding after the closing of the exchange offers 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 $100-$105 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 IRS regulations issued in 
March 2009, 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.  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> 26

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> 27

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> 28

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.

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. 

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.   



<PAGE> 29



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 June 30, 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 June 30, 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 4.   Submission of Matters to a Vote of Security Holders
-------   ---------------------------------------------------

(a)    The company's 2009 Annual Meeting of Stockholders (Annual Meeting) was 
held on May 28, 2009.

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

   (1) Election of Directors as follows:

   J. Edward Coleman - 329,080,856 votes for; 9,124,285 votes withheld

   Leslie F. Kenne - 325,081,867 votes for; 13,123,274 votes withheld
    
   (2) Ratification of the selection of KPMG LLP as the company's independent 
registered public accounting firm for 2009 - 331,316,265 votes for; 4,976,954 
votes against; 1,911,922 abstentions.

   (3)  Approval of an amendment to the company's Restated Certificate of 
Incorporation to (a) effect a reverse stock split of the company's common stock 
at a reverse split ratio of between 1-for-5 and 1-for-20, which ratio will be 
selected by the company's Board of Directors, and (b) decrease the number of 
authorized shares of common stock on a basis proportional to the reverse stock 
split approved by the Board of Directors - 300,929,407 votes for; 35,106,252 
votes against; 2,169,482 abstentions.


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

(a)       Exhibits

          See Exhibit Index


<PAGE> 30



                               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: July 31, 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> 31



                             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)

                                

                                  Six             
                                  Months     
                                  Ended          Years Ended December 31
                                  June 30, ----------------------------------
                                  2009      2008   2007   2006   2005   2004 
                                  --------  ----   ----   ----   ----   ----  
Fixed charges
Interest expense                  $ 43.0   $ 85.1 $ 76.3 $ 77.2 $ 64.7 $ 69.0
Interest capitalized during 
  the period                         3.4      9.0    9.1    9.9   15.0   16.3   
Amortization of debt issuance
  expenses                           1.9      4.1    3.8    3.8    3.4    3.5  
Portion of rental expense
  representative of interest        25.3     50.6   55.9   56.7   60.9   61.6   
                                   ------  ------ ------ ------ ------  ----- 
    Total Fixed Charges             73.6    148.8  145.1  147.6  144.0  150.4  
                                   ------  ------ ------ ------ ------  -----
Earnings                             
Income (loss) from continuing
 operations before income taxes(1)  50.7    (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                           6.9     16.1   14.5   13.7   12.9   11.7
                                   -----   ------ ------ ------ ------  -----
    Subtotal                        57.6    (48.4)  43.9 (224.0)(197.4) (87.8)
                                   -----   ------ ------ ------ ------  -----

Fixed charges per above             73.6    148.8  145.1  147.6  144.0  150.4
Less interest capitalized during
  the period                        (3.4)    (9.0)  (9.1)  (9.9) (15.0) (16.3)
                                   -----   ------ ------ ------ ------ ------
Total earnings (loss)             $127.8   $ 91.4 $179.9 $(86.3)$(68.4)$ 46.3
                                  ======   ====== ====== ====== ====== ======

Ratio of earnings to fixed  
  charges                           1.74      *     1.24    *      *      *
                                   =====   ====== ====== ====== ======  =====

(1) 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 years ended December 31, 2008, 2006, 2005
 and 2004 were 
inadequate to cover fixed charges by $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: July 31, 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: July 31, 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 June 30, 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: July 31, 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 June 30, 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: July 31, 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.