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

                                FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2010

[ ]   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 
(sec. 232.405 of this chapter) during the preceding 12 months (or for such 
shorter period that the registrant was required to submit and post such files).

YES [ ]    NO [ ]

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

Large Accelerated Filer [X]                        Accelerated Filer [ ]  

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

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


     Number of shares of Common Stock outstanding as of March 31, 2010
42,574,670.




<PAGE> 2

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             UNISYS CORPORATION
                      CONSOLIDATED BALANCE SHEETS (Unaudited)
                                (Millions)
                                                                       
                                           March 31,   December 31,
                                             2010          2009*
                                         -----------   ------------
Assets
------
Current assets
Cash and cash equivalents                 $  468.5       $  647.6
Accounts and notes receivable, net           736.7          779.7

Inventories:
   Parts and finished equipment               62.7           57.5
   Work in process and materials              40.3           43.0
Deferred income taxes                         13.1           19.9
Prepaid expenses and other current assets    131.2          141.8
Assets of discontinued operations             98.0           82.1
                                          --------       --------
Total                                      1,550.5        1,771.6
                                          --------       --------

Properties                                 1,360.4        1,370.6
Less-Accumulated depreciation and
  amortization                             1,140.5        1,143.2
                                          --------       --------
Properties, net                              219.9          227.4
                                          --------       --------
Outsourcing assets, net                      204.5          213.7
Marketable software, net                     149.2          151.5
Deferred income taxes                        174.9          180.6
Goodwill                                     195.8          198.5
Other long-term assets                       217.0          213.6
                                          --------       --------
Total                                     $2,711.8       $2,956.9
                                          ========       ========
Liabilities and stockholders' deficit
-------------------------------------
Current liabilities
Notes payable and current maturities   

   of long-term debt                      $    2.6       $   65.8
Accounts payable                             278.6          300.4
Other accrued liabilities                    904.6        1,017.7
Liabilities of discontinued operations        44.1           39.2
                                          --------       --------
Total                                      1,229.9        1,423.1
                                          --------       --------
Long-term debt                               846.6          845.9
Long-term postretirement liabilities       1,562.6        1,640.6
Other long-term liabilities                  294.4          319.0
Commitments and contingencies

Stockholders' deficit
Common stock, shares issued: 
  2010; 42.8, 2009, 42.5                        .4             .4
Accumulated deficit                       (2,418.3)      (2,406.7)
Treasury stock, shares at cost: 
  2010; .3, 2009; .2                         (45.8)         (45.0)
Paid-in capital                            4,202.3        4,196.5
Accumulated other comprehensive loss      (2,959.1)      (3,013.5)  
                                          --------       --------
   Total Unisys stockholders' deficit     (1,220.5)      (1,268.3)

Noncontrolling interests                      (1.2)          (3.4)
                                          --------       --------
Total stockholders' deficit               (1,221.7)      (1,271.7)
                                          --------       --------
Total                                     $2,711.8       $2,956.9
                                          ========       ========

* Reclassified for discontinued operations.  See note (a).

See notes to consolidated financial statements.            


<PAGE> 3

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


                                         Three Months Ended March 31  
                                         ---------------------------   
                                             2010           2009*     
                                           --------       --------   
                                                                     
Revenue                                                              
  Services                                 $  871.4       $  956.6   
  Technology                                  126.9          116.1
                                           --------       --------   
                                              998.3        1,072.7
Costs and expenses
   Cost of revenue: 
     Services                                 707.6          786.4
     Technology                                54.6           71.8   
                                           --------       --------
                                              762.2          858.2
                            
Selling, general and administrative           156.4          172.1      
Research and development                       20.8           27.4      
                                           --------       --------   
                                              939.4        1,057.7      
                                           --------       --------   
Operating profit                               58.9           15.0

Interest expense                               26.5           21.8
Other income (expense), net                   (36.8)          (6.7)   
                                           --------       --------   
Loss from continuing operations
   before income taxes                         (4.4)         (13.5)
                                                                         
Provision for income taxes                     11.3           12.8      
                                           --------       --------   
Consolidated net loss from
   continuing operations                      (15.7)         (26.3)
Net income attributable to
  noncontrolling interests                     (1.2)          (2.3)
                                           --------       --------
Net loss from continuing operations 
  attributable to Unisys Corporation          (16.9)         (28.6)
Income from discontinued operations, 
  net of tax                                    5.3            4.2
                                           --------       --------
Net loss attributable 
  to Unisys Corporation                    $  (11.6)      $  (24.4)
                                           ========       ========        

Earnings (loss) per share attributable 
  to Unisys Corporation
   Basic 
     Continuing operations                 $   (.40)      $   (.77)
     Discontinued operations                    .13            .11
                                           --------       --------  
       Total                               $   (.27)      $   (.66)  
                                           ========       ========
   Diluted                                
     Continuing operations                 $   (.40)      $   (.77)
     Discontinued operations                    .13            .11
                                           --------       --------  
       Total                               $   (.27)      $   (.66)  
                                           ========       ========

* Reclassified for discontinued operations.  See note (a).   
                             

See notes to consolidated financial statements.



<PAGE> 4
                           UNISYS CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                (Millions)

                                                    Three Months Ended
                                                         March 31
                                                    ------------------
                                                       2010      2009
                                                    --------   -------
                                                      
Cash flows from operating activities
Consolidated net loss from continuing operations   $  (15.7)    $(26.3)
Income from discontinued operations, net of tax         5.3        4.2
Add (deduct) items to reconcile consolidated 
   net loss to net cash (used for) 
   provided by operating activities:
Foreign currency transaction losses                    19.9        -
Employee stock compensation                             4.9        2.1
Depreciation and amortization of properties            20.5       23.7  
Depreciation and amortization of outsourcing assets    30.2       34.8  
Amortization of marketable software                    16.2       25.2  
Disposal of capital assets                              2.7       16.0   
Loss on sale of capital assets                          2.8        -
Decrease in deferred income taxes, net                  1.2        7.3     
Decrease in receivables, net                           21.3       83.7
(Increase) decrease in inventories                     (3.6)      11.8
Decrease in accounts payable and other
  accrued liabilities                                 (85.8)    (116.8)
Decrease in other liabilities                         (24.7)      (4.5)
Increase in other assets                              (24.5)     (21.7)
Other                                                    .9        (.2)
                                                    -------     ------
Net cash (used for) provided by 
 operating activities                                 (28.4)      39.3
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                          107.8       94.3   
   Purchases of investments                          (108.3)     (94.4)
   Collateralized letters of credit                      .5      (61.2)
   Investment in marketable software                  (14.8)     (15.5)
   Capital additions of properties                    (14.8)      (9.9)
   Capital additions of outsourcing assets            (39.0)     (21.9)
   Purchases of businesses                               -         (.4)
   Proceeds from sale of assets                         4.4        -
                                                    -------     ------

Net cash used for investing activities                (64.2)    (109.0)
                                                    -------     ------
Cash flows from financing activities
   Payment of long-term debt                          (64.9)       -
   Proceeds from exercise of stock options              1.1        -
   Net proceeds from short-term borrowings              1.8         .1
   Financing fees                                       (.1)       - 
                                                    -------     ------
Net cash (used for) provided by financing activities  (62.1)        .1
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                          (24.4)      (5.7)
                                                    -------     ------
Decrease in cash and cash equivalents                (179.1)     (75.3)
Cash and cash equivalents, beginning of period        647.6      544.0
                                                    -------    -------
Cash and cash equivalents, end of period           $  468.5    $ 468.7
                                                   ========    =======


See notes to consolidated financial statements.



<PAGE> 5
Unisys Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

The preparation of financial statements in conformity with U.S. generally 
accepted accounting principles requires management to make estimates and 
assumptions 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 for 
systems integration projects, 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, 2009 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, 2009. 

a. On February 1, 2010, the company closed on the sale of its U.S. specialized 
technology check sorter equipment and related U.S. maintenance business. At 
December 31, 2009, the assets and liabilities of the business sold were reported
as held for sale in the company's consolidated balance sheet as follows: 
approximately $24 million in "prepaid expenses and other current assets" and 
approximately $20 million in "other accrued liabilities."  These amounts have 
been reflected at fair value, less cost to sell, and as a result, the company 
reported an impairment of $13.4 million in 2009 in the company's consolidated 
statement of income.  In the first quarter of 2010, the company recorded an 
additional loss on the sale of approximately $2.8 million, principally as a 
result of closing date working capital and other adjustments.  The divested 
business, which has operations in both of the company's reporting segments of 
Services and Technology, generated 2009 revenue and pretax loss of approximately
$100 million and $3 million, respectively.

On April 30, 2010, the company closed on the previously disclosed sale of its 
health information management (HIM) business for a purchase price of 
approximately $135 million, subject to adjustment.  Effective January 1, 2010, 
the company's financial statements have been retroactively reclassified to 
report the HIM business as discontinued operations.  As a result, all items 
within the consolidated statements of income have been reported as income from 
discontinued operations, net of tax, and all items within the consolidated 
balance sheets have been reported as either assets or liabilities of 
discontinued operations. In the second quarter of 2010, the company expects to 
report a gain on the sale, in discontinued operations, of approximately $70 
million.  The HIM business, which has operations in the company's Services 
reporting segment, generated 2009 revenue, pretax income and capital 
expenditures of approximately $110 million, $20 million and $50 million, 
respectively.  For the first quarter of 2010 and 2009, the HIM business 
generated revenue of $31.6 million and $27.2 million, pretax income of $8.8 
million and $7.0 million and a provision for income taxes of $3.5 million and 
$2.8 million, respectively.  



<PAGE> 6

Pursuant to the indentures governing the secured notes maturing in 2014 and 
2015, net proceeds from the sale of the HIM business must be placed in a 
segregated account and may be used only for certain purposes, including to 
purchase long-term assets that would constitute collateral; to make capital 
expenditures with respect to assets that constitute collateral; or to repay 
certain of the company's outstanding debt obligations. To the extent that excess
proceeds remain 360 days following the closing of the transaction, the company 
may be required to offer to acquire the outstanding secured notes at 100% of 
face value plus accrued and unpaid interest.

b. Due to cumulative inflation of approximately 100 percent or more over the 
last 3-year period, the company's Venezuelan subsidiary has applied highly 
inflationary accounting beginning January 1, 2010.  For those international 
subsidiaries operating in highly inflationary economies, the U.S. dollar is the 
functional currency, and as such, nonmonetary assets and liabilities are 
translated at historical exchange rates, and monetary assets and liabilities are
translated at current exchange rates.  Exchange gains and losses arising from 
translation are included in other income (expense), net.  Effective January 11, 
2010, the Venezuelan government devalued the Bolivar Fuerte by 50 percent by 
resetting the official exchange rate from 2.15 to the U.S. dollar to 4.30 to the
U.S. dollar.  As a result, the company recorded a foreign exchange loss in the 
first quarter of 2010 of approximately $20 million.

c. The following table shows how earnings (loss) per share attributable to 
Unisys Corporation was computed for the three months ended March 31, 2010 and 
2009 (dollars in millions, shares in thousands):

                                                  Three Months Ended March 31,
                                                  ----------------------------
                                                      2010            2009
                                                   ---------       ----------
    Net loss from continuing operations 
       attributable to Unisys Corporation          $  (16.9)       $  (28.6)
    Income from discontinued operations, net of tax     5.3             4.2
                                                    --------       --------
    Net loss attributable to Unisys Corporation    $  (11.6)       $  (24.4)
                                                    ========       ========  
    Basic Earnings (Loss) Per Share

    Weighted average shares                           42,398         37,005
                                                    ========       ========
    Continuing operations                           $   (.40)     $    (.77)
    Discontinued operations                              .13            .11
                                                    --------      ---------
       Total                                        $   (.27)     $    (.66)
                                                    ========      =========
    Diluted Earnings (Loss) Per Share
                                                       
    Weighted average shares                           42,398          37,005
    Plus incremental shares from assumed 
      conversions of employee stock plans                -              -   
                                                    --------       ---------
    Adjusted weighted average shares                  42,398          37,005
                                                    ========       =========
    Continuing operations                           $   (.40)      $    (.77)
    Discontinued operations                              .13             .11
                                                    --------       ---------
       Total                                        $   (.27)      $    (.66)
                                                    ========       =========

The following number of securities was antidilutive and therefore excluded from 
the computation of diluted earnings per share (in thousands): 2010, 2,751 and 
2009, 4,697. 



<PAGE> 7

d. Net periodic pension expense (income) for the three months ended March 31, 
2010 and 2009 is presented below (in millions of dollars):

                                     Three Months             Three Months
                                 Ended March 31, 2010     Ended March 31, 2009
                                ----------------------   ----------------------
                                        U.S.    Int'l.            U.S.    Int'l.
                                Total   Plans   Plans    Total    Plans   Plans
                                -----   -----   -----    -----    -----   -----
    Service cost               $  3.9  $   -     $ 3.9  $  2.9  $   -     $ 2.9 
    Interest cost                99.9    69.2     30.7    98.3    72.2     26.1
    Expected return on
      plan assets              (124.8)  (91.6)   (33.2) (126.3)  (96.5)   (29.8)
    Amortization of prior
      service cost                 .2      .2       -       .2      .2       -
    Recognized net actuarial 
      loss                       20.5    13.9      6.6    22.0    20.9      1.1
                                -----   -----    -----   -----    ----    -----
    Net periodic pension
      expense (income)         $  (.3) $ (8.3)    $8.0   $(2.9) $ (3.2)    $ .3
                                =====   =====     ====   =====  ======     ====
 
The company currently expects to make cash contributions of approximately $115 
million to its worldwide defined benefit pension plans in 2010 compared with 
$94.0 million in 2009.  For the three months ended March 31, 2010 and 2009, 
$20.0 million and $13.9 million, respectively, of cash contributions have been 
made.  In accordance with regulations governing contributions to U.S. defined 
benefit pension plans, the company is not required to fund its U.S. qualified 
defined benefit pension plan in 2010.
 
Net periodic postretirement benefit expense for the three months ended March 31,
2010 and 2009 is presented below (in millions of dollars):

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                       2010          2009
                                                       ----          ----
    Service cost                                       $ -          $ .1
    Interest cost                                       2.7          3.0
    Expected return on assets                           (.1)         (.1)
    Amortization of prior service cost                   .4           .3
    Recognized net actuarial loss                        .9           .9
                                                       ----         ----
    Net periodic postretirement benefit expense        $3.9         $4.2
                                                       ====         ====

The company expects to make cash contributions of approximately $24 million to 
its postretirement benefit plan in 2010 compared with $22.7 million in 2009.  
For the three months ended March 31, 2010 and 2009, $4.8 million and $5.0 
million, respectively, of cash contributions have been made.

e. 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 reduce 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 March 31, 2010 and 2009, the 
notional amount of these contracts was $34.0 million and $29.5 million, 
respectively.  At March 31, 2010 and 2009, the fair value of such contracts was 
a net gain of $.1 million and a net loss of $.4 million, respectively, of which 
$7.6 million and $.2 million, respectively, has been recognized in "Prepaid 
expenses and other current assets" and $7.5 million and $.6 million, 
respectively, has been recognized in "Other accrued liabilities" in the 
company's consolidated balance sheet.  For the three months ended March 31, 2010
and 2009, changes in the fair value of these instruments were a gain of $.2 
million and a loss of $.6 million, respectively, which has been recognized in 
earnings in "Other income (expense), net"  in the company's consolidated 
statement of income.  The fair value of these forward contracts is based on 
quoted prices for similar but not identical financial instruments; as such, the 
inputs are considered Level 2 inputs.  


<PAGE> 8

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 March 31, 2010 and 
December 31, 2009, the carrying amount of long-term debt was less than fair 
value, which is based on market prices (Level 2 inputs), of such debt by 
approximately $127 million and $100 million, respectively.

f. Under stockholder approved stock-based plans, stock options, stock 
appreciation rights, restricted stock and restricted stock units may be granted 
to officers, directors and other key employees.  At March 31, 2010, 1.3 million 
shares of unissued common stock of the company were available for granting under
these plans.  

    The fair value of stock option awards was estimated using the Black-Scholes 
option pricing model with the following assumptions and weighted-average fair 
values:  
                                                    Three Months Ended March 31,
                                                ----------------------------
                                                       2010          2009
                                                       ----          ----
Weighted-average fair value of grant                 $17.97         $2.82
Risk-free interest rate                                1.74%         1.57%
Expected volatility                                   72.20%        58.28% 
Expected life of options in years                      3.63          3.77 
Expected dividend yield                                 -              -

Restricted stock unit awards may contain time-based units, performance-based 
units or a combination of both.  Each performance-based unit will vest into zero
to 1.5 shares depending on the degree to which the performance goals are met.  
Compensation expense resulting from these awards is recognized as expense 
ratably for each installment from the date of grant until the date the 
restrictions lapse and is based on the fair market value at the date of grant 
and the probability of achievement of the specific performance-related goals.  

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

During the three months ended March 31, 2010 and 2009, the company recorded $4.9
million and $2.1 million of share-based compensation expense, respectively, 
which is comprised of $2.1 million and $1.3 million of restricted stock unit 
expense and $2.8 million and $.8 million of stock option expense, respectively.

A summary of stock option activity for the three months ended March 31, 2010 
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, 2009            3,981      $109.30
Granted                  618        34.91
Exercised               (168)        6.40
Forfeited and
   expired              (835)      192.15
                      ------
Outstanding at
   March 31, 2010      3,596        82.48            2.80          $27.2
                      ======
Expected to vest at
   March 31, 2010      1,155        22.01            4.35           15.0     
                      ======
Exercisable at
   March 31, 2010      2,378       113.51            2.01           11.2
                      ======

The aggregate intrinsic value represents the total pretax value of the 
difference between the company's closing stock price on the last trading day of 
the period and the exercise price of the options, multiplied by the number of 
in-the-money stock options that would have been received by the option holders 
had all option holders exercised their options on March 31, 2010.  The intrinsic
value of the company's stock options changes based on the closing price of the 
company's stock.  The total intrinsic value of options exercised for the three 
months ended March 31, 2010 and 2009 was $4.9 million and zero, respectively.  
As of March 31, 2010, $10.0 million of total unrecognized compensation cost 
related to stock options is expected to be recognized over a weighted-average 
period of 2.7 years.  


<PAGE> 9

A summary of restricted stock unit activity for the three months ended March 31,
2010 follows (shares in thousands):
                                                                Weighted-
                                         Restricted             Average
                                           Stock                Grant Date
                                           Units                Fair Value
                                         ----------             ----------
Outstanding at December 31, 2009            561                  $40.42
Granted                                     208                   34.79
Vested                                     (144)                  24.44
Forfeited and expired                      (154)                  74.97  
                                           ----
Outstanding at March 31, 2010               471                   31.13
                                           ====

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 aggregate 
weighted-average grant-date fair value of restricted stock units granted during 
the three months ended March 31, 2010 and 2009 was $6.7 million and $1.1 
million, respectively.  As of March 31, 2010, there was $6.9 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 2.2 years.  The aggregate weighted-average grant-
date fair value of restricted share units vested during the three months ended 
March 31, 2010 and 2009 was $3.5 million and $.4 million, respectively.   

Common stock issued upon exercise of stock options or upon lapse of restrictions
on restricted stock units is newly issued shares.  Cash received from the 
exercise of stock options for the three months ended March 31, 2010 and 2009 was
$1.1 million and zero, respectively.  The company is currently not recognizing 
any tax benefits from the exercise of stock options or upon issuance of stock 
upon lapse of restrictions on restricted stock units in light of its tax 
position.  Tax benefits resulting from tax deductions in excess of the 
compensation costs recognized are classified as financing cash flows. 

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

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

Also included in the Technology segment's sales and operating profit are sales 
of hardware and software sold to the Services segment for internal use in 
Services engagements.  The amount of such profit included in operating income of
the Technology segment for the three months ended March 31, 2010 and 2009 was 
$.4 million and $1.5 million, respectively.  The profit on these transactions is
eliminated in Corporate.  

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



<PAGE> 10

A summary of the company's operations by business segment for the three-month 
periods ended March 31, 2010 and 2009 is presented below (in millions of 
dollars):
                               Total    Corporate    Services    Technology
                               -----    ---------    --------    ----------
    Three Months Ended 
      March 31, 2010
    ------------------
    Customer revenue         $  998.3                $  871.4     $ 126.9
    Intersegment                        $  (23.0)          .8        22.2
                             --------   --------     --------     -------
    Total revenue            $  998.3   $  (23.0)    $  872.2     $ 149.1
                             ========   ========     ========     =======
    Operating income         $   58.9   $   (1.7)    $   40.2     $  20.4
                             ========   ========     ========     =======
   
    Three Months Ended 
      March 31, 2009
    ------------------
    Customer revenue         $1,072.7                $  956.6     $ 116.1
    Intersegment                        $  (37.9)         1.7        36.2
                             --------   --------     --------     -------
    Total revenue            $1,072.7   $  (37.9)    $  958.3     $ 152.3
                             ========   ========     ========     =======
    Operating income (loss)  $   15.0   $   13.5     $   19.2     $ (17.7)
                             ========   ========     ========     =======

Presented below is a reconciliation of total business segment operating income 
to consolidated loss from continuing operations before income taxes (in millions
of dollars):
                                            Three Months Ended March 31
                                            ---------------------------
                                                   2010          2009
                                                   ----          ----
    Total segment operating profit                $ 60.6        $  1.5
    Interest expense                               (26.5)        (21.8)
    Other income (expense), net                    (36.8)         (6.7)   
    Corporate and eliminations                      (1.7)         13.5  
                                                  ------        ------
    Total loss from continuing operations 
      before income taxes                         $ (4.4)       $(13.5)
                                                  ======        ======

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

                                            Three Months Ended March 31
                                            ---------------------------
                                                  2010           2009
                                                  ----           ----
    Services 
     Systems integration and consulting        $  295.2       $  339.5
     Outsourcing                                  389.7          398.2
     Infrastructure services                      125.6          142.2
     Core maintenance                              60.9           76.7
                                                -------       --------
                                                  871.4          956.6  
   Technology 
     Enterprise-class servers                     102.4           79.6
     Specialized technologies                      24.5           36.5
                                                -------       --------
                                                  126.9          116.1
                                                -------       --------
    Total                                      $  998.3       $1,072.7
                                               ========       ========



<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 Ended March 31
                                            ---------------------------
                                                  2010           2009
                                                  ----           ----
     United States                             $  430.6       $  511.3
     United Kingdom                               118.8          130.1
     Other foreign                                448.9          431.3
                                                -------       --------
        Total                                  $  998.3       $1,072.7  
                                               ========       ========  

h. Comprehensive income (loss) for the three months ended March 31, 2010 and 
2009 includes the following components (in millions of dollars):

                                                          2010       2009
                                                        ------     -------
    Consolidated net loss from 
       continuing operations                           $ (15.7)    $ (26.3)
    Income from discontinued operations, net of tax        5.3         4.2
                                                       -------     -------
       Total                                             (10.4)      (22.1) 
                                                       -------     -------
    Other comprehensive income (loss)
    Foreign currency translation adjustments              (9.0)      (13.8)
    Postretirement adjustments                            64.4        31.9   
                                                       -------     -------
    Total other comprehensive income                      55.4        18.1
                                                       -------     -------
    Consolidated comprehensive income (loss)              45.0        (4.0)
    Comprehensive income attributable to
       noncontrolling interests                            2.2         1.7  
                                                        -------     ------
    Comprehensive income (loss) attributable to 
       Unisys Corporation                              $  47.2      $ (2.3)
                                                       =======      ======

Accumulated other comprehensive loss as of December 31, 2009 and March 31, 2010 
is as follows (in millions of dollars):                                 
                                          Translation  Postretirement  
                                   Total  Adjustments      Plans      
                                   -----  -----------    --------   
Balance at December 31, 2009   $(3,013.5)  $(629.9)     $(2,383.6)  

Change during period                54.4      (6.5)          60.9     
                                --------   -------      ---------  
Balance at March 31, 2010      $(2,959.1)  $(636.4)     $(2,322.7)  
                                ========   =======      =========  

Noncontrolling interests as of December 31, 2009 and March 31, 2010 is as 
follows (in millions of dollars):
                              
                                Non-Controlling   
                                  Interests
                                  -----------   
Balance at December 31, 2009       $ (3.4)    
Net income                            1.2
Translation adjustments              (2.5)
Postretirement plans                  3.5
                                   --------     
Balance at March 31, 2010          $ (1.2)    
                                   ========     

i. Cash paid during the three months ended March 31, 2010 and 2009 for income
taxes was $10.7 million and $8.5 million, respectively.

Cash paid during the three months ended March 31, 2010 and 2009 for interest
was $29.4 million and $24.0 million, respectively.



<PAGE> 12

j. Effective January 1, 2010, the company adopted a Financial Accounting 
Standards Board (FASB) accounting standard which among other changes, 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.  The recognition
and measurement provisions are effective for transfers occurring on or after 
January 1, 2010.  The company's U.S. trade accounts receivable facility no 
longer meets the requirements to be treated as a sale of receivables, and 
therefore will be accounted for as a secured borrowing. See note (m).

In October 2009, the FASB issued two accounting standards.  The first standard 
supersedes certain prior accounting guidance and requires an entity to allocate 
arrangement consideration at the inception of an arrangement to all of its 
deliverables based on their relative selling prices (i.e., the relative-selling-
price method). The standard eliminates the use of the residual method of 
allocation and requires the relative-selling-price method in all circumstances 
in which an entity recognizes revenue for an arrangement with multiple 
deliverables subject to this standard.  The second standard amends prior 
software revenue recognition accounting guidance by excluding from the scope of 
such prior guidance tangible products that contain both software elements and 
non-software elements that function together to deliver the tangible product's 
essential functionality.  Both of these standards must be adopted at the same 
time and both will be effective prospectively for revenue arrangements entered 
into or materially modified in fiscal years beginning on or after June 15, 2010,
which for the company is January 1, 2011.  Early adoption is permitted.  If an 
entity elects early adoption and the period of adoption is not the beginning of 
the entity's fiscal year, the entity is required to apply the amendments 
retrospectively from the beginning of the entity's fiscal year.  An entity may 
elect, but is not required, to adopt these amendments retrospectively to prior 
periods.  The company is currently assessing when it will adopt these standards 
and is evaluating the impact of the adoption on its consolidated results of 
operations and financial position; however, the company expects, as indicated in
the standards, that the application of the amended guidance will result in 
revenue being recognized earlier than had been required under the prior 
guidance.

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.  
The Inspector General is nearing completion of its audit on one of these 
contracts, and the company does not expect this matter to have a material 
adverse effect.  The audit on the other contract is in its preliminary stages, 
and the company cannot predict the outcome at this time.



<PAGE> 13

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

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.

Notwithstanding that the ultimate results of the lawsuits, claims, 
investigations and proceedings that have been brought or asserted against the 
company are not currently determinable, the company believes that at March 31, 
2010, 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, the rules 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. 

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. 
continuing operations will have no provision or benefit associated with it due 
to full valuation allowance, except with respect to benefits related to income 
from discontinued operations. As a result, the company's provision or benefit 
for taxes will vary significantly depending on the geographic distribution of 
income. Due to its full valuation allowance in the U.S., the recently enacted 
health care legislation will have no impact on the company's U.S. deferred tax 
assets. 

m. In May 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.  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. 



<PAGE> 14

As discussed in note (j), effective January 1, 2010, the company adopted a new 
accounting standard whereby the company's U.S. trade accounts receivable 
facility no longer meets the requirements to be treated as a sale, and therefore
will be accounted for as a secured borrowing. At March 31, 2010 and December 31,
2009, receivables of zero and $100 million, respectively, were sold.  At 
December 31, 2009, the receivables sold under the facility of $100 million were 
treated as a sale and therefore removed from the accompanying consolidated 
balance sheet.

n. At March 31, 2010, the company's cost-reduction liability, substantially all 
of which relates to idle lease cost, was approximately $27 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

The company reported significantly improved operating profitability in the first
quarter of 2010, despite lower revenue, as it continues to streamline its 
operations and reduce costs as part of its ongoing turnaround program.   

First-quarter 2010 operating profit nearly quadrupled to $58.9 million, or 5.9% 
of revenue, compared with operating profit of $15.0 million, or 1.4% of revenue,
in the first quarter of 2009.  The company reported significant profit 
improvement in both its services and technology segments in the quarter.    

The company's net results in the quarter were impacted by approximately $35 
million of foreign exchange losses in Other Income/Expense, including $20 
million relating to the January 2010 currency devaluation in Venezuela (see note
(b) of the Notes to Consolidated Financial Statements).  Including this impact, 
the company reported a first-quarter 2010 net loss of $11.6 million compared 
with a first-quarter 2009 net loss of $24.4 million, which included 
approximately $7 million of foreign exchange losses in Other Income/Expense.

Revenue in the first quarter of 2010 declined 7 percent to $998 million compared
with $1.07 billion in the year-ago quarter, as the company continues to focus on
profitable businesses that build on its core areas of strength.  Approximately 
two percentage points of the revenue decline in the quarter was due to divested 
businesses.  Foreign exchange rates had an approximately 5 percentage-point 
positive impact on revenue in the quarter.

On April 30, 2010, the company closed on the previously disclosed sale of its 
health information management (HIM) business for a purchase price of 
approximately $135 million, subject to adjustment.  Effective January 1, 2010, 
the company's financial statements have been retroactively reclassified to 
report the HIM business as discontinued operations.  As a result, all items 
within the consolidated statements of income have been reported as income from 
discontinued operations, net of tax, and all items within the consolidated 
balance sheets have been reported as either assets or liabilities of 
discontinued operations.

RESULTS OF OPERATIONS

COMPANY RESULTS
     
Revenue for the quarter ended March 31, 2010 was $998.3 million compared with 
$1,072.7 million for the first quarter of 2009, a decrease of 7% from the prior 
year.  Approximately two percentage points of the decline was due to divestiture
of businesses.  Foreign currency fluctuations had a 5-percentage-point positive 
impact on revenue in the current period compared with the year-ago period.  
Services revenue declined 9% and Technology revenue increased 9% in the current 
quarter compared with the year-ago period.  U.S. revenue was down 16% in the 
first quarter compared with the year-ago period, driven by decreases in both 
Federal government and commercial revenue.  International revenue increased 1% 
in the current quarter principally due to an increase in Brazil and the South 
Pacific, offset in part by declines in Europe and Asia. Foreign currency had a 
10-percentage-point positive impact on international revenue in the three months
ended March 31, 2010 compared with the three months ended March 31, 2009.


<PAGE> 15

Total gross profit margin was 23.7% in the three months ended March 31, 2010 
compared with 20.0% in the three months ended March 31, 2009.  The increase in 
gross profit margin principally reflects higher ClearPath sales as well as the 
benefits derived from cost reduction actions.  

Selling, general and administrative expense in the three months ended March 31, 
2010 was $156.4 million (15.7% of revenue) compared with $172.1 million (16.0% 
of revenue) in the year-ago period.  The decrease in selling, general and 
administrative expense reflects the benefits derived in 2010 from cost reduction
actions as well as foreign currency exchange fluctuations.

Research and development (R&D) expenses in the first quarter of 2010 were $20.8 
million compared with $27.4 million in the first quarter of 2009.  The decrease 
in R&D expenses in 2010 compared with 2009 principally reflects changes in the 
company's development model as the company has focused its investments on 
software development versus hardware design.

For the first quarter of 2010, the company reported an operating profit of $58.9
million compared with an operating profit of $15.0 million in the first quarter 
of 2009.  

For the three months ended March 31, 2010 pension income was $.3 million 
compared with pension income of $2.9 million for the three months ended March 
31, 2009.  The company records pension income or expense, as well as other 
employee-related costs such as payroll taxes and medical insurance costs, in 
operating income in the following income statement categories:  cost of revenue;
selling, general and administrative expenses; and research and development 
expenses.  The amount allocated to each category is based on where the salaries 
of active employees are charged.

Interest expense for the three months ended March 31, 2010 was $26.5 million 
compared with $21.8 million for the three months ended March 31, 2009.  The 
increase in interest expense in 2010 was primarily due to higher interest rates 
associated with the debt issued with the 2009 debt exchange.   

Other income (expense), net was an expense of $36.8 million in the first quarter
of 2010, compared with expense of $6.7 million in 2009.  The increase in expense
was principally due to foreign exchange losses of $35.4 million in the three 
months ended March 31, 2010 compared with losses of $7.0 million in the three 
months ended March 31, 2009. Included in the foreign exchange losses for the 
first quarter of 2010 was $19.9 million related to the recent Venezuelan 
devaluation, see note (b) of the Notes to Consolidated Financial Statements.

The loss from continuing operations before income taxes for the three months 
ended March 31, 2010 was $4.4 million compared with a loss of $13.5 million in 
2009.  The provision for income taxes was $11.3 million in the current quarter 
compared with a provision of $12.8 million in the year-ago period.  As discussed
in note (l) of the Notes to Consolidated Financial Statements, 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. 
continuing operations will have no provision or benefit associated with it due 
to full valuation allowance, except with respect to benefits related to income 
from discontinued operations. As a result, the company's provision or benefit 
for taxes will vary significantly quarter to quarter depending on the geographic
distribution of income.  Due to its full valuation allowance in the U.S., the 
recently enacted health care legislation will have no impact on the company's 
U.S. deferred tax assets. 

SEGMENT RESULTS

The company has two business segments:  Services and Technology.  Revenue 
classifications by segment are as follows:  Services - systems integration and 
consulting, outsourcing, infrastructure services and core maintenance; 
Technology - enterprise-class servers and specialized technologies.  The 
accounting policies of each business segment are the same as those followed by 
the company as a whole.  Intersegment sales and transfers are priced as if the 
sales or transfers were to third parties.  Accordingly, the Technology segment 
recognizes intersegment revenue and manufacturing profit on hardware and 
software shipments to customers under Services contracts.  The Services segment,
in turn, recognizes customer revenue and marketing profit on such shipments of 
company hardware and software to customers.  The Services segment also includes 
the sale of hardware and software products sourced from third parties that are 
sold to customers through the company's Services channels.  In the company's 
consolidated statements of income, the manufacturing costs of products sourced 
from the Technology segment and sold to Services customers are reported in cost 
of revenue for Services.  
           


<PAGE> 16

Also included in the Technology segment's sales and operating income are sales 
of hardware and software sold to the Services segment for internal use in 
Services engagements.  The amount of such profit included in operating income of
the Technology segment for the three months ended March 31, 2010 and 2009 was 
$.4 million and $1.5 million, respectively.  The profit on these transactions is
eliminated in Corporate.  

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

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

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
March 31, 2010
------------------
Customer revenue          $  998.3                 $  871.4     $ 126.9
Intersegment                           $ (23.0)          .8        22.2
                          --------     -------      -------      ------
Total revenue             $  998.3     $ (23.0)    $  872.2     $ 149.1 
                          ========    ========     ========     =======

Gross profit percent          23.7%                    18.2%       52.2%
                          ========                  =======      ======
Operating profit percent       5.9%                     4.6%       13.7%
                          ========                  =======      ======

Three Months Ended
March 31, 2009
------------------
Customer revenue          $1,072.7                 $  956.6     $ 116.1
Intersegment                           $ (37.9)         1.7        36.2
                          --------     -------      -------      ------
Total revenue             $1,072.7     $ (37.9)    $  958.3     $ 152.3 
                          ========    ========     ========     =======

Gross profit percent          20.0%                    15.8%       33.3%
                          ========                  =======      ======
Operating profit 
  (loss) percent               1.4%                     2.0%      (11.6)%
                          ========                  =======      ======
                      
Gross profit percent and operating income percent are as a percent of total 
revenue.

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

                                    Three Months                
                                   Ended March 31           
                                 ------------------      Percent   
                                   2010       2009        Change    
                                   ----       ----       --------     
    Services 
     Systems integration
       and consulting            $  295.2    $ 339.5      (13.0)%   
     Outsourcing                    389.7      398.2       (2.1)%
     Infrastructure services        125.6      142.2      (11.7)%
     Core maintenance                60.9       76.7      (20.6)% 
                                 --------   --------       
                                    871.4      956.6       (8.9)%
    Technology
     Enterprise-class servers       102.4       79.6        28.6%    
     Specialized technologies        24.5       36.5      (32.9)%  
                                 --------   --------       
                                    126.9      116.1         9.3%
                                 --------   --------       
    Total                        $  998.3   $1,072.7        (6.9)%
                                 ========   ========       


<PAGE> 17

In the Services segment, customer revenue was $871.4 million for the three 
months ended March 31, 2010 down 8.9% from the three months ended March 31, 
2009.  Foreign currency translation had a 5-percentage-point positive impact on 
Services revenue in the current quarter compared with the year-ago period.  

Revenue from systems integration and consulting decreased 13.0% from $339.5
million in the March 2009 quarter to $295.2 million in the March 2010 quarter, 
reflecting lower demand for project-based services.  

Outsourcing revenue decreased 2.1% for the three months ended March 31, 2010 to 
$389.7 million compared with the three months ended March 31, 2009, as an 
increase in information technology outsourcing (ITO) revenue was more than 
offset by a decline in business processing outsourcing (BPO) revenue. 

Infrastructure services revenue declined 11.7% for the three month period ended 
March 31, 2010 compared with the three month period ended March 31, 2009, 
reflecting the company's de-emphasis of lower-margin business, as well as the 
shift from project work to managed outsourcing contracts. 

Core maintenance revenue declined 20.6% in the current quarter compared with the
prior-year quarter.  Approximately half of the decline was due to the 
divestiture of a business.  The company expects the secular decline of core 
maintenance to continue.

Services gross profit was 18.2% in the first quarter of 2010 compared with 15.8%
in the year-ago period.  Services operating income percent was 4.6% in the three
months ended March 31, 2010 compared with 2.0% in the three months ended March 
31, 2009.  The increase in Services gross profit and operating profit margins 
was principally due to the benefits derived from the cost reduction actions.  

In the Technology segment, customer revenue was $126.9 million in the current 
quarter compared with $116.1 million in the year-ago period for an increase of 
9.3%.  Foreign currency translation had a positive impact of approximately 7-
percentage points on Technology revenue in the current period compared with the 
prior-year period.  The increase in Technology revenue in 2010 was principally 
due to higher sales in the United States and Brazil.

Revenue from the company's enterprise-class servers, which includes the 
company's ClearPath and ES7000 product families, increased 28.6% for the three 
months ended March 31, 2010 compared with the three months ended March 31, 2009.
The increase was principally due to higher sales of the company's ClearPath 
products.

Revenue from specialized technologies decreased 32.9% for the three months ended
March 31, 2010 compared with the three months ended March 31, 2009, principally 
due to lower sales of third-party technology products as well as the divestiture
of a business.  

Technology gross profit was 52.2% in the current quarter compared with 33.3% in
the year-ago quarter.  Technology operating income (loss) percent was 13.7% in 
the three months ended March 31, 2010 compared with (11.6)% in the three months
ended March 31, 2009.  The increases in gross profit and operating profit 
margins in 2010 compared with 2009 reflects a richer mix of high margin 
enterprise servers. 

NEW ACCOUNTING PRONOUNCEMENTS

See note (j) of the Notes to Consolidated Financial Statements for a full 
description of recent accounting pronouncements, including the expected dates of
adoption and estimated effects on results of operations and financial condition.

FINANCIAL CONDITION

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 believes that it will have adequate sources of liquidity to 
meet its expected near-term cash requirements.   

Cash and cash equivalents at March 31, 2010 were $468.5 million compared with 
$647.6 million at December 31, 2009.  The decline was primarily due to the 
payment at maturity of approximately $65 million of long-term debt and the 
reduction of utilization of the company's $150 million U.S. accounts receivable 
securitization facility.  At December 31, 2009, the company had sold $100 
million of receivables under the facility compared with zero as of March 31, 
2010.


<PAGE> 18

During the three months ended March 31, 2010, cash used for operations was $28.4
million compared with cash provided of $39.3 million for the three months ended
March 31, 2009.  As discussed above, during the first quarter of 2010 the 
company reduced the utilization of its U.S. accounts receivable securitization 
facility.  At December 31, 2009, the company had sold $100 million of 
receivables under the facility compared with zero as of March 31, 2010.  This 
decreased cash provided by operations by $100 million in the first quarter of 
2010.  Cash expenditures in the current quarter related to cost-reduction 
actions (which are included in operating activities) were approximately $6.2 
million compared with $26.7 million for the prior-year quarter.  Cash 
expenditures for prior year cost-reduction actions are expected to be 
approximately $9.4 million for the remainder of 2010, resulting in an expected 
cash expenditure of approximately $15.6 million in 2010 compared with $61.3 
million in 2009. 

Cash used for investing activities for the three months ended March 31, 2010 was
$64.2 million compared with cash usage of $109.0 million during the three months
ended March 31, 2009.  Items affecting cash used for investing activities were 
the following:  Net purchases of investments were $.5 million for the three 
months ended March 31, 2010 compared with net purchases of $.1 million in the 
prior-year period.  Proceeds from investments and purchases of investments 
represent derivative financial instruments used to reduce the company's currency
exposure to market risks from changes in foreign currency exchange rates. During
the three months ended March 31, 2010, the company generated $.5 million of cash
from the net change in cash collateralization required compared with a cash 
usage of $61.2 million used in the prior year.  In addition, in the current 
quarter, the investment in marketable software was $14.8 million compared with 
$15.5 million in the year-ago period, capital additions of properties were $14.8
million in 2010 compared with $9.9 million in 2009 and capital additions of 
outsourcing assets were $39.0 million in 2010 compared with $21.9 million in 
2009. 

Cash used for financing activities during the three months ended March 31, 2010 
was $62.1 million compared with cash provided of $.1 million during the three 
months ended March 31, 2009. The current quarter includes $64.9 million used to 
pay at maturity the remainder of the company's 6 7/8% senior notes due March 
2010.

At March 31, 2010, total debt was $849.2 million, a decrease of $62.5 million 
from December 31, 2009, principally due to the payment of the company's  
6 7/8% senior notes, discussed above.

The company and certain international subsidiaries have access to uncommitted 
lines of credit from various banks.  

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. Termination events include failure to perform covenants, 
materially incorrect representations and warranties, change of control and 
default under debt aggregating at least $25 million.  At March 31, 2010 and 
December 31, 2009, the company had sold zero and $100 million, respectively, of 
eligible receivables. As discussed in note (j) of the Notes to Consolidated 
Financial Statements, effective January 1, 2010, the company adopted an 
accounting standard whereby its U.S. trade accounts receivable facility no 
longer meets the requirements to be treated as a sale of receivables, and 
therefore will be accounted for as a secured borrowing. See note (m) of the 
Notes to Consolidated Financial Statements.

At March 31, 2010, 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 $115 
million to its worldwide, primarily non-U.S., defined benefit pension plans in 
2010.  In accordance with regulations governing contributions to U.S. defined 
benefit pension plans, the company is not required to make cash contributions to
its U.S. qualified defined benefit pension plan in 2010.  Under current U.S. 
Pension Protection Act (PPA) rules, the company believes that it will be 
required to make a cash contribution of up to approximately $30 million in 2011 
to fund its U.S. qualified defined benefit pension plan.


<PAGE> 19

Pursuant to the indentures governing the secured notes maturing in 2014 and 
2015, net proceeds from the sale of the HIM business must be placed in a 
segregated account and may be used only for certain purposes, including to 
purchase long-term assets that would constitute collateral; to make capital 
expenditures with respect to assets that constitute collateral; or to repay 
certain of the company's outstanding debt obligations. To the extent that excess
proceeds remain 360 days following the closing of the transaction, the company 
may be required to offer to acquire the outstanding secured notes at 100% of 
face value plus accrued and unpaid interest.  See note (a) of the Notes to 
Consolidated Financial Statements.

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 economic conditions worsen, the company could 
see reductions in demand and increased pressure on revenue and profit margins. 
The company could also see a further consolidation of clients, which could also 
result in a decrease in demand.  The company's business could also be affected 
by acts of war, terrorism or natural disasters.  Current world tensions could 
escalate, and this could have unpredictable consequences on the world economy 
and on the company's business.

THE COMPANY'S FUTURE RESULTS MAY DEPEND ON ITS ABILITY TO ACCESS EXTERNAL CREDIT
MARKETS.  The capital and credit markets have experienced volatility and 
disruption.  Financial market conditions may impact the company's ability to 
borrow, to refinance its outstanding debt, or 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.

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 $115 million to its 
worldwide, primarily non-U.S., defined benefit pension plans in 2010.  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 2010. Under current U.S. Pension Protection Act (PPA) 
rules, the company believes that it will be required to make a cash contribution
of up to approximately $30 million in 2011 to its U.S. qualified defined benefit
pension plan. 

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.


<PAGE> 20

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 improve
profitability.  In prior years, the company has incurred significant cost 
reduction charges in connection with these efforts.  Future results will depend 
on the success of these efforts as well as 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. 

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. 



<PAGE> 21

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.  In addition, profit margins in this
business are largely a function of the rates the company is able to charge for 
services and the chargeability of its professionals. If the company is unable to
attain sufficient rates and chargeability for its professionals, profit margins 
will suffer. The rates the company is able to charge for services are affected 
by a number of factors, including clients' perception of the company's ability 
to add value through its services; introduction of new services or products by 
the company or its competitors; pricing policies of competitors; and general 
economic conditions. Chargeability is also affected by a number of factors, 
including the company's ability to transition employees from completed projects 
to new engagements, and its ability to forecast demand for services and thereby 
maintain an appropriate headcount. 

FUTURE RESULTS WILL ALSO DEPEND, IN PART, ON MARKET DEMAND FOR THE COMPANY'S 
HIGH-END ENTERPRISE SERVERS AND MAINTENANCE ON THESE SERVERS.  In recent years, 
the company's high-end enterprise servers and maintenance on these servers have 
experienced 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.  

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.


<PAGE> 22

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. 

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, currency restrictions and devaluations, 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.


<PAGE> 23

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


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

There has been no material change in the company's assessment of its sensitivity
to market risk since its disclosure in its Annual Report on Form 10-K for the 
fiscal year ended December 31, 2009.



Item 4.  Controls and Procedures
--------------------------------

The Company's management, with the participation of the Company's Chief 
Executive Officer and Chief Financial Officer, has evaluated the effectiveness 
of the Company's disclosure controls and procedures as of March 31, 2010. Based 
on this evaluation, the Company's Chief Executive Officer and Chief Financial 
Officer concluded that the Company's disclosure controls and procedures were 
effective for gathering, analyzing and disclosing the information the Company is
required to disclose in the reports it files under the Securities Exchange Act 
of 1934, within the time periods specified in the SEC's rules and forms. Such 
evaluation did not identify any change in the Company's internal control over 
financial reporting that occurred during the quarter ended March 31, 2010 that 
has materially affected, or is reasonably likely to materially affect, the 
Company's internal control over financial reporting.



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


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

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




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

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




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

(a)       Exhibits

          See Exhibit Index



<PAGE> 24


 

                                    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: April 30, 2010                           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> 25

                             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 Current 
         Report on Form 8-K dated April 29, 2010)

3.2      Bylaws of Unisys Corporation, as amended through April 29, 2010 
         (incorporated by reference to Exhibit 3.2 to the registrant's Current 
         Report on Form 8-K dated April 29, 2010)
     
10       Agreement dated February 9, 2010 between Unisys Corporation and 
         Richard C. Marcello (incorporated by reference to Exhibit 10 to the 
         registrant's Current Report on Form 8-K dated February 9, 2010)

12       Statement of Computation of Ratio of Earnings to Fixed Charges

31.1     Certification of J. Edward Coleman required by Rule 13a-14(a)
         or Rule 15d-14(a)

31.2     Certification of Janet Brutschea Haugen required by Rule 13a-14(a)
         or Rule 15d-14(a)

32.1     Certification of J. Edward Coleman required by Rule 13a-14(b)
         or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002,
         18 U.S.C. Section 1350

32.2     Certification of Janet Brutschea Haugen required by Rule 13a-14(b)
         or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002,
         18 U.S.C. Section 1350








                                                                      Exhibit 12

                             UNISYS CORPORATION
       COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
                               ($ in millions)

                                

                                  Three             
                                  Months     
                                  Ended          Years Ended December 31
                                  Mar. 31, ----------------------------------
                                  2010      2009   2008   2007   2006   2005 
                                  --------  ----   ----   ----   ----   ----  
Fixed charges
Interest expense                  $ 26.5   $ 95.2 $ 85.1 $ 76.3 $ 77.2 $ 64.7
Interest capitalized during 
  the period                         2.1      7.5    9.0    9.1    9.9   15.0  
Amortization of debt issuance
  expenses                            .7      3.3    4.1    3.8    3.8    3.4  
Portion of rental expense
  representative of interest         9.2     36.8   49.5   54.9   55.7   59.7  
                                   ------  ------ ------ ------ ------  ----- 
    Total Fixed Charges             38.5    142.8  147.7  144.1  146.6  142.8  
                                   ------  ------ ------ ------ ------  -----
Earnings                             
Income (loss) from continuing
 operations before income taxes     (4.4)   215.0  (88.2)  13.2 (229.7)(191.1)  
Add (deduct) the following:
 Share of loss (income) of
  associated companies                -        -      -      -     4.5   (7.2) 
 Amortization of capitalized
  interest                           2.4     11.6   16.1   14.5   13.7   12.9
                                   -----   ------ ------ ------ ------  -----
    Subtotal                        (2.0)   226.6  (72.1)  27.7 (211.5)(185.4)
                                   -----   ------ ------ ------ ------  -----

Fixed charges per above             38.5    142.8  147.7  144.1  146.6  142.8
Less interest capitalized during
  the period                        (2.1)    (7.5)  (9.0)  (9.1)  (9.9) (15.0)
                                   -----   ------ ------ ------ ------ ------
Total earnings (loss)              $34.4   $361.9 $ 66.6 $162.7 $(74.8)$(57.6)
                                   =====   ====== ====== ====== ====== ======

Ratio of earnings to fixed  
  charges                            *       2.53   *      1.13   *       *
                                   =====   ====== ====== ====== ======  =====


* Earnings for the three months ended March 31, 2010 and the years ended 
December 31, 2008, 2006 and 2005 were inadequate to cover fixed charges by $4.1 
million, $81.1 million, $221.4 million and $200.4 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: April 30, 2010


                                /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: April 30, 2010

                                /s/ Janet Brutschea Haugen 
                                    -------------------------
                            Name:   Janet Brutschea Haugen
                           Title:   Senior Vice President and
                                    Chief Financial Officer





Exhibit 32.1


                  CERTIFICATION OF PERIODIC REPORT

I, J. Edward Coleman, Chairman of the Board and Chief Executive Officer of 
Unisys Corporation (the "Company"), certify, pursuant to Section 906 of the 
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)   the Quarterly Report on Form 10-Q of the Company for the quarterly period 
ended March 31, 2010 (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: April 30, 2010



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


A signed original of this written statement required by Section 906 has been 
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.









Exhibit 32.2


                  CERTIFICATION OF PERIODIC REPORT

I, Janet Brutschea Haugen, Senior Vice President and Chief Financial Officer of 
Unisys Corporation (the "Company"), certify, pursuant to Section 906 of the 
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)   the Quarterly Report on Form 10-Q of the Company for the quarterly period 
ended March 31, 2010 (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: April 30, 2010



/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.