As filed with the Securities and Exchange Commission on November 1, 2013

                                            Registration No. __________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                       801 Lakeview Drive, Suite 100
                       Blue Bell, Pennsylvania 19422
                               (215) 986-4011
                  (Address of principal executive offices)

                      UNISYS CORPORATION SAVINGS PLAN
                          (Full title of the Plan)

                              GERALD P. KENNEY
                           Senior Vice President,
                        General Counsel and Secretary
                             Unisys Corporation
                         801 Lakeview Drive, Suite 100
                         Blue Bell, Pennsylvania 19422
                               (215) 986-4205
                   (Name and address of agent for service)

                      CALCULATION OF REGISTRATION FEE

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

(Check one):
  Large accelerated filer [x]               Accelerated filer []

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


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

Title of Securities       Amount         Proposed Maximum       Proposed Maximum       Amount of
      to be               to be           Offering Price       Aggregate Offering   Registration
    Registered          Registered         per Share (1)           Price (1)             Fee
-------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                      <C>                <C>
Common Stock,           3,000,000          $25.17                   $75,510,000        $9,725.69
par value $.01          shares
per share
=================================================================================================
</TABLE>


(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for 
the purpose of calculating the registration fee, based upon the average 
of the reported high and low sales prices for a share of Common Stock on 
October 28, 2013, as reported on the New York Stock Exchange.

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





<PAGE> 2

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information  *

Item 2.   Registrant Information and Employee Plan Annual Information  *

    *  Information required by Part I to be contained in the Section 
10(a) prospectus is omitted from this Registration Statement in 
accordance with Rule 428 under the Securities Act of 1933 and the Note to 
Part I of Form S-8.

                                 PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents have been filed with the Securities and 
Exchange Commission and are incorporated by reference in this 
registration Statement:

     (a) The Company's latest annual report filed pursuant to Section 
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange 
Act");

     (b) The Plan's latest annual report filed pursuant to Section 13(a) 
or 15(d) of the Exchange Act;

     (c) All other reports filed pursuant to Section 13(a) or 15(d) of 
the Exchange Act since the end of the fiscal year covered by the annual 
report referred to in (a) above;

     (d) The description of the Common Stock of the Company contained in 
a registration statement filed under the Exchange Act, including any 
amendment or report filed for the purpose of updating such description.

     All reports and other documents subsequently filed by the Company 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 
prior to the filing of a post-effective amendment that indicates that all 
securities offered hereby have been sold or that deregisters all 
securities then remaining unsold, shall be deemed to be incorporated by 
reference herein and to be part hereof from the date of filing of such 
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law (the "DGCL") 
provides for, among other things: 




<PAGE> 3


     (a) permissive indemnification for expenses, judgments, fines and 
amounts paid in settlement actually and reasonably incurred by designated 
persons, including directors and officers of a corporation, in the event 
such persons are parties to litigation other than stockholder derivative 
actions if certain conditions are met; 

     (b) permissive indemnification for expenses actually and reasonably 
incurred by designated persons, including directors and officers of a 
corporation, in the event such persons are parties to stockholder 
derivative actions if certain conditions are met; 

     (c) mandatory indemnification for expenses actually and reasonably 
incurred by designated persons, including directors and officers of a 
corporation, in the event such persons are successful on the merits or 
otherwise in litigation covered by (a) and (b) above; and 

     (d) that the indemnification provided for by Section 145 shall not 
be deemed exclusive of any other rights which may be provided under any 
by-law, agreement, stockholder or disinterested director vote, or 
otherwise. 

     The Company's Certificate of Incorporation provides that a director 
of the Company shall not be personally liable to the Company or its 
stockholders for monetary damages for breach of fiduciary duty as a 
director except for liability (a) for any breach of the director's duty 
of loyalty to the Company or its stockholders, (b) for acts or omissions 
not in good faith or which involve intentional misconduct or a knowing 
violation of law, (c) for paying a dividend or approving a stock 
repurchase in violation of Section 174 of the DGCL or (d) for any 
transaction from which the director derived an improper 
personal benefit. 

     The Certificate of Incorporation also provides that each person who 
was or is made a party to, or is involved in, any action, suit or 
proceeding by reason of the fact that he or she is or was a director or 
officer of the Company (or was serving at the request of the Company as a 
director, officer, employee or agent for another entity) shall be 
indemnified and held harmless by the Company, to the fullest extent 
authorized by the DGCL, as in effect (or, to the extent indemnification 
is broadened, as it may be amended) against all expense, liability or 
loss reasonably incurred by such person in connection therewith.  
The Certificate of Incorporation further provides that such rights to 
indemnification are contract rights and shall include the right to be 
paid by the Company the expenses incurred in defending the proceedings 
specified above, in advance of their final disposition, provided that, if 
the DGCL so requires, such payment shall only be made upon delivery to 
the Company by the indemnified party of an undertaking to repay all 
amounts so advanced if it shall ultimately be determined that the person 
receiving such payment is not entitled to be indemnified.  Persons so 
indemnified may bring suit against the Company to recover unpaid amounts 
claimed thereunder, and if such suit is successful, the expense of 
bringing such suit shall be reimbursed by the Company.  The Certificate 
of Incorporation provides that the right to indemnification and to the 
advance payment of expenses shall not be exclusive of any other right 
which any person may have or acquire under any statute, provision of the 
Company's Certificate of Incorporation or By-Laws, or otherwise. By 
resolution effective September 16, 1986, the Board of Directors extended 
the right to indemnification provided directors and officers by the 
Certificate of Incorporation to employees of the Company. The Certificate 
of Incorporation also provides that the Company may maintain insurance, 
at its expense, to protect itself and any of its directors, officers, 
employees or agents against any expense, liability or loss, whether or 
not the Company would have the power to indemnify such person against 
such expense, liability or loss under the DGCL. 


<PAGE> 4 

     On April 28, 1988, at the Company's 1988 Annual Meeting of 
Stockholders, the stockholders authorized the Company to enter into 
indemnification agreements ("Indemnification Agreements") with its 
directors, and such Indemnification Agreements have been executed with 
each of the directors of the Company. The Indemnification Agreements 
provide that the Company shall, except in certain situations specified 
below, indemnify a director against any expense, liability or loss 
(including attorneys' fees, judgments, fines, ERISA excise taxes or 
penalties and amounts paid in settlement) incurred by the director in 
connection with any actual or threatened action, suit or proceeding 
(including derivative suits) in which the director may be involved as a 
party or otherwise, by reason of the fact that the director is or was 
serving in one or more capacities as a director or officer of the Company 
or, at the request of the Company, as a director, officer, employee or 
agent of another corporation, partnership, joint venture, trust, employee 
benefit plan or other entity or enterprise. 

     The Indemnification Agreements require indemnification except to the 
extent (a) payment for any liability is made under an insurance policy 
provided by the Company, (b) indemnification is provided by the Company 
under the Certificate of Incorporation or By-Laws, the DGCL or otherwise 
than pursuant to the Indemnification Agreement, (c) the liability is 
based upon or attributable to the director gaining any personal pecuniary 
profit to which such director is not legally entitled or is determined to 
result from the director's knowingly fraudulent, dishonest or willful 
misconduct, (d) the liability arises out of the violation of certain 
provisions of the Securities Exchange Act of 1934 or (e) indemnification 
has been determined not to be permitted by applicable law. 

     The Indemnification Agreements further provide that, in the event of 
a Potential Change in Control (as defined therein), the Company shall 
cause to be maintained any then existing policies of directors' and 
officers' liability insurance for a period of six years from the date of 
a Change in Control (as defined therein) with coverage at least 
comparable to and in the same amounts as that provided by such policies 
in effect immediately prior to such Potential Change in Control.  In the 
event of a Potential Change in Control, the Indemnification Agreements 
also provide for the establishment by the Company of a trust (the 
"Trust"), for the benefit of each director, upon the written request by 
the director.  The Trust shall be funded by the Company in amounts 
sufficient to satisfy any and all liabilities reasonably anticipated at 
the time of such request, as agreed upon by the director and the Company. 

     The Indemnification Agreements also provide that no legal actions 
may be brought by or on behalf of the Company, or any affiliate of the 
Company, against a director after the expiration of two years from the 
date of accrual of such cause of action, and that any claim or cause of 
action of the Company or its affiliate shall be extinguished and deemed 
released unless asserted by the timely filing of a legal action within 
such two year period. 

     The directors and officers of the Company are insured against 
certain civil liabilities, including liabilities under federal securities 
laws, which might be incurred by them in such capacity. 



<PAGE> 5


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable


Item 8.   Exhibits

See the Exhibit Index which is incorporated herein by reference.  The 
Company undertakes that it will submit or has submitted the Unisys 
Corporation Savings Plan and any amendment thereto to the Internal 
Revenue Service (the "IRS") in a timely manner and has made or will make 
all changes required by the IRS in order to qualify the plan under 
Section 401 of the Internal Revenue Code.

ITEM 9.  UNDERTAKINGS

     The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a 
post-effective amendment to this Registration Statement: 

(i) To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933 (the "Securities Act"), unless the information 
required to be included in such post-effective amendment is contained in 
a periodic report filed by the Company pursuant to Section 13 or Section 
15(d) of the Exchange Act and incorporated herein by reference; 

(ii) To reflect in the prospectus any facts or events arising after the 
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement, unless the information required to be included in 
such post-effective amendment is contained in a periodic report filed by 
the Company pursuant to Section 13 or Section 15(d) of the Exchange Act 
and incorporated herein by reference; 

(iii) To include any material information with respect to the plan of 
distribution not previously disclosed in the Registration Statement or 
any material change to such information in the Registration Statement; 

(b) That, for the purpose of determining any liability under the 
Securities Act, each such post-effective amendment shall be deemed to be 
a new Registration Statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof; 

(c) To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the 
termination of the offering; 

(d) That, for purposes of determining any liability under the Securities 
Act, each filing of the Company's annual report pursuant to Section 13(a) 
or Section 15(d) of the Exchange Act (and, where applicable, each filing 
of the Plan's annual report pursuant to Section 15(d) of the Exchange 
Act) that is incorporated by reference in the Registration Statement 
shall be deemed to be a new Registration Statement relating to the 
securities offered therein, and the offering of such securities at that 
time shall be deemed to be the initial bona fide offering thereof; 



<PAGE> 6
     Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the provisions described in Item 6 
above, or otherwise, the registrant has been advised that in the opinion 
of the Securities and Exchange Commission such indemnification is against 
public policy as expressed in the Securities Act and is, therefore, 
unenforceable. In the event a claim for indemnification against such 
liabilities (other than the payment by the registrant of expenses 
incurred or paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or proceeding) 
is asserted against the registrant by such director, officer or 
controlling person in connection with the securities being registered, 
the registrant will, unless in the opinion of its counsel the matter has 
been settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Securities Act and will be governed by 
the final adjudication of such issue.






<PAGE> 7
                                  SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 
1933, the registrant certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8 and has duly 
caused this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the Township of Whitpain, 
Commonwealth of Pennsylvania, on November 1, 2013.

                                   UNISYS CORPORATION

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


                              POWER OF ATTORNEY

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


     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on November 1, 2013.



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

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

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

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

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

/s/ Jared L. Cohon                           Director
------------------
Jared L. Cohon

/s/ Alison Davis                             Director
----------------
Alison Davis

/s/ Nathaniel A. Davis                       Director
------------------------
Nathaniel A. Davis

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

                                             Director
----------------------
Denise K. Fletcher

                                             Director
----------------------
Leslie F. Kenne

/s/ Lee D. Roberts                           Director
----------------------
Lee D. Roberts

/s/ Paul E. Weaver                           Director
------------------
Paul E. Weaver


THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, 
the Plan administrator has duly caused this registration statement to be 
signed on its behalf by the undersigned, thereunto duly authorized in the 
Township of Whitpain, Commonwealth of Pennsylvania, on November 1, 2013.

                           UNISYS CORPORATION SAVINGS PLAN

                                UNISYS CORPORATION


                              By: /s/ Scott Hurley
                                  -----------------
                                  Scott Hurley
                                  Vice President and Corporate Controller



<PAGE> 8



                                 EXHIBIT INDEX


Exhibit 
   No. 
-------
4.1               Restated Certificate of Incorporation of Unisys 
                  Corporation (incorporated by reference to Exhibit 3.1 
                  to Unisys Corporation's Current Report on Form 8-K 
                  dated April 29, 2010)

4.2               Certificate of Designations of the Company's 6.25% 
                  Mandatory Convertible Preferred Stock, Series A 
                  (incorporated by reference to Exhibit 3.1 to Unisys 
                  Corporation's Current Report on Form 8-K filed on 
                  March 1, 2011

4.3               Certificate of Amendment to Restated Certificate of 
                  Incorporation of Unisys Corporation (incorporated by 
                  reference to Exhibit 3.1 to Unisys Corporation's 
                  Current Report on From 8-K filed on April 28, 2011)

4.4               By-Laws of Unisys Corporation, as amended through 
                  April 29, 2010 (incorporated by reference to Exhibit 
                  3.2 to Unisys Corporation's Current Report on Form 8-K 
                  dated April 29, 2010)

4.5               Unisys Corporation Savings Plan, amended and restated 
                  effective January 1, 2012 (incorporated by reference to 
                  Exhibit 10.26 to Unisys Corporation's Annual Report on 
                  Form 10-K for the year ended December 31, 2011) 

5.1               Opinion of Virginia C. Pappas, Esq. as to the legality 
                  of the shares of Common Stock covered by the 
                  Registration Statement

23.1              Consent of KPMG LLP, Independent Registered Public 
                  Accounting Firm

23.2              Consent of counsel (included in opinion filed as 
                  Exhibit 5.1)

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





November 1, 2013
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422


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


Ladies and Gentlemen:

I am an Associate General Counsel of Unisys Corporation, a Delaware 
corporation (the "Company"), and am rendering this opinion in connection 
with the registration of an additional 3,000,000 shares (the "Shares") 
of the Company's Common Stock, par value $.01 per share, on a 
registration statement on Form S-8 (the "Registration Statement") filed 
pursuant to the Securities Act of 1933, as amended (the "Act").  The 
Shares will be either (a) issued as company matching contributions under 
the Unisys Corporation Savings Plan (the "Plan") or (b) purchased in 
the open market by the Plan's trustee on behalf of Plan participants who 
elect to invest in the Unisys Common Stock Fund offered under the Plan.  

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

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

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

I hereby consent to the filing of this opinion as Exhibit 5.1 to the 
Registration Statement.  In giving such consent, I do not thereby admit 
that I am an expert with respect to any part of the Registration 
Statement, including this exhibit, within the meaning of the term 
"expert" as used in the Act or the rules and regulations issued 
thereunder.

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


Very truly yours, 


/s/ Virginia C. Pappas


       Consent of Independent Registered Public Accounting Firm

The Board of Directors
Unisys Corporation:

We consent to the use of our reports dated February 22, 2013, with 
respect to the consolidated balance sheets of Unisys Corporation and 
subsidiaries as of December 31, 2012 and 2011, the related consolidated 
statements of income, comprehensive income, deficit and cash flows for 
each of the years in the three-year period ended December 31, 2012, the 
related financial statement schedule, and the effectiveness of internal 
control over financial reporting as of December 31, 2012, which reports 
appear in the December 31, 2012 annual report on Form 10-K incorporated 
herein by reference.

We also consent to the use of our report dated June 26, 2013, with 
respect to the statements of net assets available for benefits of the 
Unisys Corporation Savings Plan as of December 31, 2012 and 2011, the 
related statements of changes in net assets available for benefits for 
the years then ended, and the related supplemental schedule of Schedule 
H, Line 4i-Schedule of Assets (Held at End of Year) as of December 31, 
2012 which report appears in the December 31, 2012 annual report on Form 
11-K of the Unisys Corporation Savings Plan, incorporated
 herein by 
reference.

/s/ KPMG LLP
Philadelphia, Pennsylvania
November 1, 2013