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, 2001.

[ ]   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 [ ]

     Number of shares of Common Stock outstanding as of March 31, 2001:
316,696,470.







<PAGE> 2

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>

                             UNISYS CORPORATION
                    CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                (Millions)
<CAPTION>   
                                          
                                          March 31,    December 31,
                                            2001          2000
                                         -----------   ------------
<S>                                       <C>            <C>
Assets
------
Current assets
Cash and cash equivalents                 $  326.0       $  378.0
Accounts and notes receivable, net         1,140.6        1,247.4
Inventories
   Parts and finished equipment              242.5          249.4
   Work in process and materials             197.7          176.1
Deferred income taxes                        462.7          460.6
Other current assets                         102.6           75.5
                                          --------       --------
Total                                      2,472.1        2,587.0
                                          --------       --------

Properties                                 1,576.1        1,584.1
Less-Accumulated depreciation                958.6          963.9
                                          --------       --------
Properties, net                              617.5          620.2
                                          --------       --------
Investments at equity                        225.8          225.8
Software, net of accumulated amortization    301.1          296.7
Prepaid pension cost                       1,112.5        1,063.0
Deferred income taxes                        583.6          583.6
Other assets                                 436.6          341.4
                                          --------       --------
Total                                     $5,749.2       $5,717.7
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $  180.1       $  209.5

Current maturities of long-term debt          15.7           16.8
Accounts payable                             655.5          847.7
Other accrued liabilities                  1,287.5        1,323.5
Income taxes payable                         299.4          288.3
                                          --------       --------
Total                                      2,438.2        2,685.8         
                                          --------       --------
Long-term debt                               535.8          536.3
Other liabilities                            498.7          309.5

Stockholders' equity
Common stock, shares issued: 2001, 318.6;
   2000,317.3                                  3.2            3.2
Accumulated deficit                       (  760.1)      (  829.4)
Other capital                              3,671.0        3,656.0
Accumulated other comprehensive loss      (  637.6)      (  643.7)
                                          --------       --------
Stockholders' equity                       2,276.5        2,186.1
                                          --------       --------
Total                                     $5,749.2       $5,717.7
                                          ========       ========
</TABLE>

See notes to consolidated financial statements.



<PAGE> 3

<TABLE>

                              UNISYS CORPORATION
                CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
                     (Millions, except per share data)

<CAPTION>
                                         Three Months Ended March 31  
                                         ---------------------------   
                                             2001           2000     
                                           --------       --------   
<S>                                        <C>            <C>        
Revenue                                    $1,623.8       $1,668.7   
                                           --------       --------   
Costs and expenses
   Cost of revenue                          1,196.2        1,129.4
   Selling, general and administrative        245.3          281.5   
   Research and development expenses           76.0           82.1    
                                           --------       --------   
                                            1,517.5        1,493.0     
                                           --------       --------   
Operating income                              106.3          175.7   

Interest expense                               15.9           20.5   
Other income (expense), net                    13.0            6.2  
                                           --------       --------   
Income before income taxes                    103.4          161.4   
Provision for income taxes                     34.1           54.9   
                                           --------       --------   
Net income                                 $   69.3       $  106.5
                                           ========       ========
Earnings per share
   Basic                                   $    .22       $    .34
                                           ========       ========
   Diluted                                 $    .22       $    .34
                                           ========       ========

</TABLE>


See notes to consolidated financial statements.

                                                












<PAGE> 4

<TABLE>
                           UNISYS CORPORATION
               CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                (Millions)
<CAPTION>
                                                    Three Months Ended
                                                         March 31
                                                    ------------------
                                                       2001      2000
                                                    --------   --------
<S>                                                <C>        <C>
Cash flows from operating activities
Net income                                         $   69.3   $  106.5
Add(deduct) items to reconcile net income 
   to net cash provided by (used for) operating
   activities:
Depreciation                                           35.1       37.8
Amortization:   
   Marketable software                                 30.4       29.2
   Goodwill                                             1.9        2.4
(Increase) in deferred income taxes, net             (  2.0)    (  2.9) 
Decrease in receivables, net                           20.9       72.7
(Increase) in inventories                            ( 14.8)    (  4.4)
(Decrease) in accounts payable and
   other accrued liabilities                         (234.2)    (246.1)
Increase in income taxes payable                       11.1        6.4
Increase (decrease) in other liabilities              190.4     (   .2)
(Increase) in other assets                           ( 89.3)    ( 46.5)
Other                                                   5.0        2.2
                                                    -------     ------
Net cash provided by (used for) operating
   activities                                          23.8     ( 42.9)
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                          420.0      135.7
   Purchases of investments                          (415.3)    (128.5)
   Investment in marketable software                 ( 34.8)    ( 34.3)
   Capital additions of properties                   ( 31.6)    ( 38.2)
   Proceeds from sales of properties                               7.8
   Purchases of businesses                                      (  3.8)
                                                    -------     ------
Net cash (used for) investing activities             ( 61.7)    ( 61.3) 
                                                    -------     ------
Cash flows from financing activities
   Net (reduction in) proceeds from short-term
   borrowings                                        ( 29.5)      25.2
   Proceeds from employee stock plans                   9.2       17.0      
   Payments of long-term debt                        (   .3)    (  2.9)       
                                                    -------     ------
Net cash (used for) provided by financing
   activities                                        ( 20.6)      39.3
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                            6.5     (  1.7)
                                                    -------     ------

Decrease in cash and cash equivalents                ( 52.0)    ( 66.6)
Cash and cash equivalents, beginning of period        378.0      464.0
                                                    -------    -------
Cash and cash equivalents, end of period            $ 326.0    $ 397.4
                                                    =======    =======
</TABLE>


See notes to consolidated financial statements.
                                               




<PAGE> 5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.  Because of seasonal and other factors, results
for interim periods are not necessarily indicative of the results to
be expected for the full year.

a. The following table shows how earnings per share were computed for the
   three months ended March 31, 2001 and 2000 (dollars in millions, shares
   in thousands):

                                                  Three Months Ended March 31,
                                                  ----------------------------
                                                     2001             2000
                                                  -----------     -----------
    Basic Earnings Per Share

    Net income                                     $      69.3     $     106.5
                                                   ===========     ===========

    Weighted average shares                        316,309,119     311,160,698
                                                   ===========     ===========
    Basic earnings per share                       $       .22     $       .34
                                                   ===========     ===========

    Diluted Earnings Per Share

    Net income                                     $      69.3     $     106.5
                                                   ===========     ===========

    Weighted average shares                        316,309,119     311,160,698
    Plus incremental shares from assumed 
      conversions of employee stock plans            2,720,156       5,918,972
                                                   -----------     -----------
    Adjusted weighted average shares               319,029,275     317,079,670
                                                   ===========     ===========
    Diluted earnings per share                     $       .22     $       .34
                                                   ===========     ===========

    During the three months ended March 31, 2001, 23.8 million shares related to
    employee stock plans were not included in the computation of diluted  
    earnings per share because to do so would have been antidilutive.


b. Effective January 1, 2001, the company adopted Statement of Financial
   Accounting Standards ("SFAS") No. 133 "Accounting for Derivative
   Instruments and Hedging Activities."  This statement establishes accounting
   and reporting standards for derivative instruments and hedging activities.
   SFAS No. 133 requires a company to recognize all derivatives as either assets
   or liabilities in the statement of financial position and measure those
   instruments at fair value.  Derivatives that are not hedges must be adjusted
   to fair value through income.  If the derivative is a hedge, depending on the
   nature of the hedge, changes in the fair value of derivatives are either
   offset against the change in fair value of assets, liabilities, or firm
   commitments through earnings or recognized in other comprehensive income
   until the hedged item is recognized in earnings.  The ineffective portion of
   a derivative's change in fair value will be immediately recognized in
   earnings.  The cumulative effect of the change in accounting principle due to
   the adoption of SFAS NO. 133 resulted in the recognition of income of $3.3
   million (net of $1.8 million of tax) in other comprehensive income.



<PAGE> 6

   During the three months ended March 31, 2001, the amount recorded in 
   earnings (a) related to cash flow hedge ineffectiveness and (b) as a result 
   of the discontinuance of cash flow hedges because it is probable that the 
   original transactions will not occur by the end of the originally specified 
   period, was immaterial.  In assessing hedge effectiveness, the company 
   excludes forward exchange contract points and the change in time value 
   related to purchased foreign currency option contracts.

   The company generally enters into cash flow hedge contracts for periods
   ranging from three months to one year.  The amount reported in accumulated
   other comprehensive income related to cash flow hedges is expected to be
   reclassified into earnings during the above period of time as the
   transactions being hedged are recorded.

                                           
c. A summary of the company's operations by business segment for the three-month
   periods ended March 31, 2001 and 2000 is presented below
   (in millions of dollars):

                             Total    Corporate    Services    Technology
   Three Months Ended        -----    ---------    --------    ----------  
     March 31, 2001
   ------------------
   Customer revenue         $1,623.8               $1,175.7      $448.1 
   Intersegment                        $( 82.1)        13.3        68.8
                            --------   --------    --------      ------
   Total revenue            $1,623.8   $( 82.1)    $1,189.0      $516.9 
                            ========   ========    ========      ======
   Operating income(loss)   $  106.3   $(  9.3)    $   27.1      $ 88.5 
                            ========   =======     ========      ======

   Three Months Ended      
     March 31, 2000
   ------------------
   Customer revenue         $1,668.7               $1,125.0      $543.7
   Intersegment                        $(124.1)        11.0       113.1
                            --------   -------     --------      ------
   Total revenue            $1,668.7   $(124.1)    $1,136.0      $656.8
                            ========   =======     ========      ======
   Operating income(loss)   $  175.7   $  13.4     $   19.1      $143.2
                            ========   =======     ========      ======

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

                                            Three Months Ended March 31
                                            ---------------------------
                                                 2001          2000
                                                 ----          ----
   Total segment operating income               $115.6        $162.3        
   Interest expense                              (15.9)        (20.5)
   Other income (expense), net                    13.0           6.2         
   Corporate and eliminations                    ( 9.3)         13.4         
                                                ------        ------
   Total income before income taxes             $103.4        $161.4 
                                                ======        ======



<PAGE> 7

d. Comprehensive income for the three months ended March 31, 2001 and
   2000 includes the following components (in millions of dollars):

                                                         2001       2000      
                                                         ----       ----  

    Net income                                          $ 69.3     $106.5     

    Other comprehensive income (loss)
      Cumulative effect of change in accounting
       principle (SFAS No. 133), net of tax of $1.8        3.3
      Cash flow hedges
          Income (loss), net tax of $3.7                   6.9
          Reclassification adjustments, net of tax
          of $(1.3)                                       (2.6)
      Foreign currency translation adjustments,
       net of tax of $(1.7) and $2.9                      (1.5)       2.9
                                                        ------     ------
    Total other comprehensive income                       6.1        2.9
                                                        ------     ------
    Comprehensive income                                $ 75.4     $109.4
                                                        ======     ======


Accumulated other comprehensive income (loss) as of December 31, 2000 and
    March 31, 2001 is as follows (in millions of dollars):


                                                                      Cash
                                                       Translation    Flow
                                               Total   Adjustments   Hedges
                                               -----   -----------   ------

    Balance at December 31, 1999             $(570.4)    $(570.4)    $    -
    Current-period change                     ( 73.3)     ( 73.3)
                                             -------     -------     ------
    Balance as December 31, 2000              (643.7)     (643.7)         -
    Current-period change                        6.1      (  1.5)       7.6
                                             -------     -------     ------
    Balance at March 31, 2001                $(637.6)    $(645.2)    $  7.6
                                             =======     =======     ======



e.   The amount credited to stockholders' equity for the income tax benefit
     related to the company's stock plans for the three months ended March 31,
     2001 and 2000 was $2.4 million and $3.0 million, respectively. The company
     expects to realize these tax benefits on future Federal income tax returns.




<PAGE> 8


I
tem 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.


Overview
--------

During 2000, the company took actions to focus its resources on high-growth 
markets; de-emphasize non-strategic, low-growth and low-margin businesses and 
products; and reduce its cost structure in line with its more focused business 
model.  As part of these actions, the company de-emphasized low-margin 
commodity products and explored strategic alternatives for its Federal 
government business, including divestment.  Based on weak market conditions, 
the company has decided to retain its Federal government unit. The company is 
taking aggressive actions to position its Federal business for profitable 
growth by de-emphasizing the sale of commodity hardware, streamlining 
infrastructure costs and expenses, and better integrating the unit within the 
overall company business structure.

The following discussion of results of operations compare the results for the 
first quarter of 2001 with both the as reported and pro forma results for the 
first quarter of 2000.  The pro forma results exclude de-emphasized low-margin 
commodity hardware.  For the three months ended March 31, 2000, financial 
highlights on an as reported and on a pro forma basis are as follows (in 
millions of dollars, except per share data):


                                       Three Months Ended
                                         March 31, 2000
                                     ----------------------
                                        As             Pro
                                     Reported         Forma
                                     --------        -------

Revenue                              $1,668.7       $1,529.8
Cost of revenue                       1,129.4          997.0
Gross profit %                           32.3%          34.8%
S,G&A                                   281.5          274.4
S,G&A as a % of revenue                  16.9%          17.9%
Operating income                        175.7          178.3
Operating income as a % of revenue       10.5%          11.7%
Net income                              106.5          107.4
Diluted earnings per share                .34            .34


Results of Operations
---------------------

For the three months ended March 31, 2001, the company reported net income of 
$69.3 million, or $.22 per diluted share, compared to $106.5 million, or $.34 
per diluted share, for the three months ended March 31, 2000.

Total revenue for the quarter ended March 31, 2001 was $1.62 billion, down 3% 
from revenue of $1.67 billion for the quarter ended March 31, 2000.  The 
decrease in revenue was principally due to lower sales of commodity products 
(discussed above) and enterprise servers and declines in systems integration.  
Excluding the negative impact of foreign currency translations, revenue in the 
quarter was up 2% when compared to the year-ago period.  When compared to pro 
forma revenue of $1.53 billion for the first quarter of 2000, revenue for the 
current quarter increased 6%.  However, approximately 4-5 percentage points of 
revenue growth was attributable to residual commodity hardware sales during the 
first quarter of 2001.

Total gross profit was 26.3% in the first quarter of 2001 compared to 32.3% in 
the year-ago period, principally due to a lower mix of higher-margin products 
and services than in the year-ago quarter.

For the three months ended March 31, 2001, selling, general and administrative 
expenses were $245.3 million (15.1% of revenue) compared to $281.5 million 
(16.9% of revenue) for the three months ended March 31, 2000.  Research and 
development expense was $76.0 million compared to $82.1 million a year earlier.
The decrease in these expenses reflected the benefits of tight controls placed 
on discretionary spending during the quarter as well as the benefits of the 
restructuring actions announced in the fourth quarter of 2000.  In both periods,
but principally in the year-ago period, selling, general and administrative 
expense benefited from insurance cost reimbursements.



<PAGE> 9

For the first quarter of 2001, the company reported an operating income percent 
of 6.5% compared to 10.5% (11.7% on a pro forma basis) for the first quarter of 
2000.

Information by business segment is presented below (in millions):
                                                                     
                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
March 31, 2001
------------------
Customer revenue          $1,623.8                  $1,175.7    $448.1
Intersegment                           $( 82.1)         13.3      68.8
                          --------     -------      --------    ------      
Total revenue             $1,623.8     $( 82.1)     $1,189.0    $516.9
                          ========     =======      ========    ====== 

Gross profit percent          26.3%                     18.2%     43.0%
                          ========                  ========    ======
Operating income
     percent                   6.5%                      2.3%     17.1%
                          ========                  ========    ======
Three Months Ended
March 31, 2000 - As Reported
----------------------------
Customer revenue          $1,668.7                  $1,125.0    $543.7
Intersegment                           $(124.1)         11.0     113.1
                          --------     -------      --------    ------
Total revenue             $1,668.7     $(124.1)     $1,136.0    $656.8
                          ========     =======      ========    ======

Gross profit percent          32.3%                     21.1%     46.3%
                          ========                  ========    ======
Operating income
     percent                  10.5%                      1.7%     21.8%
                          ========                  ========    ======   
Three Months Ended
March 31, 2000 - Pro Forma
--------------------------
Customer revenue          $1,529.8                  $1,036.3    $493.5
Intersegment                           $(116.0)         16.5      99.5
                          --------     -------      --------    ------   
Total revenue             $1,529.8     $(116.0)     $1,052.8    $593.0
                          ========     =======      ========    ====== 

Gross profit percent          34.8%                     22.4%     51.1%
                          ========                  ========    ======
Operating income
     percent                  11.7%                      2.1%     25.0%
                          ========                  ========    ======


In the Services segment, customer revenue was $1.18 billion up 5% from $1.13 
billion in the year-ago period, as an increase in network services and 
outsourcing more than offset declines in systems integration and repeatable 
solutions, proprietary maintenance and lower sales of commodity products.  The 
gross profit percent declined to 18.2% in the current quarter compared to 21.1% 
in the prior period, principally reflecting underutilization of services 
personnel (primarily in systems integration), the startup of large outsourcing 
contracts, and a lower mix of higher-margin proprietary maintenance revenue in 
the quarter.  Operating income percent increased to 2.3% in the current quarter 
from 1.7% last year, principally due to a decline in selling, general and 
administrative expenses.  Customer revenue in the Services segment increased 13%
in the current quarter from pro forma revenue in the year-ago quarter.



<PAGE> 10

In the Technology segment, customer revenue declined 18% to $448 million in the 
first quarter of 2001 from $544 million in the prior-year period, principally 
due to declines in ClearPath enterprise server revenue and lower commodity 
hardware sales.  The gross profit percent was 43.0% in the current quarter 
compared to 46.3% in the prior period, reflecting the lower mix of higher-margin
ClearPath server sales in the quarter.  Operating profit in this segment 
declined to 17.1% in the current quarter from 21.8% in 2000, principally due to 
the gross profit decline.  Customer revenue in the Technology segment declined 
9% in the current period from pro forma revenue in the year-ago period.

Interest expense for the three months ended March 31, 2001 was $15.9 million 
compared to $20.5 million for the three months ended March 31, 2000.  The 
decline was principally due to lower average borrowings.

Other income (expense), net, which can vary from quarter to quarter, was income 
of $13.0 million in the current quarter compared to $6.2 million in the year-ago
quarter.  The increase was principally due to foreign exchange gains in the 
current period compared to losses in the year-ago period.

Income before income taxes was $103.4 million in the first quarter of 2001 
compared to $161.4 million last year.  The provision for income taxes was $34.1 
million in the current period (33% effective rate)compared to $54.9 million in 
the year-ago period (34% effective rate).  The decline in the effective tax rate
was principally due to tax planning strategies.

In September 2000, the Financial Accounting Standards Board issued SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments 
of Liabilities."  This statement revises the accounting standards for 
securitizations and other transfers of financial assets and collateral and 
requires certain disclosures.  This statement is effective for transfers and 
servicing of financial assets occurring after March 31, 2001.  Adoption of SFAS 
No. 140 will not have a material effect on the company's consolidated financial 
position, consolidated results of operations, or liquidity.


Financial Condition
-------------------

Cash and cash equivalents at March 31, 2001 were $326.0 million compared to 
$378.0 million at December 31, 2000.  

During the three months ended March 31, 2001, cash provided by operations was 
$23.8 million compared to a cash usage of $42.9 million for the three months 
ended March 31, 2000, principally reflecting an improvement in working capital 
management, mainly a higher level of advance payments under long-term contracts.
Cash expenditures in the current quarter related to prior-year restructuring 
charges (which are included in operating activities) were $12 million compared 
to $11 million for the prior-year quarter, and are expected to be approximately 
$46 million for the remainder of 2001 and $20 million in total for all 
subsequent years, principally for work-force reductions and facility costs.  
Personnel reductions in the current quarter related to these restructuring
actions were approximately 100 and are expected to be approximately 600 for the 
remainder of the year.

Cash used for investing activities for the three months ended March 31, 2001 was
$61.7 million compared to $61.3 million during the three months ended March 31, 
2000.  

Cash used for financing activities during the current quarter was $20.6 million 
compared to cash provided of $39.3 million in the prior year principally due to 
a reduction in short-term borrowings in the current quarter.  
                                            
At March 31, 2001, total debt was $731.6 million, a decrease of $31.0 million 
from December 31, 2000.

In March 2001, the company entered into a new three-year $450 million unsecured 
credit agreement which replaced the $400 million three-year facility that was to
expire in June 2001.  As of March 31, 2001, there were no borrowings outstanding
under this agreement.



<PAGE> 11

In April 2000, the company redeemed all of its $399.5 million outstanding 
12% senior notes.  The redemption was funded through a combination of cash and 
short-term borrowings.  In March 2000, the company entered into an additional 
$150 million credit agreement expiring April 2001 for the purpose of funding 
this redemption.  As of March 31, 2001, $105.0 million was borrowed under this 
agreement at a rate of 6.08%.  On April 12, 2001, such amount was repaid at 
maturity and the agreement expired.

The company may, from time to time, redeem, tender for, or repurchase its debt 
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 $700 million of debt or equity securities, which
enables the company to be prepared for future market opportunities.

At March 31, 2001, the company had deferred tax assets in excess of deferred tax
liabilities of $1,301 million.  For the reasons cited below, management 
determined that it is more likely than not that $992 million of such assets will
be realized, therefore resulting in a valuation allowance of $309 million.
                                         
The company evaluates quarterly the realizability of its deferred tax assets and
adjusts the amount of the related valuation 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 deferred tax assets. Approximately $3.0 billion of future
taxable income (predominantly U.S.) is needed to realize all of the net deferred
tax assets.  Failure to achieve forecasted taxable income might affect the 
ultimate realization of the net deferred tax assets.  See "Factors that may 
affect future results" below. 

Stockholders' equity increased $90.4 million during the three months ended March
31, 2001, principally reflecting net income of $69.3 million, $12.7 million for 
issuance of stock under stock option and other plans, $2.4 million of tax 
benefits related to employee stock plans and currency translation of $6.1 
million. 

Conversion to the Euro Currency
-------------------------------

On January 1, 1999, certain member countries of the European Union established 
fixed conversion rates between their existing currencies and the European 
Union's common currency (the "euro").  The transition period for the 
introduction of the euro began on January 1, 1999.  The company is addressing 
the issues involved with the introduction of the euro.  The more important 
issues facing the company include converting information technology systems, 
reassessing currency risk, and negotiating and amending agreements.

Based on progress to date, the company believes that the use of the euro will 
not have a significant impact on the manner in which it conducts its business. 
Accordingly, conversion to the euro is not expected to have a material effect on
the company's consolidated financial position, consolidated results of 
operations, or liquidity.

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. 
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.  In addition to changes in general 
economic and business conditions and natural disasters, these include, but are 
not limited to, the factors discussed below.

The company operates in an industry characterized by aggressive competition, 
rapid technological change, evolving technology standards, and short product 
life-cycles.  



<PAGE> 12

Future operating results will depend on the company's ability to design, 
develop, introduce, deliver, or obtain new products and services on a timely and
cost-effective basis; the success of the actions taken to focus on higher 
growth, higher-margin e-business opportunities; on its ability to effectively 
manage the shift in its technology business into higher growth, standards-based 
server products; on its ability to mitigate the effects of competitive pressures
and volatility in the information technology and services industry on revenues, 
pricing and margins; and on its ability to successfully attract and retain 
highly skilled people.  In addition, future operating results could be impacted 
by market demand for and acceptance of the company's service and product 
offerings.

Certain of the company's systems integration contracts are fixed-price contracts
under which the company assumes the risk for delivery of the contracted services
at an agreed-upon price.  Future results will depend on the company's ability to
profitably perform these services contracts and bid and obtain new contracts.

The company frequently enters into contracts with governmental entities.  
Associated risks and uncertainties include the availability of appropriated 
funds and contractual provisions allowing governmental entities to terminate 
agreements in their discretion before the end of their terms.

The company frequently forms alliances with third parties that have 
complementary products, services, or skills.  Future results will depend in part
on the performance and capabilities of these third parties.  Future results will
also depend upon 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.

Approximately 58% of the company's total revenue derives from international 
operations.  The risk of doing business internationally include foreign currency
exchange rate fluctuations, changes in political or economic conditions, trade 
protection measures, and import or export licensing requirements.






<PAGE> 13



P
art II - OTHER INFORMATION
-------   -----------------


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

As previously reported, most recently in the company's Annual Report on Form 10-
K for the year ended December 31, 2000, a number of purported class action 
lawsuits seeking unspecified compensatory damages have been filed against Unisys
and various current and former officers in the U.S. District Court for the 
Eastern District of Pennsylvania by persons who acquired Unisys common stock 
during the period May 4, 1999 through October 14, 1999.  On February 16, 2000, 
these actions, which are in the early stages, were consolidated under the 
caption In re: Unisys Corporation Securities Litigation.  The plaintiffs allege 
violations of the Federal securities laws in connection with statements made by 
the company concerning certain of its services contracts.  The company believes 
it has meritorious defenses and intends to defend this action vigorously.


Item 6.   Exhibits and Reports on Form 8-K
-------   --------------------------------

(a)       Exhibits

          See Exhibit Index

(b)       Reports on Form 8-K

          During the quarter ended March 31, 2001, the company filed no Current 
Reports on Form 8-K.









<PAGE> 14



                               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 26, 2001                        By: /s/ Janet M. Brutschea Haugen
                                                -----------------------------
                                                Janet M. Brutschea Haugen
                                                Senior Vice President and Chief
                                                Financial Officer 
                                                (Principal Financial and 
                                                 Accounting Officer)









<PAGE> 15


                             EXHIBIT INDEX



Exhibit
Number                        Description
-------                       -----------

12       Statement of Computation of Ratio of Earnings to Fixed Charges








Exhibit 12

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

<CAPTION>                                

                                  Three             
                                  Months     
                                  Ended           Years Ended December 31
                                  Mar. 31, -----------------------------------
                                  2001       2000    1999   1998    1997   1996
                                  ---------  ----    ----   ----    ----   ----
<S>                                <C>       <C>    <C>    <C>     <C>    <C>
Fixed charges
Interest expense                   $  15.9   $ 79.8 $127.8 $171.7  $233.2 $249.7   
Interest capitalized during 
  the period                           3.0     11.4    3.6     -       -      -
Amortization of debt issuance
  expenses                              .6      3.2    4.1    4.6     6.7    6.3   
Portion of rental expense
  representative of interest          10.6     42.2   46.3   49.1    51.8   59.8
                                    ------   ------  -----  -----   -----  -----
    Total Fixed Charges               30.1    136.6  181.8  225.4   291.7  315.8
                                    ------   ------ ------ ------  ------ ------
Earnings                             
Income (loss) from continuing
 operations before income taxes      103.4    379.0  770.3  594.2  (748.1)  80.2
Add (deduct) the following:
 Share of loss (income) of
  associated companies                  -     (20.5)   8.9    (.3)    5.9   
(4.9)  
 Amortization of capitalized
  interest                             1.1      2.2     -      -       -      -
                                    ------   ------ ------ ------  ------ ------
    Subtotal                         104.5    360.7  779.2  593.9  (742.2)  75.3
                                    ------   ------ ------ ------  ------ ------

Fixed charges per above               30.1    136.6  181.8  225.4   291.7  315.8
Less interest capitalized during
  the period                          (3.0)   (11.4)  (3.6)    -      -      -
                                    ------   ------ ------ ------ ------- ------
Total earnings (loss)               $131.6   $485.9 $957.4 $819.3 $(450.5)$391.1
                                    ======   ====== ====== ====== ======= ======

Ratio of earnings to fixed 
  charges                             4.37     3.56   5.27   3.63      *    1.24  
                                    ======   ====== ====== ====== ======= ======
</TABLE>


* Earnings for the year ended December 31, 1997 was inadequate to cover fixed
  charges by approximately $742.2 million.