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

                                FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 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 June 30, 2001:
318,095,904.



<PAGE> 2

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>

                             UNISYS CORPORATION
                    CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                (Millions)
<CAPTION>   
                                          
                                           June 30,    December 31,
                                            2001          2000
                                         -----------   ------------
<S>                                       <C>            <C>
Assets
------
Current assets
Cash and cash equivalents                 $  244.7       $  378.0
Accounts and notes receivable, net         1,040.1        1,247.4
Inventories
   Parts and finished equipment              240.7          249.4
   Work in process and materials             180.2          176.1
Deferred income taxes                        463.4          460.6
Other current assets                         109.6           75.5
                                          --------       --------
Total                                      2,278.7        2,587.0
                                          --------       --------

Properties                                 1,590.0        1,584.1
Less-Accumulated depreciation                959.7          963.9
                                          --------       --------
Properties, net                              630.3          620.2
                                          --------       --------
Investments at equity                        204.7          225.8
Software, net of accumulated amortization    303.4          296.7
Prepaid pension cost                       1,155.9        1,063.0
Deferred income taxes                        583.6          583.6
Other assets                                 461.8          341.4
                                          --------       --------
Total                                     $5,618.4       $5,717.7
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $  187.2       $  209.5

Current maturities of long-term debt          16.0           16.8
Accounts payable                             669.4          847.7
Other accrued liabilities                  1,166.9        1,323.5
Income taxes payable                         279.6          288.3
                                          --------       --------
Total                                      2,319.1        2,685.8      
                                          --------       --------
Long-term debt                               562.4          536.3
Other liabilities                            491.9          309.5

Stockholders' equity
Common stock, shares issued: 2001, 320.0;
   2000,317.3                                  3.2            3.2
Accumulated deficit                       (  748.0)      (  829.4)
Other capital                              3,687.8        3,656.0
Accumulated other comprehensive loss      (  698.0)      (  643.7)
                                          --------       --------
Stockholders' equity                       2,245.0        2,186.1
                                          --------       --------
Total                                     $5,618.4       $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             Six Months
                                       Ended June 30           Ended June 30
                                     -----------------      ------------------
                                       2001      2000         2001      2000
                                     --------  --------     --------  --------
<S>                                  <C>       <C>          <C>       <C>
Revenue                              $1,461.4  $1,597.1     $3,085.2  $3,265.8
                                     --------  --------     --------  --------
Costs and expenses
  Cost of revenue                     1,064.0   1,116.3      2,260.2   2,245.7    
  Selling, general and
    administrative                      276.4     322.5        521.7     604.0      
  Research and development expenses      75.2      78.2        151.2     160.3      
                                     --------  --------     --------  --------
                                      1,415.6   1,517.0      2,933.1   3,010.0    
                                     --------  --------     --------  --------
Operating income                         45.8      80.1        152.1     255.8      

Interest expense                         17.6      18.7         33.5      39.2       
Other income (expense), net              15.7      23.9         28.7      30.1      
                                     --------  --------     --------  --------
Income before income taxes               43.9      85.3        147.3     246.7      
Provision for income taxes               14.6      29.0         48.7      83.9      
                                     --------  --------     --------  --------
Income before extraordinary items        29.3      56.3         98.6     162.8      
Extraordinary items                   (  17.2)    (19.8)     (  17.2)    (19.8)
                                     --------  --------     --------  --------
Net income                           $   12.1  $   36.5     $   81.4  $  143.0      
                                     ========  ========     ========  ========

Earnings per share
  Basic                              
    Before extraordinary items       $    .09  $    .18     $    .31  $    .52
    Extraordinary items                  (.05)     (.06)        (.05)     (.06)
                                     --------  --------     --------  --------
     Total                           $    .04  $    .12     $    .26  $    .46
                                     ========  ========     ========  ========

  Diluted
    Before extraordinary items       $    .09  $    .18     $    .31  $    .51
    Extraordinary items                  (.05)     (.06)        (.05)     (.06)
                                     --------  --------     --------  --------
     Total                           $    .04  $    .12     $    .26  $    .45
                                     ========  ========     ========  ========    

</TABLE>




See notes to consolidated financial statements.

                                                








<PAGE> 4

<TABLE>

                           UNISYS CORPORATION
               CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                (Millions)
<CAPTION>
                                                    Six Months Ended
                                                        June 30
                                                    -----------------
                                                      2001       2000
                                                    --------   -------
<S>                                                 <C>       <C>
Cash flows from operating activities
Income before extraordinary items                   $  98.6   $  162.8
Add(deduct) items to reconcile income before
   extraordinary items to net cash provided by 
   (used for) operating activities:           
Extraordinary items                                  ( 17.2)     (19.8)
Depreciation                                           68.7       71.6        
Amortization:   
   Marketable software                                 61.0       59.0        
   Goodwill                                             4.1        5.4         
(Increase) in deferred income taxes, net             (  2.8)    (  8.7) 
Decrease in receivables, net                          100.2       94.4      
Decrease(increase) in inventories                       4.7     ( 26.5)       
(Decrease) in accounts payable and
   other accrued liabilities                         (352.9)    (397.4)    
(Decrease) increase in income taxes payable          (  8.7)       4.2        
Increase(decrease) in other liabilities               186.4     (  2.6)     
(Increase) in other assets                           (145.4)    ( 60.6)     
Other                                                  13.3        8.3        
                                                    -------     ------
Net cash provided by (used for) operating
 activities                                            10.0     (109.9)      
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                        1,056.6      343.5       
   Purchases of investments                        (1,042.6)    (296.8)     
   Investment in marketable software                 ( 67.8)    ( 67.6)     
   Capital additions of properties                   ( 84.5)    ( 83.1)     
   Purchases of businesses                           (  2.2)    ( 10.9)     
   Proceeds from sales of properties                              11.3        
                                                    -------     ------
Net cash used for investing activities               (140.5)    (103.6)    
                                                    -------     ------
Cash flows from financing activities
   Proceeds from issuance of long-term debt           341.2       
   Payments of long-term debt                        (342.3)    (444.6)                 
   Net (reduction in)proceeds from short-term
     borrowings                                      ( 22.3)     354.3        
   Proceeds from employee stock plans                  19.0       33.7        
                                                    -------     ------
Net cash used for financing activities               (  4.4)    ( 56.6)     
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                            1.6     ( 11.4)     
                                                    -------     ------

Decrease in cash and cash equivalents                (133.3)    (281.5)     
Cash and cash equivalents, beginning of period        378.0      464.0       
                                                    -------    -------
Cash and cash equivalents, end of period            $ 244.7    $ 182.5
                                                    =======    =======
</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 and six months ended June 30, 2001 and 2000 (dollars in millions,
   shares in thousands):

                                  Three Months Ended       Six Months Ended  
                                       June 30                 June 30
                                  ------------------      ------------------ 
                                    2001       2000         2001      2000
                                  -------    -------      -------    -------
    Basic Earnings Per Share

    Income before 
      extraordinary items         $  29.3    $  56.3      $  98.6    $ 162.8
    Extraordinary items            ( 17.2)    ( 19.8)      ( 17.2)     (19.8)
                                  -------    -------      -------    -------
    Net income                    $  12.1    $  36.5      $  81.4    $ 143.0
                                  =======    =======      =======    =======
    
    Weighted average shares       317,658    312,515      316,984    311,838
                                  =======    =======      =======    =======

    Basic earnings per share
      Before extraordinary 
        items                     $   .09    $   .18      $   .31    $   .52
      Extraordinary items            (.05)      (.06)        (.05)      (.06)
                                  -------    -------      -------    -------
        Total                     $   .04    $   .12      $   .26    $   .46
                                  =======    =======      =======    =======

    Diluted Earnings Per Share

    Income before 
      extraordinary items         $  29.3    $  56.3      $  98.6    $ 162.8
    Extraordinary items            ( 17.2)    ( 19.8)      ( 17.2)    ( 19.8)
                                  -------    -------      -------    -------
    Net income                    $  12.1    $  36.5      $  81.4    $ 143.0
                                  =======    =======      =======    =======

    Weighted average shares       317,658    312,515      316,984    311,838
    Plus incremental shares 
      from assumed exercise
      of employee stock plans       1,738      4,506        2,228      5,212
                                  -------    -------      -------    -------
    Adjusted weighted average
      shares                      319,396    317,021      319,212    317,050
                                  =======    =======      =======    =======

    Diluted earnings per share
      Before extraordinary 
        items                     $   .09    $   .18      $   .31    $   .51
      Extraordinary items            (.05)      (.06)        (.05)      (.06)
                                  -------    -------      -------    -------
        Total                     $   .04    $   .12      $   .26    $   .45
                                  =======    =======      =======    =======

    During the six months ended June 30, 2001, 23.3 million shares related to  
    employee stock plans were not included in the computation of diluted  
    earnings per share because the option prices are above the average market
    price of the company's common stock.


<PAGE> 6

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.
                                      
c. A summary of the company's operations by business segment for the three and
   six month periods ended June 30, 2001 and 2000 is presented below (in
   millions of dollars):

                             Total    Corporate    Services    Technology
   Three Months Ended        -----    ---------    --------    ----------  
     June 30, 2001
   ------------------
   Customer revenue         $1,461.4               $1,084.7     $  376.7
   Intersegment                        $( 82.9)        18.2         64.7
                            --------   -------     --------     --------
   Total revenue            $1,461.4   $( 82.9)    $1,102.9     $  441.4
                            ========   =======     ========     ========
   Operating income(loss)   $   45.8   $( 10.2)    $    9.8     $   46.2
                            ========   =======     ========     ========
   Three Months Ended      
     June 30, 2000
   ------------------
   Customer revenue         $1,597.1               $1,128.9     $  468.2
   Intersegment                        $(109.8)        13.6         96.2
                            --------   -------     --------     --------
   Total revenue            $1,597.1   $(109.8)    $1,142.5     $  564.4
                            ========   =======     ========     ========
   Operating income         $   80.1   $   4.2     $     .3     $   75.6
                            ========   =======     ========     ========
    Six Months Ended  
     June 30, 2001
   ------------------
   Customer revenue         $3,085.2               $2,260.4     $  824.8 
   Intersegment                        $(165.0)        31.5        133.5
                            --------   -------     --------     --------
   Total revenue            $3,085.2   $(165.0)    $2,291.9     $  958.3
                            ========   =======     ========     ========
   Operating income         $  152.1   $( 19.5)    $   36.9     $  134.7
                            ========   =======     ========     ========
   Six Months Ended
     June 30, 2000
   ----------------
   Customer revenue         $3,265.8               $2,253.9     $1,011.9     
   Intersegment                        $(233.9)        24.6        209.3     
                            --------   -------     --------     --------
   Total revenue            $3,265.8   $(233.9)    $2,278.5     $1,221.2
                            ========   =======     ========     ========
   Operating income         $  255.8   $  17.6     $   19.4     $  218.8
                            ========   =======     ========     ========


<PAGE> 7

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

                                       Three Months Ended   Six Months Ended
                                             June 30,           June 30,
                                       ------------------   ----------------
                                         2001      2000       2001      2000
                                         ----      ----       ----      ----
   Total segment operating income       $ 56.0    $ 75.9     $171.6    $238.2
   Interest expense                      (17.6)    (18.7)     (33.5)    (39.2) 
   Other income (expense), net            15.7      23.9       28.7      30.1  
   Corporate and eliminations            (10.2)      4.2      (19.5)     17.6  
                                        ------    ------     ------    ------
   Total income before income taxes     $ 43.9    $ 85.3     $147.3    $246.7 
                                        ======    ======     ======    ======

d. Comprehensive income for the three and six months ended June 30, 2001 and
   2000 includes the following components (in millions of dollars):

                                       Three Months Ended   Six Months Ended
                                             June 30,           June 30,
                                       ------------------   ----------------
                                         2001      2000       2001      2000
                                         ----      ----       ----      ----
   Net income                           $ 12.1    $ 36.5     $ 81.4    $143.0
 
   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 of tax of $.7 
        and $4.4                           1.2                  8.1
       Reclassification adjustments,
        net of tax of $(1.3) and $(2.6)   (2.3)                (4.9)  
     Foreign currency translation         
       adjustments, net of tax of
       $1.7, $5.7, $0, and $8.6          (59.3)    (35.0)     (60.8)    (32.1)
                                        ------    ------     ------    ------
     Total other comprehensive
       income (loss)                     (60.4)    (35.0)     (54.3)    (32.1)
                                        ------    ------     ------    ------
     Comprehensive income (loss)        $(48.3)   $  1.5     $ 27.1    $110.9
                                        ======    ======     ======    ======

    
    Accumulated other comprehensive income (loss) as of December 31, 2000 and
    June 30, 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                     ( 54.3)     ( 60.8)       6.5
                                             -------     -------     ------
    Balance at June 30, 2001                 $(698.0)    $(704.5)    $  6.5
                                             =======     =======     ======

e.   The amount credited to stockholders' equity for the income tax benefit
     related to the company's stock plans for the six months ended June 30,
     2001 and 2000 was $3.2 million and $9.3 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
--------

The company continues to manage its business profitability in a very 
challenging economic environment.  As customers delayed planned IT projects 
and reduced expenses, the company saw weak demand and pricing pressures in key 
areas of its business, particularly for high-end enterprise servers and systems 
integration projects, which impacted revenue and margins in the quarter.

The following discussion of results of operations compares the results for the 
three and six months ended June 30, 2001 with both the as reported and pro 
forma results for the comparable periods of 2000.  The pro forma results 
exclude low-margin commodity hardware business that the company has de-
emphasized as a result of its focus on higher value-added business areas.  For 
the three and six months ended June 30, 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           Six Months Ended
                                 June 30, 2000               June 30, 2000
                             ----------------------        --------------------
                                As             Pro            As         Pro
                             Reported         Forma        Reported     Forma
                             --------        -------       --------    -------

Revenue                      $1,597.1        $1,423.8      $3,265.8    $2,953.6
Cost of revenue               1,116.3           950.6       2,245.7     1,947.6
Gross profit %                   30.1%           33.2%         31.2%       34.1%
S,G&A                           322.5           314.7         604.0       589.1
S,G&A as a % of revenue          20.2%           22.1%         18.5%       19.9%
Operating income                 80.1            83.1         255.8       261.4
Operating income as a % 
  of revenue                      5.0%            5.8%          7.8%        8.9%
Income before extraordinary
  items                          56.3            59.4         162.8       166.8
Diluted earnings per share -
  before extraordinary items      .18             .19           .51         .53


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

For the three months ended June 30, 2001, the company reported net income of 
$12.1 million, or $.04 per diluted share, compared to $36.5 million, or $.12 
per diluted share, for the three months ended June 30, 2000.  Both periods 
include an extraordinary item for the early extinguishment of debt.  The 
extraordinary charge was $17.2 million or $.05 per diluted share in the June 
2001 quarter and $19.8 million or $.06 per diluted share in the June 2000 
quarter.  Excluding these items, income in the current period was $29.3 
million, or $.09 per diluted share compared to $56.3 million, or $.18 per 
share in the year-ago period.

Total revenue for the quarter ended June 30, 2001 was $1.46 billion, down 8% 
from revenue of $1.60 billion for the quarter ended June 30, 2000.  The 
decrease in revenue was principally due to lower sales of commodity products 
(discussed above) and enterprise servers.  Excluding the negative impact of 
foreign currency translations, revenue in the quarter was down 3% when 
compared to the year-ago period.  When compared to pro forma revenue of $1.42 
billion for the second quarter of 2000, revenue for the current quarter 
increased 3% (8% on a constant currency basis).

Total gross profit was 27.2% in the second quarter of 2001 compared to 30.1% 
in the year-ago period, principally due to a lower mix of higher-margin 
products and services than in the year-ago quarter as well as pricing pressures.



<PAGE> 9

For the three months ended June 30, 2001, selling, general and administrative 
expenses were $276.4 million (18.9% of revenue) compared to $322.5 million 
(20.2% of revenue) for the three months ended June 30, 2000.  Research and 
development expense was $75.2 million compared to $78.2 million a year earlier. 
The decrease in these expenses reflected 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.  

For the second quarter of 2001, the company reported an operating income 
percent of 3.1% compared to 5.0% (5.8% on a pro forma basis) for the second 
quarter of 2000.

Information by business segment is presented below (in millions):
                                                                     
                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
June 30, 2001
------------------
Customer revenue          $1,461.4                  $1,084.7    $376.7
Intersegment                           $( 82.9)         18.2      64.7
                          --------     -------      --------    ------      
Total revenue             $1,461.4     $( 82.9)     $1,102.9    $441.4
                          ========     =======      ========    ====== 

Gross profit percent          27.2%                     19.2%     43.5%
                          ========                  ========    ======
Operating income
     percent                   3.1%                      0.9%     10.5%
                          ========                  ========    ======
Three Months Ended
June 30, 2000 - As Reported
----------------------------
Customer revenue          $1,597.1                  $1,128.9    $468.2
Intersegment                           $(109.8)         13.6      96.2
                          --------     -------      --------    ------
Total revenue             $1,597.1     $(109.8)     $1,142.5    $564.4
                          ========     =======      ========    ======

Gross profit percent          30.1%                     20.5%     44.1%
                          ========                  ========    ======
Operating income
     percent                   5.0%                      0.0%     13.4%
                          ========                  ========    ======   
Three Months Ended
June 30, 2000 - Pro Forma
--------------------------
Customer revenue          $1,423.8                  $1,013.3    $410.5
Intersegment                           $(107.5)         17.0      90.5
                          --------     -------      --------    ------      
Total revenue             $1,423.8     $(107.5)     $1,030.3    $501.0
                          ========     =======      ========    ====== 

Gross profit percent          33.2%                     22.2%     49.3%
                          ========                  ========    ======
Operating income
     percent                   5.8%                      0.0%     15.2%
                          ========                  ========    ======


In the Services segment, customer revenue was $1.08 billion, down 4% from $1.13 
billion in the year-ago period, principally due to a decline in proprietary 
maintenance and lower sales of commodity products.  The gross profit percent 
declined to 19.2% in the current quarter compared to 20.5% in the prior period, 
principally reflecting the startup of large outsourcing contracts, and a lower 
mix of higher-margin proprietary maintenance revenue in the quarter.  Operating 
income percent increased to 0.9% in the current quarter from break even last 
year, principally due to a decline in selling, general and administrative 
expenses.  Customer revenue in the Services segment increased 7% in the current 
quarter from pro forma revenue in the year-ago quarter.


<PAGE> 10

In the Technology segment, customer revenue declined 20% to $377 million in the 
second quarter of 2001 from $468 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 43.5% in the current quarter 
compared to 44.1% in the prior period, reflecting the lower mix of higher-
margin ClearPath server sales in the quarter.  Operating profit in this segment 
declined to 10.5% in the current quarter from 13.4% in 2000, principally due to 
the gross profit decline.  Customer revenue in the Technology segment declined 
8% in the current period from pro forma revenue in the year-ago period.

Interest expense for the three months ended June 30, 2001 was $17.6 million 
compared to $18.7 million for the three months ended June 30, 2000.  The 
decline was principally due to lower average borrowings.

Other income (expense), net, which can vary from quarter to quarter, was income 
of $15.7 million in the current quarter compared to $23.9 million in the year-
ago quarter.  The decrease was principally due to lower equity income in the 
current period compared to the prior-year.

Income before income taxes was $43.9 million in the second quarter of 2001 
compared to $85.3 million last year.  The provision for income taxes was $14.6 
million in the current period (33% effective rate)compared to $29.0 million in 
the year-ago period (34% effective rate).  The decline in the effective tax 
rate was principally due to tax planning strategies.

For the six months ended June 30, 2001, net income was $81.4 million, or $.26 
per diluted share, compared to net income of $143.0 million, or $.45 per 
diluted share, last year.  Both periods include an extraordinary item for the 
early extinguishment of debt, $17.2 million, or $.05 per share for the six 
months ended June 30, 2001, and $19.8 million, or $.06 per share for the six 
months ended June 30, 2000.  Excluding these items, income in the current 
period was $98.6 million, or $.31 per share compared to $162.8 million, or $.51 
per share in the year-ago period.

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 had no effect on the company's consolidated financial position, 
consolidated results of operations, or liquidity.

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

Cash and cash equivalents at June 30, 2001 were $244.7 million compared to 
$378.0 million at December 31, 2000.  

During the six months ended June 30, 2001, cash provided by operations was 
$10.0 million compared to a cash usage of $109.9 million for the six months 
ended June, 2000, principally reflecting an improvement in working capital 
management, mainly a higher level of advance payments under long-term contracts.
Cash expenditures in the six months ended June 30, 2001 related to prior-year 
restructuring charges (which are included in operating activities) were $30 
million compared to $14 million for the prior-year period, and are expected to 
be approximately $29 million for the remainder of 2001 and $22 million in total 
for all subsequent years, principally for work-force reductions and facility 
costs.  Personnel reductions in the six months ended June 30, 2001 related to 
these restructuring actions were approximately 440 and are expected to be 
approximately 486 for the remainder of the year.

Cash used for investing activities for the six months ended June 30, 2001 was 
$140.5 million compared to $103.6 million during the six months ended June 30, 
2000 principally due to lower net proceeds from investments.  

Cash used for financing activities during the first half of 2001 was $4.4 
million compared to cash used of $56.6 million in the prior year.  The current 
period includes net proceeds from long-term debt of $341.2 million and payments 
of long-term debt of $342.3 million, as described below.  Included in the prior 
period were payments of long-term debt of $444.6 million and net proceeds of 
$354.3 million from short-term borrowings.

At June 30, 2001, total debt was $765.6 million, an increase of $3.0 million 
from December 31, 2000.


<PAGE> 11

In May 2001, the company issued $350 million of 8 1/8% senior notes due 2006.  
In June 2001, the company completed a cash tender offer for $319.2 million 
principal amount of its 11 3/4% senior notes due 2004.  As a result of the 
tender, the company recorded an extraordinary after-tax charge of $17.2 million,
net of $9.3 million tax benefit, or $.05 per diluted share, in the second 
quarter of 2001 for the premium paid, unamortized debt-related expenses and 
transaction costs of the tender offer.

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 June 30, 2001, $90.0 million was 
borrowed under this agreement at a rate of 5.6%.  In addition, $20.0 million 
was borrowed under unsecured U.S. credit lines at a rate of 4.4%.

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.  On April 12, 2001, the then outstanding balance 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 $350 million of debt or equity 
securities, which enables the company to be prepared for future market 
opportunities.

At June 30, 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 $58.9 million during the six months ended June 
30, 2001, principally reflecting net income of $81.4 million, $28.4 million for 
issuance of stock under stock option and other plans and $3.2 million of tax 
benefits related to employee stock plans, offset in part by currency 
translation of $54.3 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.


<PAGE> 12

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.  

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, 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.

A number of the company's contracts are long-term contracts for network 
services, outsourcing, help desk and similar services, for which volumes are 
not guaranteed.  Future results will depend upon the company's ability to meet 
performance levels over the terms of these contracts.

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 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.  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 57% of the company's total revenue derives from international 
operations.  The risks 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
-------   -----------------

The company has previously reported, most recently in its Quarterly Report on 
Form 10-Q for the period ended March 31, 2001, its involvement in a 
consolidated class action lawsuit captioned In re: Unisys Corporation 
Securities Litigation, filed in the U.S. District Court for the Eastern 
District of Pennsylvania.  The parties have executed a memorandum of 
understanding to settle this matter, the terms of which would not have a 
material adverse effect on the company's consolidated financial position, 
consolidated results of operations or liquidity.  The settlement is subject 
to the execution of a definitive settlement agreement and approval of the 
court. 


Item 4.   Submission of Matters to a Vote of Security Holders
-------   ---------------------------------------------------

(a)   The company's 2001 Annual Meeting of Stockholders (the "Annual 
Meeting") was held on April 26, 2001 in Philadelphia, Pennsylvania.

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

   1.  Election of Directors as follows:

       Henry C. Duques - 262,591,091 votes for; 3,817,701 votes withheld

       Theodore E. Martin - 262,705,797 votes for; 3,702,995 votes withheld

       Lawrence A. Weinbach - 262,727,266 votes for; 3,681,526 votes withheld

   2.  A proposal to ratify the selection of the company's independent 
       auditors - 256,239,167 votes for; 10,169,625 votes against; 
       1,540,483 abstentions



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

(a)       Exhibits

          See Exhibit Index

(b)       Reports on Form 8-K

          During the quarter ended June 30, 2001, the company filed a Current 
Report on Form 8-K, dated May 10, 2001, to report under items 5 and 7 of such 
Form.


<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: July 19, 2001                         By: /s/ Janet M. Brutschea Haugen
                                                -----------------------------
                                                Janet M. Brutschea Haugen
                                                Senior Vice President and 
                                                Chief Financial Officer 
                                                (Principal Financial and 
                                                 Accounting Officer)


<PAGE> 

                             EXHIBIT INDEX

Exhibit
Number                        Description
-------                       -----------
12       Statement of Computation of Ratio of Earnings to Fixed Charges









<TABLE>

Exhibit 12

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

<CAPTION>                                

                                  Six             
                                  Months     
                                  Ended           Years Ended December 31
                                  June 30, -----------------------------------
                                  2001       2000    1999   1998    1997   1996
                                  ---------  ----    ----   ----    ----   ----
<S>                                <C>       <C>    <C>    <C>     <C>    <C>
Fixed charges
Interest expense                   $  33.5   $ 79.8 $127.8 $171.7  $233.2 $249.7     
Interest capitalized during 
  the period                           5.8     11.4    3.6     -       -      -
Amortization of debt issuance
  expenses                             1.3      3.2    4.1    4.6     6.7    6.3   
Portion of rental expense
  representative of interest          21.1     42.2   46.3   49.1    51.8   59.8
                                    ------   ------  -----  -----   -----  -----
    Total Fixed Charges               61.7    136.6  181.8  225.4   291.7  315.8
                                    ------   ------ ------ ------  ------ ------
Earnings                             
Income (loss) from continuing
 operations before income taxes      147.3    379.0  770.3  594.2  (748.1)  80.2
Add (deduct) the following:
 Share of loss (income) of
  associated companies               (12.1)   (20.5)   8.9    (.3)    5.9   (4.9)
 Amortization of capitalized
  interest                             2.3      2.2     -      -       -      -
                                    ------   ------ ------ ------  ------ ------
    Subtotal                         137.5    360.7  779.2  593.9  (742.2)  75.3
                                    ------   ------ ------ ------  ------ ------

Fixed charges per above               61.7    136.6  181.8  225.4   291.7  315.8
Less interest capitalized during
  the period                          (5.8)   (11.4)  (3.6)    -      -      -
                                    ------   ------ ------ ------ ------- ------
Total earnings (loss)               $193.4   $485.9 $957.4 $819.3 $(450.5)$391.1
                                    ======   ====== ====== ====== ======= ======

Ratio of earnings to fixed 
  charges                             3.13     3.56   5.27   3.63      *    1.24  
                                    ======   ====== ====== ====== ======= ======
</TABLE>


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