SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549
                                   ________

                                   FORM 8-K

                                CURRENT REPORT



                    Pursuant to Section 13 OR 15(d) of the
                       Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported)            December 14, 2001
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                             UNISYS CORPORATION
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           (Exact Name of Registrant as Specified in its Charter)



   Delaware                  1-8729                    38-0387840
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(State or Other      (Commission File Number)        (IRS Employer
Jurisdiction of                                    Identification No.)
Incorporation)



                   Township Line and Union Meeting Roads,
                      Blue Bell, Pennsylvania  19424
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           (Address of Principal Executive Offices)  (Zip Code)



                             (215) 986-4011
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          (Registrant's telephone number, including area code)













<PAGE>

Item 5.    Other Events.

           Pursuant to the terms and conditions of the Terms Agreement
between Unisys Corporation (the "Company") and Salomon Smith Barney Inc., Banc 
of America Securities LLC, BNY Capital Markets, Inc., Deutsch Banc Alex. Brown 
Inc., First Union Securities, Inc., Fleet Securities, Inc., HSBC Securities 
(USA) Inc., PNC Capital Markets, Inc., and The Royal Bank of Scotland plc 
dated December 14, 2001, the Company issued on December 19, 2001, its 
7 1/4% Senior Notes due 2005 in an aggregate principal amount of $150,000,000.



Item 7.    Exhibits.

           See Exhibit Index.










<PAGE>

                                SIGNATURE
                                ---------


     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 hereunto duly authorized.


                                UNISYS CORPORATION


Date: December 19, 2001           By: /s/ Janet Brutschea Haugen
                                      ---------------------------
                                     Janet Brutschea Haugen
                                     Senior Vice President and 
                                     Chief Financial Officer









<PAGE>

                              EXHIBIT INDEX
                              -------------


Exhibit
No.

1     Terms Agreement, dated December 14, 2001, between Unisys Corporation
      and Salomon Smith Barney Inc., Banc of America Securities LLC, BNY 
      Capital Markets, Inc., Deutsche Banc Alex. Brown Inc., First Union 
      Securities, Inc., Fleet Securities, Inc., HSBC Securities (USA) Inc., 
      PNC Capital Markets, Inc., and The Royal Bank of Scotland plc

4.1   Form of Indenture, dated as of May 1, 2001 between Unisys Corporation
      and HSBC Bank USA (previously filed as Exhibit 4.1 to the registrant's
      Current Report on Form 8-K dated May 10, 2001)

4.2   Form of 7 1/4% Senior Note due 2005









                           UNISYS CORPORATION
                               ("Company")
                             Debt Securities
                             TERMS AGREEMENT

                                                         December 14, 2001

Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania  19424
Attention:  Vice President and Treasurer


Dear Sirs:
On behalf of the several Underwriters named in Schedule A hereto (the 
"Underwriters") and for their respective accounts, Salomon Smith Barney, Inc. 
("Salomon Smith Barney") offers to purchase, on and subject to the terms and 
conditions of the Underwriting Agreement Basic Provisions filed as an exhibit 
to the Company's registration statement on Form S-3 (No. 333-51885), Post-
Effective Amendment No. 1 to Registration Statement on Form S-3 
(No. 333-20373) and Post-Effective Amendment No. 1 to Registration Statement 
on Form S-3 (No. 33-25715) ("Underwriting Agreement"), the following 
securities ("Securities") to be issued under an indenture, dated May 1, 2001, 
between the Company and HSBC Bank USA, as Trustee, 
on the following terms:

Title:  7-1/4% Senior Notes Due 2005

Principal Amount:  $150,000,000

Interest:  7-1/4% per annum, payable semiannually on January 15 and July 15, 
commencing July 15, 2002, to holders of record on the preceding January 1 or 
July 1, as the case may be.

Maturity:  January 15, 2005

Optional Redemption: None

Sinking Fund:  None

Delayed Delivery
 contracts: None

Purchase Price:  97.833% of principal amount, plus accrued interest, if any, 
from December 19, 2001.

Expected Reoffering Price:  97.981% of principal amount, plus accrued interest,
if any, from December 19, 2001, subject to change by the undersigned.

Closing Date:  10:00 a.m. on December 19, 2001, at the offices of Simpson 
Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017.

Settlement:  Federal (same-day) funds.

Names and Address of Salomon Smith Barney:

Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

The respective principal amounts of the Securities to be purchased by each of 
the Underwriters are set forth opposite their names in Schedule A hereto.

The provisions of the Underwriting Agreement are incorporated herein by 
reference.

The Securities will be made available for checking and packaging at the office 
of Simpson Thacher & Bartlett at least 24 hours prior to the Closing Date.


Please signify your acceptance of our offer by signing the enclosed response in 
the space provided and returning it to us.

Very truly yours,

SALOMON SMITH BARNEY INC.,
on behalf of itself and the other Underwriters



By: /s/ Kevin M. Sisson
    -------------------
Name:  Kevin M. Sisson
Title: Vice President


<PAGE>

To:   Salomon Smith Barney Inc.


We accept the offer contained in your letter, dated December 14, 2001, 
relating to $150,000,000 principal amount of our 7-1/4% Senior Notes 
Due 2005.  We also confirm that, to the best of our knowledge after reasonable 
investigation, the representations and warranties of the undersigned in the 
Underwriting Agreement filed as an exhibit to the undersigned's registration 
statement on Form S-3 (No. 333-51885), Post-Effective Amendment No. 1 to 
Registration Statement on Form S-3 (No. 333-20373) and Post-Effective 
Amendment No. 1 to Registration Statement on Form S-3 (No. 33-25715) 
("Underwriting Agreement") are true and correct, no stop order suspending the 
effectiveness of the Registration Statement (as defined in the Underwriting 
Agreement) or of any part thereof has been issued and no proceedings for that 
purpose have been instituted or, to the knowledge of the undersigned, are 
contemplated by the Securities and Exchange Commission and, subsequent to the 
respective dates of the most recent financial statements in the Prospectus (as 
defined in the Underwriting Agreement), there has been (or in the case of a 
form of prospectus filed pursuant to Rule 424(b)(1) or (4) there will be, 
as of the date of such prospectus) no material adverse change in the financial 
position or results of operations of the undersigned and its subsidiaries 
except as set forth in or contemplated by the Prospectus.

Very truly yours,


UNISYS CORPORATION


By:  Scott A. Battersby
     ------------------
     Name:  Scot A. Battersby
     Title: Vice President and Treasurer


SCHEDULE A


Underwriters                                            Principal Amount of  
                                                        7-1/4% Senior Notes 
                                                          to be Purchased


Salomon Smith Barney Inc.                                         $75,000,000
Banc of America Securities LLC                                     22,500,000
BNY Capital Markets, Inc.                                           7,500,000
Deutsche Banc Alex. Brown Inc.                                      7,500,000
First Union Securities, Inc.                                        7,500,000
Fleet Securities, Inc.                                              7,500,000
HSBC Securities (USA) Inc.                                          7,500,000
PNC Capital Markets, Inc.                                           7,500,000
The Royal Bank of Scotland plc                                      7,500,000
                                                                  -----------
Total                                                            $150,000,000
                                                                  ===========



                             UNISYS CORPORATION
                        7 1/4% Senior Notes due 2005

REGISTERED

No. R-1
CUSIP  909214BG2

            If this Note is registered in the name of The Depository 
            Trust Company, a New York corporation ("DTC"), or its 
            nominee, this Note may not be transferred except as a whole 
            by DTC to a nominee of DTC or by a nominee of DTC to DTC or 
            another nominee of DTC or by DTC or any such nominee to a 
            successor depositary or a nominee of such successor depositary, 
            unless and until this Note is exchanged in whole or in part for 
            Notes in definitive form.  Unless this certificate is presented 
            by an authorized representative of DTC to the Company or its 
            agent for registration of transfer, exchange or payment, and any 
            certificate issued is registered in the name of Cede & Co. or such 
            other name as requested by an authorized representative of DTC 
            (and  any payment is made to Cede & Co. or to such other entity as 
            is requested by an authorized representative of DTC), ANY TRANSFER,
            PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY 
            PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & 
            Co., has an interest herein.

     UNISYS CORPORATION, a corporation duly organized and validly existing 
under the laws of the State of Delaware (herein called the "Company", which
 
term includes any successor corporation under the Indenture, as hereinafter 
defined), for value received hereby promises to pay to CEDE & CO., or 
registered assigns, the principal sum of $150,000,000 (ONE HUNDRED FIFTY 
MILLION DOLLARS) on January 15, 2005 in such coin or currency of the United 
States of America as at the time of payment shall be legal tender for the 
payment of public and private debts, and to pay interest, semi-annually on 
January 15 and July 15 of each year, commencing July 15, 2002, on said 
principal sum in like coin or currency, at the rate per annum specified in the 
title of this Note, from the January 15 or July 15, as the case may be, next 
preceding the date of this Note to which interest has been paid or duly 
provided for, unless the date hereof is a date to which interest has been 
paid or duly provided for, in which case from the date of this Note, or unless 
no interest has been paid or duly provided for on the Notes, in which case 
from December 19, 2001, until payment of said principal sum has been made or 
duly provided for.  Notwithstanding the foregoing, if the date hereof is after 
any January 1 or July 1, as the case may be, and before the following 
January 15 or July 15, this Note shall bear interest from such January 15 or 
July 15; provided, however, that if the Company shall default in the payment 
of interest due on such January 15 or July 15 then this Note shall bear 
interest from the next preceding January 15 or July 15 to which interest has 
been paid or duly provided for or, if no interest has been paid or duly 
provided for on the Notes, from December 19, 2001.  The interest so payable on 
January 15 or July 15 will be paid to the person in whose name this Note (or 
one or more predecessor securities) is registered at the close of business on 
the applicable record date, which shall be the January 1 or July 1 (whether or 
not a business day) next preceding such January 15 or July 15, provided that 
any such interest not punctually paid or duly provided for shall be payable as 
provided in the Indenture.

     Payment of the principal of, and premium, if any, on, this Note will be 
made in immediately available funds upon surrender of the Notes at the 
corporate trust office of the Trustee.  Interest will be paid by check mailed 
to the address of the person entitled thereto as it appears in the register 
for the Notes on the applicable record date or, at the option of the Company, 
by wire transfer to a bank account maintained by such person.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH 
HEREIN.  SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT 
AS IF SET FORTH AT THIS PLACE.

     THIS NOTE SHALL BE DEEMED A CONTRACT UNDER THE LAWS OF THE STATE OF NEW 
YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED 
BY THE LAWS OF SAID STATE.

     Unless the certificate of authentication hereon has been executed by the 
Trustee referred to herein by manual signature, this Note shall not be 
entitled to any benefit under the Indenture or be valid or obligatory for any 
purpose.


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly 
executed.

Dated:  December 19, 2001
UNISYS CORPORATION



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


TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

This one of the Securities 
of the series designated herein
and referred to in the 
within-mentioned Indenture.

HSBC BANK USA,
  as Trustee



By: __________________________
      Authorized Officer







<PAGE>

                               UNISYS CORPORATION
                           7 1/4% Senior Notes due 2005


     This Note is one of a duly authorized issue of Securities of the Company 
designated as its 7 1/4% Senior Notes due 2005 (herein called the "Notes"), 
issued under an Indenture dated as of May 1, 2001 (the "Indenture") between 
the Company and HSBC Bank USA, as trustee (herein called the "Trustee", which 
term includes any successor trustee under such Indenture), to which Indenture 
and all indentures supplemental thereto reference is hereby made for a 
statement of the respective rights, limitations of rights, obligations, duties 
and immunities thereunder of the Company, the Trustee and the holders of the 
Notes and of the terms upon which the Notes are, and are to be, authenticated 
and delivered.

     If an Event of Default as defined in the Indenture shall have occurred 
and be continuing, the principal of and accrued interest on the Notes of this 
series may be declared and upon such declaration shall become due and payable 
in the manner, with the effect and subject to the conditions provided in the 
Indenture.

     The Indenture contains provisions permitting the Company and the Trustee, 
with the consent of the holders of not less than 66-2/3% in the principal 
amount of the Securities at the time outstanding of all series affected by 
such supplemental indenture (voting as one class), evidenced as provided in 
the Indenture, to execute supplemental indentures adding any provisions to or 
changing in any manner or eliminating any of the provisions of the Indenture 
or of any supplemental indenture or modifying in any manner the rights of the 
holders of the Securities of each such series; provided, however, that no such 
supplemental indenture shall (i) extend the final maturity of any Note, or 
reduce the principal amount thereof, or reduce the rate or extend the time of 
payment of interest thereon, or reduce any amount payable on redemption 
thereof, or make the principal thereof or interest or premium, if any, thereon 
payable in any coin or currency other than that provided in the Notes, or 
impair or affect the right of the holder of any Note to institute suit for the 
payment thereof, or (ii) reduce the aforesaid percentage of Securities of any 
such series, the holders of which are required to consent to any such 
supplemental indenture, without the consent of the holders of each Security so 
affected.  It is also provided in the Indenture that, prior to any declaration 
accelerating the maturity of the Notes, the holders of a majority in aggregate 
principal amount of the Notes at the time outstanding may on behalf of the 
holders of all of the Notes waive any past default or Event of Default under 
the Indenture and its consequences, except a default in the payment of 
interest or any premium on or the principal of any of the Notes.  Any such 
consent or waiver by the holder of this Note (unless revoked as provided in 
the Indenture) shall be conclusive and binding upon such holder and upon all 
future holders and owners of this Note and any Notes which may be issued in 
exchange or substitution therefor, irrespective of whether or not any notation 
thereof is made upon this Note or such other Notes.

     No reference herein to the Indenture and no provision of this Note or of 
the Indenture shall alter or impair the obligations of the Company, which are 
absolute and unconditional, to pay the principal of and any premium and 
interest on this Note at the place, at the respective times, at the rate and 
in the coin or currency herein prescribed.

     Interest on the Notes shall be computed on the basis of a 360-day year of 
twelve 30-day months.

     The provisions of the Indenture providing for defeasance of (i) the 
entire indebtedness of this Note and (ii) certain restrictive covenants are 
applicable to the Note.

     As set forth in, and subject to, the provisions of the Indenture, no 
holder of any Note will have any right to institute any proceeding with 
respect to the Indenture or for any remedy thereunder, unless (i) such holder 
shall have previously given to the Trustee written notice of a continuing 
Event of Default with respect to this series, (ii) the holders of not less 
than 25% in principal amount of the Notes then outstanding shall have made 
written request to the Trustee to institute such proceeding in respect of such 
Event of Default in its own name as Trustee under the Indenture, (iii) such 
holders shall have offered to the Trustee reasonable indemnity against the 
costs, expenses and liabilities to be incurred in compliance with such 
request, (iv) the Trustee for 60 days after its receipt of such notice, 
request and offer of indemnity shall have failed to institute any such 
proceeding and (v) the Trustee shall not have received from the holders of a 
majority in principal amount of the Notes then outstanding direction 
inconsistent with such request within such 60-day period; provided, however, 
that such limitations do not apply to a suit instituted by the holder of a 
Note for the enforcement of payment of the principal of, premium, if any, or 
interest on the Note after the respective due date expressed herein.

     As provided in the Indenture and subject to certain limitations therein 
set forth, the transfer of this Note is registrable in the register for the 
Notes, upon due presentation of this Note for registration of transfer at the 
office or agency of the Company in any place where the principal of, and 
premium, if any, on this Note are payable, duly endorsed by, or accompanied by 
a written instrument of transfer in form satisfactory to the Company and the 
Trustee duly executed by, the holder of the Note or his attorney duly 
authorized in writing, and thereupon one or more new Notes of this series of 
like tenor or authorized denominations and for the same aggregate principal 
amount will be issued to the designated transferee or transferees.

     The Notes of this series are issuable only in registered form without 
coupons in denominations of $1,000 or any integral multiple thereof.  As 
provided in the Indenture and subject to certain limitations set forth 
therein, Notes of this series are exchangeable for like aggregate principal 
amount of Notes of like tenor of a different authorized denomination, as 
requested by the holder of the Notes surrendering the same.

     No service charge shall be made for any such registration of transfer or 
exchange, but the Company may require payment of a sum sufficient to cover any 
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the 
Company, the Trustee and any agent of the Company or the Trustee may treat the 
person in whose name this Note is registered as the absolute owner of the Note 
for all purposes, whether or not this Note be overdue, and none of the 
Company, the Trustee or any such agent shall be affected by notice to the 
contrary.

     Terms used in this Note and defined in the Indenture are used herein as 
therein defined.


>PAGE>          


                            ASSIGNMENT FORM


To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

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       (Insert assignee's Social Security or Tax I.D. No.)

       ---------------------------------------------------------

       ---------------------------------------------------------
	(Print or type assignee's name and zip code)

and irrevocably appoint --------------------------------------------------------
agent to transfer this Note on the books of the Company.

The agent may substitute another to act for him.


Date: