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, 2002

[ ]   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, 2002:  
323,183,887.



<PAGE> 2

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>

                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEET
                                 (Millions)
<CAPTION>
                                          
                                           June 30,    
                                            2002       December 31,
                                         (Unaudited)       2001
                                         -----------   ------------
<S>                                       <C>            <C>
Assets
------
Current assets
Cash and cash equivalents                 $  201.1       $  325.9
Accounts and notes receivable, net           958.5        1,093.7
Inventories
   Parts and finished equipment              176.2          201.6
   Work in process and materials              96.8          144.2
Deferred income taxes                        344.8          342.6
Other current assets                         100.2           96.1
                                          --------       --------
Total                                      1,877.6        2,204.1
                                          --------       --------

Properties                                 1,472.2        1,460.4
Less-Accumulated depreciation                895.8          910.8
                                          --------       --------
Properties, net                              576.4          549.6
                                          --------       --------
Investments at equity                        177.3          212.3
Marketable software, net                     298.1          287.9
Prepaid pension cost                       1,316.8        1,221.0
Deferred income taxes                        747.8          747.8
Goodwill                                     161.7          159.0
Other long-term assets                       392.0          387.4
                                          --------       --------
Total                                     $5,547.7       $5,769.1
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $  117.9       $   78.9

Current maturities of long-term debt           1.1            2.2
Accounts payable                             499.3          694.9
Other accrued liabilities                  1,198.8        1,302.9
Income taxes payable                         232.3          234.6
                                          --------       --------
Total                                      2,049.4        2,313.5   
                                          --------       --------
Long-term debt                               746.1          745.0
Other long-term liabilities                  561.1          597.9

Stockholders' equity
Common stock, shares issued: 2002, 325.1;
   2001,322.5                                  3.3            3.2
Accumulated deficit                       (  821.7)      (  896.5)
Other capital                              3,740.3        3,712.8
Accumulated other comprehensive loss      (  730.8)      (  706.8)
                                          --------       --------
Stockholders' equity                       2,191.1        2,112.7
                                          --------       --------
Total                                     $5,547.7       $5,769.1
                                          ========       ========
</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
                                     -----------------      ------------------
                                       2002      2001         2002      2001
                                     --------  --------     --------  --------
<S>                                  <C>       <C>          <C>       <C>
Revenue                              $1,359.8  $1,461.4     $2,722.3  $3,085.2
                                     --------  --------     --------  --------
Costs and expenses
  Cost of revenue                       955.3   1,064.0      1,928.5   2,260.2    
  Selling, general and
    administrative expenses             245.5     276.4        490.9     521.7      
  Research and development expenses      62.0      75.2        127.1     151.2      
                                     --------  --------     --------  --------
                                      1,262.8   1,415.6      2,546.5   2,933.1    
                                     --------  --------     --------  --------
Operating income                         97.0      45.8        175.8     152.1      

Interest expense                         18.1      17.6         35.6      33.5       
Other income (expense), net             (16.0)     15.7        (28.4)     28.7      
                                     --------  --------     --------  --------
Income before income taxes               62.9      43.9        111.8     147.3      
Provision for income taxes               20.7      14.6         36.9      48.7      
                                     --------  --------     --------  --------
Income before extraordinary item         42.2      29.3         74.9      98.6      
Extraordinary item                                (17.2)                 (17.2)
                                     --------  --------     --------  --------
Net income                           $   42.2  $   12.1     $   74.9  $   81.4      
                                     ========  ========     ========  ========

Earnings per share
  Basic                              
    Before extraordinary item        $    .13  $    .09     $    .23  $    .31
    Extraordinary item                             (.05)                  (.05)
                                     --------  --------     --------  --------
     Total                           $    .13  $    .04     $    .23  $    .26
                                     ========  ========     ========  ========

  Diluted
    Before extraordinary item        $    .13  $    .09     $    .23  $    .31
    Extraordinary item                             (.05)                  (.05)
                                     --------  --------     --------  --------
     Total                           $    .13  $    .04     $    .23  $    .26
                                     ========  ========     ========  ========    

</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
                                                    -----------------
                                                      2002       2001
                                                    --------   -------
<S>                                                <C>        <C>
Cash flows from operating activities
Income before extraordinary item                   $   74.9   $   98.6
Add(deduct) items to reconcile income before
   extraordinary item to net cash provided
   by operating activities:           
Extraordinary item                                               (17.2)
Depreciation                                           74.6       65.0        
Amortization:   
   Marketable software                                 61.0       61.0
   Deferred outsourcing contract costs                  9.0        4.7
   Goodwill                                                        8.7         
(Increase) in deferred income taxes, net             (  2.2)    (  2.8) 
Decrease in receivables, net                          132.6      100.2       
Decrease in inventories                                72.7        4.7       
(Decrease) in accounts payable and
   other accrued liabilities                         (302.5)    (356.8)    
(Decrease) in income taxes payable                   (  2.3)    (  8.7)        
(Decrease) increase in other liabilities             ( 22.0)     190.3     
(Increase) in other assets                           (131.5)    (143.7)     
Other                                                  48.3        6.0        
                                                    -------     ------
Net cash provided by operating
 activities                                            12.6       10.0      
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                        1,476.7    1,056.6       
   Purchases of investments                        (1,490.6)  (1,042.6)     
   Investment in marketable software                 ( 71.2)    ( 67.8)     
   Capital additions of properties                   (106.1)    ( 84.5)     
   Purchases of businesses                           (  3.9)    (  2.2)     
                                                    -------     ------
Net cash used for investing activities               (195.1)    (140.5)    
                                                    -------     ------
Cash flows from financing activities
   Net proceeds from (reduction in) short-term
     borrowings                                        39.0     ( 22.3)        
   Proceeds from employee stock plans                  16.1       19.0       
   Payments of long-term debt                        (  1.2)    (342.3)
   Proceeds from issuance of long-term debt                      341.2
                                                    -------     ------

Net cash provided by (used for) financing
 activities                                            53.9    (  4.4)     
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                            3.8        1.6
                                                    -------     ------

Decrease in cash and cash equivalents                (124.8)    (133.3)     
Cash and cash equivalents, beginning of period        325.9      378.0       
                                                    -------    -------
Cash and cash equivalents, end of period            $ 201.1    $ 244.7
                                                    =======    =======

</TABLE>


See notes to consolidated financial statements.
                                               






<PAGE> 5

UNISYS CORPORATION 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In the opinion of management, the financial information furnished
herein reflects all adjustments necessary for a fair presentation of
the financial position, results of operations and cash flows for the
interim periods specified.  These adjustments consist only of normal
recurring accruals.  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, 2002 and 2001 (dollars in millions,
   shares in thousands):

                                  Three Months Ended       Six Months Ended   
                                       June 30                 June 30
                                  ------------------      ------------------ 
                                    2002       2001         2002       2001
                                  -------    -------      -------    -------
    Basic Earnings Per Share

    Income before 
      extraordinary item          $  42.2    $  29.3      $  74.9    $  98.6
    Extraordinary item                        ( 17.2)                  (17.2)
                                  -------    -------      -------    -------
    Net income                    $  42.2    $  12.1      $  74.9    $  81.4
                                  =======    =======      =======    =======
    
    Weighted average shares       322,832    317,658      322,150    316,984
                                  =======    =======      =======    =======

    Basic earnings per share
      Before extraordinary 
        item                      $   .13    $   .09      $   .23    $   .31
      Extraordinary item                        (.05)                   (.05)
                                  -------    -------      -------    -------
        Total                     $   .13    $   .04      $   .23    $   .26
                                  =======    =======      =======    =======

    Diluted Earnings Per Share

    Income before 
      extraordinary item          $  42.2    $  29.3      $  74.9    $  98.6
    Extraordinary item                        ( 17.2)                 ( 17.2)
                                  -------    -------      -------    -------
    Net income                    $  42.2    $  12.1      $  74.9    $  81.4
                                  =======    =======      =======    =======

    Weighted average shares       322,832    317,658      322,150    316,984
    Plus incremental shares 
      from assumed exercise
      of employee stock plans       1,430      1,738        1,635      2,228
                                  -------    -------      -------    -------
    Adjusted weighted average
      shares                      324,262    319,396      323,785    319,212
                                  =======    =======      =======    =======

    Diluted earnings per share
      Before extraordinary 
        item                      $   .13    $   .09      $   .23    $   .31
      Extraordinary item                        (.05)                   (.05)
                                  -------    -------      -------    -------
        Total                     $   .13    $   .04      $   .23    $   .26
                                  =======    =======      =======    =======

    At June 30, 2002, 34.8 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.

b. Effective January 1, 2002, the company adopted Statement of Financial
   Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets."
   SFAS No. 142 no longer permits the amortization of goodwill and indefinite-


<PAGE> 6

   lived intangible assets.  Instead, these assets must be reviewed annually for
   impairment in accordance with this statement.  During the first quarter of
   2002, the company performed the first of the required impairment tests of
   goodwill, which indicated that the company's goodwill was not impaired.

   During the six months ended June 30, 2002, there was an increase in goodwill
   of $3.0 million related to an immaterial acquisition and all other changes
   were attributed to foreign currency translation adjustments.  Goodwill as of
   June 30, 2002 was allocated by segment as follows:  Technology - $117 
   million; Services - $45 million.

   The company's net income and earnings per share for the three and six months
   ended June 30, 2002 and 2001 adjusted to exclude goodwill amortization was as
   follows (in millions of dollars, except per share amounts):
                                      

                                  Three Months Ended       Six Months Ended   
                                       June 30                  June 30
                                  ------------------      ------------------ 
                                    2002       2001         2002       2001
                                   ------     ------       ------     ------
                                             
   Reported income before
     extraordinary item            $ 42.2     $ 29.3       $ 74.9     $ 98.6
   Add back goodwill
     amortization, net of tax          -         3.8           -         7.3
                                   ------     ------       ------     ------
   Adjusted income before
     extraordinary item            $ 42.2     $ 33.1       $ 74.9     $105.9
                                   ======     ======       ======     ======

   Reported net income             $ 42.2     $ 12.1       $ 74.9     $ 81.4
   Add back goodwill
     amortization, net of tax          -         3.8           -         7.3
                                   ------     ------       ------     ------
   Adjusted net income             $ 42.2     $ 15.9       $ 74.9     $ 88.7
                                   ======     ======       ======     ======

   Earnings per share before
     extraordinary item
     Basic and diluted earnings
       per share as reported       $  .13     $  .09       $  .23     $  .31
     Goodwill amortization             -         .01           -         .02
                                   ------     ------       ------     ------
     Basic and diluted earnings
       per share as adjusted       $  .13     $  .10       $  .23     $  .33
                                   ======     ======       ======     ======

   Earnings per share
     Basic and diluted earnings
       per share as reported       $  .13     $  .04       $  .23     $  .26
     Goodwill amortization             -         .01           -         .02
                                   ------     ------       ------     ------
     Basic and diluted earnings
       per share as adjusted       $  .13     $  .05       $  .23     $  .28
                                   ======     ======       ======     ======








<PAGE> 7


The company's net income and earnings per share for the three years ended 
December 31, 2001 adjusted to exclude goodwill amortization was as follows (in 
millions of dollars, except per share amounts):

                                                           Years Ended
                                                           December 31,
                                                  ----------------------------
                                                  2001         2000       1999
                                                  ----         ----       ----

Reported income (loss) available to common        
  stockholders before extraordinary items        $(49.9)     $244.8     $486.1
Add back goodwill amortization, net of tax         14.1        20.1       20.9
                                                 ------      ------     ------
Adjusted income (loss) available to common
  stockholders before extraordinary items        $(35.8)     $264.9     $507.0
                                                 ======      ======     ======

Reported income (loss) on common shares          $(67.1)     $225.0     $474.0 
Add back goodwill amortization, net of tax         14.1        20.1       20.9
                                                 ------      ------     ------
Adjusted income (loss) on common shares          $(53.0)     $245.1     $494.9
                                                 ======      ======     ======

Earnings (loss) per share before extraordinary
  items
    Basic
     As reported                                 $ (.16)     $  .78     $ 1.69
     Goodwill amortization                          .04         .06        .07
                                                 ------      ------     ------
      As adjusted                                $ (.12)     $  .84     $ 1.76
                                                 ======      ======     ======
    Diluted
     As reported                                 $ (.16)     $  .77     $ 1.63
     Goodwill amortization                          .04         .06        .07
                                                 ------      ------     ------
      As adjusted                                $ (.12)     $  .83     $ 1.70
                                                 ======      ======     ======
Earnings (loss) per share
    Basic
     As reported                                 $ (.21)     $  .72     $ 1.65
     Goodwill amortization                          .04         .06        .07
                                                 ------      ------     ------
      As adjusted                                $ (.17)     $  .78     $ 1.72
                                                 ======      ======     ======
    Diluted
     As reported                                 $ (.21)     $  .71     $ 1.59
     Goodwill amortization                          .04         .06        .07
                                                 ------      ------     ------
      As adjusted                                $ (.17)     $  .77     $ 1.66
                                                 ======      ======     ======


c. The company has two business segments:  Services and Technology.  Revenue 
   classifications by segment are as follows:  Services - systems integration 
   and consulting, outsourcing, network services and core maintenance; 
   Technology - enterprise-class servers and specialized technologies.  The 
   accounting policies of each business segment are the same as for the company 
   as a whole.  Intersegment sales and transfers are priced as if the sales or 
   transfers were to third parties.  The company evaluates business segment 
   performance on operating income exclusive of restructuring charges and 
   unusual and nonrecurring items.  All other corporate and centrally incurred 
   costs are allocated to the business segments based principally on assets, 
   revenue, employees, square footage or usage.







<PAGE> 8

   A summary of the company's operations by business segment for the three and
   six month periods ended June 30, 2002 and 2001 is presented below (in
   millions of dollars):


                             Total    Corporate    Services    Technology
   Three Months Ended      
     June 30, 2002
   ------------------
   Customer revenue         $1,359.8               $1,039.3     $  320.5
   Intersegment                        $( 82.9)        14.2         68.7
                            --------   -------     --------     --------
   Total revenue            $1,359.8   $( 82.9)    $1,053.5     $  389.2
                            ========   =======     ========     ========
   Operating income (loss)  $   97.0   $( 11.9)    $   61.2     $   47.7
                            ========   =======     ========     ========
   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
                            ========   =======     ========     ========
   Six Months Ended
     June 30, 2002
   ----------------
   Customer revenue         $2,722.3               $2,088.5     $  633.8 
   Intersegment                        $(163.6)        25.7        137.9 
                            --------   -------     --------     --------
   Total revenue            $2,722.3   $(163.6)    $2,114.2     $  771.7
                            ========   =======     ========     ========
   Operating income (loss)  $  175.8   $( 15.0)    $  113.6     $   77.2
                            ========   =======     ========     ========
   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 (loss)  $  152.1   $( 19.5)    $   36.9     $  134.7
                            ========   =======     ========     ========


   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,
                                       ------------------   ----------------
                                         2002      2001       2002      2001
                                         ----      ----       ----      ----
   Total segment operating income       $108.9    $ 56.0     $190.8    $171.6  
   Interest expense                      (18.1)    (17.6)     (35.6)    (33.5) 
   Other income (expense), net           (16.0)     15.7      (28.4)     28.7  
   Corporate and eliminations            (11.9)    (10.2)     (15.0)    (19.5) 
                                        ------    ------     ------    ------
   Total income before income taxes     $ 62.9    $ 43.9     $111.8    $147.3 
                                        ======    ======     ======    ======







<PAGE> 9

d. Comprehensive income for the three and six months ended June 30, 2002 and
   2001 includes the following components (in millions of dollars):


                                       Three Months Ended   Six Months Ended
                                             June 30,           June 30,
                                       ------------------   ----------------
                                         2002      2001       2002      2001
                                         ----      ----       ----      ----

   Net income                           $ 42.2    $ 12.1     $ 74.9    $ 81.4  
 
   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 
         $(3.5), $.7, $(2.4) and $4.4     (6.4)      1.2       (4.4)      8.1
       Reclassification adjustments,
        net of tax of $1.2, $(1.3), 
         $(.6)and $(2.6)                   2.2      (2.3)      (1.3)     (4.9)
     Foreign currency translation         
       adjustments, net of tax of
       $0, $1.7, $0 and $0               (26.4)    (59.3)     (18.3)    (60.8) 
                                        ------    ------     ------    ------
     Total other comprehensive
       income (loss)                     (30.6)    (60.4)     (24.0)    (54.3)
                                        ------    ------     ------    ------
     Comprehensive income (loss)        $ 11.6    $(48.3)    $ 50.9    $ 27.1  
                                        ======    ======     ======    ======
   

    Accumulated other comprehensive income (loss) as of December 31, 2001 and
    June 30, 2002 is as follows (in millions of dollars):
    
                                                                      Cash
                                                       Translation    Flow
                                               Total   Adjustments   Hedges
                                               -----   -----------   ------

    Balance at December 31, 2000             $(643.7)    $(643.7)         
    Change during period                      ( 63.1)     ( 67.5)    $  4.4
                                             -------     -------     ------
    Balance at December 31, 2001              (706.8)     (711.2)       4.4   
    Change during period                      ( 24.0)     ( 18.3)     ( 5.7)
                                             -------     -------     ------
    Balance at June 30, 2002                 $(730.8)    $(729.5)    $( 1.3)
                                             =======     =======     ======


e.   In response to the weak economic environment in 2001, the company took
     actions to reduce its cost structure.  In the fourth quarter of 2001, the 
     company recorded a pretax charge of $276.3 million, or $.64 per share, 
     primarily for a work-force reduction of approximately 3,750 people (1,700 
     in the United States and 2,050 outside the United States).  Of the total, 
     1,910 people left the company in 2001 with the remainder to leave in 2002.
     Of the total work-force reduction, 764 people accepted an early retirement 
     program in the United States.  For those employees who accepted the early 
     retirement program, cash requirements were provided through the company's 
     pension plan.  Cash expenditures in 2001 related to the involuntary 
     reductions were $23.3 million.  These activities did not significantly 
     affect the company's operations while they were ongoing.  A further 
     breakdown of the individual components of these costs follows:







<PAGE> 10

                                       Work-Force
                                       Reductions(1)
                                       ----------                              
                                                         Idle Lease 
     ($ in Millions)  Headcount   Total   U.S.   Int'l     Costs       Other(2)
     ------------------------------------------------------------------------
     Work-force
      reductions(1)

     Early retirement    764      $ 58.8  $ 58.8

     Involuntary
      reductions       3,001       145.9    18.8  $127.1
                       -----      ------  ------  ------
       Subtotal        3,765       204.7    77.6   127.1
     Other                          71.6                   $ 29.5     $ 42.1
                      ------      ------  ------  ------   ------     ------
     Total charge      3,765       276.3    77.6   127.1     29.5       42.1
     Utilized         (1,910)     (127.2) ( 62.5) ( 22.6)             ( 42.1)
                      ------      ------  ------  ------   ------     ------
     Balance at
      Dec. 31, 2001    1,855       149.1    15.1   104.5     29.5         -

     Utilized         (1,340)     ( 56.2) (  8.7) ( 44.9)   ( 2.6)
     Additional
      provisions         568        20.2     1.7    17.1      1.4
     Reversal of
      excess reserves (  264)     ( 12.8) (  4.2) (  8.3)   (  .3)
     Other(3)                         3.4             4.3    (  .9)
                      ------      ------  ------  ------   ------     ------
     Balance at
      June 30, 2002      819      $103.7  $  3.9  $ 72.7   $ 27.1     $   -
                      ======      ======  ======  ======   ======     ======
     Expected future
     cash utilization:
     2002 second half             $ 66.9  $  2.9  $ 54.4   $  9.6
     2003 and thereafter            36.8     1.0    18.3     17.5
                                  ------  ------  ------   ------
     (1)Includes severance, notice pay, medical and other benefits.
     (2)Includes product and program discontinuances, principally 
         representing a provision for asset write-offs.
       (3)Changes in estimates and translation adjustments.
                                              
    Most of the 2001 fourth-quarter charges were related to work-force 
     Reductions ($204.7 million), principally severance costs.  Other employee-
     related costs are not significant.  Approximately $58.8 million of this
     total was funded from the company's U.S. pension plan.  The remainder of
     the cost related to work-force reductions as well as idle lease costs, 
     discussed below, is being funded from the company's operating cash flow.  
     The charge related to idle lease costs was $29.5 million and relates to 
     contractual obligations (reduced by estimated sublease income) existing 
     under long-term leases of vacated facilities.  Estimates of the amounts 
     and timing of sublease income were based on discussions with real estate 
     brokers that considered the marketability of the individual property 
     involved.  The charge for product and program discontinuances was $42.1 
     million and principally represented capitalized marketable software and 
     inventory related to products or programs that were discontinued at 
     December 31, 2001.  These actions have lowered the company's cost base 
     (principally employee-related costs), thereby making the company better 
     able to compete in the market place.

     Cash expenditures related to the 2001 and prior-year restructuring charges
     were approximately $63 million in the six months ended June 30, 2002
     compared to $30 million for the prior-year period, and are expected to be 
     approximately $72 million (which includes approximately $5 million related
     to restructuring charges taken prior to 2001) for the remainder of 2002 
     and $42 million (which includes approximately $5 million related to 
     restructuring charges taken prior to 2001) in total for all subsequent 
     years, principally for work-force reductions and idle lease costs.  
     Personnel reductions in the first half of 2002 related to these
     restructuring actions were 1,340 and are expected to be 819 for the 
     remainder of the year.

     

<PAGE> 11

     As summarized above, during the six months ended June 30, 2002, the 
     company reduced its accrued workforce reserve by $12.5 million.  This 
     reduction related to 264 employees who were designated for involuntary 
     termination but were retained as a result of job positions that became 
     available due to voluntary terminations or acceptance of alternative 
     positions within the company.  In addition, given the continuing weak 
     economic environment, the company identified new restructuring actions 
     and recorded an additional provision of $20.2 million, principally for a 
     workforce reduction of 568 people.

f.   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,
     2002 and 2001 was $2.8 million and $3.2 million, respectively. The company
     expects to realize these tax benefits on future Federal income tax returns.

g.   In April 2002, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards ("SFAS") No. 145, "Rescission of FASB 
     Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and 
     Technical Corrections."  SFAS No. 145 rescinds SFAS No. 4 which required 
     that all gains and losses from extinguishment of debt be reported as an 
     extraordinary item.  SFAS No. 145 also amends SFAS No. 13, Accounting for 
     Leases," in respect to sale-leaseback transactions.  

     The provisions of SFAS No. 145 related to the rescission of SFAS No. 4 must
     be applied in fiscal years beginning after May 15, 2002.  The company will
     adopt this statement effective January 1, 2003.  Any gain or loss on 
     extinguishment of debt that was classified as an extraordinary item in 
     prior periods that does not meet the criteria of Opinion 30 for 
     classification as an extraordinary item will be reclassified from 
     extraordinary item to other income (expense), net.  Adoption of SFAS No. 
     145 will have no effect on the company's consolidated financial position, 
     consolidated net income or liquidity.

h.   Certain prior-year amounts have been reclassified to conform with the 2002
     presentation.



                                            



<PAGE> 12


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


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

For the three months ended June 30, 2002, the company reported net income of 
$42.2 million, or $.13 per share, compared to $12.1 million, or $.04 per share, 
for the three months ended June 30, 2001.  The prior-year period included an 
extraordinary item for the early extinguishment of debt of $17.2 million, or 
$.05 per share.  Excluding this item, income in the prior-year period was $29.3 
million, or $.09 per share.

Total revenue for the quarter ended June 30, 2002 was $1.36 billion, down 7% 
from revenue of $1.46 billion for the quarter ended June 30, 2001.  Services 
revenue of $1.04 billion declined 4% from the prior year while Technology 
revenue of $321 million declined 15% from the prior-year period.  

U.S. revenue declined 8% in the second quarter to $595 million from $646 million
in the year-ago period, and revenue in international markets decreased 6% to 
$765 million from $816 million in the year-ago period.  Currency changes had a 
negligible impact on revenue in the quarter.  

Total gross profit was 29.7% in the second quarter of 2002 compared to 27.2% in 
the year-ago period, principally reflecting improvements in the Services 
business and a higher mix of ClearPath server sales.

For the three months ended June 30, 2002, selling, general and administrative 
expenses were $245.5 million (18.1% of revenue) compared to $276.4 million 
(18.9% of revenue) for the three months ended June 30, 2001.  The decline in 
selling, general and administrative expenses was principally due to the effects 
of the company's cost reduction actions.  

Research and development ("R&D") expense was $62.0 million compared to $75.2 
million a year earlier.  The lower level of R&D reflects changes that the 
company has made to improve efficiencies, consolidate R&D activities in systems 
integration to improve synergies, and to make use of lower-cost offshore 
resources for software support.  Although the amount of R&D is down, the company
continues to invest in high-end CMP server technology and in key programs within
its industry practices.

For the second quarter of 2002, the company reported an operating income percent
of 7.1% compared to 3.1% for the second quarter of 2001.

The company has two business segments:  Services and Technology.  Revenue 
classifications by segment are as follows:  Services - systems integration and 
consulting, outsourcing, network services and core maintenance; Technology - 
enterprise-class servers and specialized technologies.  The accounting policies 
of each business segment are the same as for the company as a whole.  
Intersegment sales and transfers are priced as if the sales or transfers were to
third parties.  The company evaluates business segment performance on operating 
income exclusive of restructuring charges and unusual and nonrecurring items.  
All other corporate and centrally incurred costs are allocated to the business 
segments based principally on assets, revenue, employees, square footage or 
usage.








<PAGE> 13

Information by business segment is presented below (in millions):
                                                                     
                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
June 30, 2002
------------------
Customer revenue          $1,359.8                  $1,039.3    $320.5
Intersegment                           $( 82.9)         14.2      68.7
                          --------     -------      --------    ------      
Total revenue             $1,359.8     $( 82.9)     $1,053.5    $389.2
                          ========     =======      ========    ====== 

Gross profit percent          29.7%                     21.9%     46.8%
                          ========                  ========    ======
Operating income
     percent                   7.1%                      5.8%     12.2%
                          ========                  ========    ======
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%
                          ========                  ========    ======

In the Services segment, customer revenue was $1.04 billion, down 4% from $1.08 
billion in the year-ago period, as an 8% increase in outsourcing ($347 million 
in the second quarter of 2002 compared to $322 million in the prior period) was 
more than offset by a 14% decline in network services ($215 million in the 
current period compared to $250 million in the prior-year period), a 7% decline 
in systems integration ($341 million in the current period compared to $368 
million in the prior period), and a 5% decline in core maintenance revenue 
($137 million in the current period compared to $145 million in the prior 
period).  The decline in network services revenue was principally due to 
reduced low-margin commodity hardware sales as part of network services 
projects compared to the year-ago period.  The Services segment gross profit 
percent increased to 21.9% in the current quarter from 19.2% in the prior 
period, and its operating profit percent increased to 5.8% in the current 
quarter compared to 0.9% in the year-ago period.  The company achieved these 
margin improvements by being selective in pursuing higher value-added business 
opportunities, de-emphasizing low-margin commoditized areas of the market, 
growing its annuity-based outsourcing business, and resizing its workforce to 
meet business demand.

In the Technology segment, customer revenue declined 15% to $321 million in the 
second quarter of 2002 from $377 million in the prior-year period.  Demand in 
the Technology segment remained weak industry-wide as customers deferred 
spending on new computer hardware and software.  Sales of specialized 
technology products declined 36% to $80 million in the second quarter of 2002 
from $125 million in the second quarter of 2001.  Sales of enterprise servers 
declined 4% to $240 million from $252 million in the year-ago quarter, 
primarily reflecting lower sales of the company's Intel based ES Server line.  
The gross profit percent in the Technology segment was 46.8% in the current 
quarter compared to 43.5% in the prior period.  Operating profit in this 
segment increased to 12.2% in the current quarter from 10.5% in 2001, 
primarily reflecting an increase in the percentage of ClearPath server sales, 
which have a higher gross profit margin, as well as the effects of the 
company's cost reduction actions.  





<PAGE> 14


Interest expense for the three months ended June 30, 2002 was $18.1 million 
compared to $17.6 million for the three months ended June 30, 2001.  

Other income (expense), net was an expense of $16.0 million in the current 
quarter compared to income of $15.7 million in the year-ago quarter.  In the 
current quarter, other income (expense), net includes a charge of $21.8 
million relating to the company's share of an early retirement charge recorded 
by Nihon Unisys, Ltd. ("NUL").  The company owns approximately 28% of the 
common stock of NUL and accounts for its investment by the equity method. 
Other income (expense), net also included foreign exchange losses, principally 
in Latin America, of $1.3 million in the current period compared to foreign 
exchange gains of $12.5 million in the year-ago period.

Income before income taxes was $62.9 million in the second quarter of 2002 
compared to $43.9 million last year.  The provision for income taxes was $20.7 
million in the current period compared to $14.6 million in the year-ago period.
The effective tax rate in both periods was 33%.

During the three months ended June 30, 2002, the company reduced its accrued 
workforce reserve by $12.5 million.  This reduction related to 264 employees 
who were designated for involuntary termination but were retained as a result 
of acceptance of job positions that became available due to voluntary 
terminations or acceptance of alternative positions within the company.  In 
addition, given the continuing weak economic environment, the company 
identified new restructuring actions and recorded an additional provision 
of $20.2 million, principally for a workforce reduction of 568 people.

Pension income for the three months ended June 30, 2002 was approximately $34 
million compared to approximately $42 million for the three months ended June 
30, 2001.  The principal reason for the decline was that effective January 1, 
2002, the company reduced its expected long-term rate of return on plan assets 
for its U.S. pension plan to 9.5% from 10.0%.  This change will cause 2002 
pension income in the U.S. to decline by approximately $24 million from the 
2001 amount. The company records pension income or expense, as well as other 
employee-related costs such as FICA and medical insurance costs, in operating 
income in the following income statement categories:  cost of sales, selling, 
general and administrative expenses, and research and development expenses.  
The amount allocated to each line is based on where the salaries of the active 
employees are charged.  

For the six months ended June 30, 2002, net income was $74.9 million, or $.23 
per share, compared to net income of $81.4 million, or $.26 per share, last 
year.  The prior-year period included an extraordinary item for the early 
extinguishment of debt of $17.2 million, or $.05 per share.  Excluding this 
item, income in the prior-year period was $98.6 million, or $.31 per diluted 
share.  Revenue for the six months ended June 30, 2002 was $2.72 billion, down 
12% from $3.09 billion for the six months ended June 30, 2001.

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

Cash and cash equivalents at June 30, 2002 were $201.1 million compared to 
$325.9 million at December 31, 2001.  

For the six months ended June 30, 2002, cash provided by operations was $12.6 
million compared to cash provided of $10.0 million for the six months ended 
June 30, 2001.  Cash expenditures in the six months ended June 30, 2002 
related to prior-year restructuring charges (which are included in operating 
activities) were approximately $63 million compared to $30 million in the 
prior-year period.  These expenditures are expected to be approximately $72 
million for the remainder of 2002 and $42 million in total for all subsequent 
years, principally for work-force reductions and idle lease costs.  Personnel 
reductions in the first half of 2002 related to these restructuring actions 
were 1,340 and are expected to be 819 for the remainder of the year.  See 
Note e of the Notes to Consolidated Financial Statements.





<PAGE> 15


Cash used for investing activities for the six months ended June 30, 2002 was 
$195.1 million compared to $140.5 million during the six months ended June 30, 
2001.  The increase was principally due to net purchases of investments of 
$13.9 million for the six months ended June 30, 2002 compared to net proceeds 
from investments of $14.0 million in the prior-year period, as well as higher 
current period additions to properties, principally related to the outsourcing 
business.  

Cash provided by financing activities during the six months ended June 30, 2002
was $53.9 million compared to cash used of $4.4 million in the prior year, 
principally due to net proceeds from short-term borrowings of $39.0 million 
for the six months ended June 30, 2002 compared to a net reduction in short-
term borrowings of $22.3 million in the prior-year period.  

At June 30, 2002, total debt was $865.1 million, an increase of $39.0 million 
from December 31, 2001.  The debt to capital ratio was 28% at June 30, 2002 
and December 31, 2001.   

The company has a three-year $450 million credit agreement.  As of June 30, 
2002, there were no borrowings under this facility.   Borrowings under the 
agreement bear interest based on the then current LIBOR or prime rates and the 
company's credit rating.  The credit agreement contains financial and other 
covenants, including maintenance of certain financial ratios, a minimum level 
of net worth and limitations on certain types of transactions, which could 
reduce the amount the company is able to borrow.  Events of default under the 
credit agreement include failure to perform covenants, material adverse 
change, change of control and default under other debt aggregating at least 
$25 million.  If an event of default were to occur under the credit agreement, 
the lenders would be entitled to declare all amounts borrowed under it 
immediately due and payable.  The occurrence of an event of default under the 
credit agreement could also cause the acceleration of obligations under 
certain other agreements and the termination of the company's U.S. trade 
accounts receivable facility described below.

The company and certain international subsidiaries have access to certain 
uncommitted lines of credit from various banks.  Other sources of short-term 
funding are operational cash flows, including customer prepayments, and the 
company's U.S. trade accounts receivable facility.  Using this facility, the 
company sells, on an on-going basis, up to $225 million of its eligible U.S. 
trade accounts receivable through a wholly owned subsidiary, Unisys Funding 
Corporation I.  At June 30, 2002, receivables of $157 million were sold and 
therefore removed from the accompanying consolidated balance sheet.  The 
facility is renewable annually at the purchasers' option and expires in 
December 2003.

At June 30, 2002, the company has met all of the covenants and conditions 
under its various lending and funding agreements.  Since the company believes 
that it will continue to meet these covenants and conditions, the company 
believes that it has adequate sources and availability of short-term funding 
to meet its expected cash requirements.

The company may, from time to time, redeem, tender for, or repurchase its  
securities in the open market or in privately negotiated transactions 
depending upon availability, market conditions and other factors.

The company has on file with the Securities and Exchange Commission an 
effective registration statement covering $1.5 billion of debt or equity 
securities, which enables the company to be prepared for future market 
opportunities.

At June 30, 2002, the company had deferred tax assets in excess of deferred 
tax liabilities of $1,379 million.  For the reasons cited below, management 
determined that it is more likely than not that $1,037 million of such assets 
will be realized, therefore resulting in a valuation allowance of $342 million.
                                         





<PAGE> 16


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 $3.2 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. 

At the end of each year, the company determines the fair value of its pension 
plan assets as well as the discount rate to be used to calculate the present 
value of plan liabilities.  The discount rate is an estimate of the interest 
rate at which the pension benefits could be effectively settled.  In estimating
the discount rate, the company looks to rates of return on high quality, fixed 
income investments currently available and expected to be available during the 
period to maturity of the pension benefits.  The company specifically uses a 
portfolio of fixed-income securities, which on average receive at least the 
second highest rating given by a recognized rating agency.  The discount rate 
is used to calculate the present value of the pension obligation at a point in 
time (the accumulated benefit obligation, or "ABO").

Accounting rules require a company to recognize a liability on its balance 
sheet for each pension plan if the fair value of the assets of that pension 
plan is less than the ABO.  This liability is called a "minimum pension 
liability" and is recorded as a charge in "accumulated other comprehensive 
income (loss)" in stockholders' equity.  

At June 30, 2002, for the company's U.S. pension plan, the fair value of 
pension plan assets exceeded the ABO by approximately $200 million.  However, 
if the fair value of the U.S. pension plan assets were to decline or long-term 
interest rates were to fall to the extent that the ABO for the U.S. pension 
plan exceeded the fair value of its assets at December 31, 2002, the company 
would be in a minimum pension liability position.

In this case, accounting rules would require that a liability be recorded for 
the excess of the ABO over the fair value of pension plan assets, as described 
above.  Accordingly, the company would record a charge to stockholders' equity 
in an amount equal to the minimum pension liability plus the company's U.S. 
pension asset of approximately $1.2 billion, net of tax.  This accounting would
have no effect on the company's net income, liquidity or cash flows.  Financial
ratios and net worth covenants in the company's credit agreement specifically 
exclude the effects of the charge to stockholders' equity caused by recording 
a minimum pension liability.  If at the following year-end (December 31, 2003),
the fair value of the pension plan assets exceeds the ABO,
the charge to stockholders' equity would be reversed.

Stockholders' equity increased $78.4 million during the six months ended June 
30, 2002, principally reflecting net income of $74.9 million, $24.7 million 
for issuance of stock under stock option and other plans, and $2.8 million of 
tax benefits related to employee stock plans, partially offset by currency 
translation of $24.0 million. 

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.  These other 
factors include, but are not limited to, those discussed below.

The company's business is affected by changes in general economic and business 
conditions.  It also could be affected by acts of war, terrorism or natural 
disasters.  During 2002, the company is facing a very challenging economic 
environment.  In this environment, many organizations are delaying planned 
purchases of information technology products and services.  If the level of 
demand for the company's products and services does not increase or if it 
declines in the future, the company's business could be adversely affected.



<PAGE> 17

The information services and technology markets in which the company operates 
include a large number of companies vying for customers and market share both 
domestically and internationally.  The company's competitors include computer 
hardware manufacturers, software providers, systems integrators, consulting 
and other professional services firms, outsourcing providers, and network 
services providers.  Some of the company's competitors may develop competing 
products and services that offer better price-performance or that reach the 
market in advance of the company's offerings.  Some competitors also have or 
may develop greater financial and other resources than the company, with 
enhanced ability to compete for market share generally, in some instances 
through significant economic incentives to secure contracts.  Some may also be 
better able to compete for skilled professionals.  Any of this could have an 
adverse effect on the company's business.  Future results will depend on the 
company's ability to mitigate the effects of aggressive competition on 
revenues, pricing and margins and on the company's ability to attract and 
retain talented people.

The company operates in a highly volatile industry characterized by rapid 
technological change, evolving technology standards, short product life-cycles 
and continually changing customer demand patterns.  Future success will
depend in part on the company's ability to anticipate and respond to these 
market trends and to design, develop, introduce, deliver, or obtain new and 
innovative products and services on a timely and cost-effective basis.  The 
company may not be successful in anticipating or responding to changes in
technology, industry standards or customer preferences, and the market may not 
demand or accept its services and product offerings.  In addition, products 
and services developed by competitors may make the company's offerings less 
competitive.

The company's future results will depend in part on its ability to accelerate 
growth in outsourcing and managed services.  The company's outsourcing 
contracts are multi-year engagements under which the company takes over 
management of a client's technology operations, business processes or networks.
The company will need to maintain a strong financial position in order to grow 
its outsourcing business.  In a number of these arrangements, the company hires 
certain of its clients' employees and may become responsible for the related 
employee obligations, such as pension and severance commitments.  

In addition, system development activity on outsourcing contracts may require 
the company to make significant up-front investments.  As long-term 
relationships, these outsourcing contracts provide a base of recurring revenue.
However, in the early phases of these contracts, gross margins may be lower 
than in later years when the work force and facilities have been rationalized 
for efficient operations and an integrated systems solution has been 
implemented.

Future results will also depend in part on the company's ability to drive 
profitable growth in systems integration and consulting.  The company's systems
integration and consulting business has been adversely affected by the recent 
economic slowdown.  In this economic environment, customers have been delaying 
systems integration projects.  The company's ability to grow profitably in this
business will depend in part on an improvement in economic conditions and a
pick-up in demand for systems integration projects.  It will also depend on the
success of the actions the company has taken to enhance the skills base and 
management team in this business and to refocus the business on integrating 
best-of-breed, standards-based solutions to solve client needs.  In addition, 
profit margins in this business are largely a function of the rates the company
is able to charge for services and the chargeability of its professionals.  If 
the company is not able to maintain the rates it charges or appropriate 
chargeability for its professionals, profit margins will suffer.  The rates the
company is able to charge for services are affected by a number of factors, 
including:  clients' perception of the company's ability to add value through 
its services; introduction of new services or products by the company or its 
competitors; pricing policies of competitors; and general economic conditions.
Chargeability is also affected by a number of factors, including:  the 
company's ability to transition employees from completed projects to new 
engagements; and its ability to forecast demand for services and thereby 
maintain an appropriate head count.



<PAGE> 18

Future results will also depend in part on market acceptance of the company's 
high-end enterprise servers.  In its technology business, the company is 
focusing its resources on high-end enterprise servers based on its Cellular 
MultiProcessing (CMP) architecture.  The company's CMP servers are designed to 
provide mainframe-class capabilities with compelling price-performance by 
making use of standards-based technologies such as Intel chips and Microsoft 
operating system software.  Recently the company has transitioned both its 
legacy ClearPath servers and its Intel-based ES7000s to the CMP platform, 
creating a common platform for all the company's high-end server lines.  Future
results will depend, in part, on customer acceptance of the new CMP-based 
ClearPath Plus systems and the company's ability to maintain its installed base
for ClearPath, which continues to provide the majority of operating profit in 
the company's technology business.  In addition, future results will depend, in
part, on the company's ability to generate new customers and accelerate sales 
of the lower-margin Intel-based ES7000 line.  The company believes there is 
significant growth potential in the developing market for high-end Intel-based 
servers running Microsoft operating system software.  However, competition in 
this new market is likely to intensify in coming years, and the company's 
ability to succeed will depend on its ability to compete effectively against 
enterprise server competitors with more substantial resources and its ability 
to achieve market acceptance of the ES7000 technology by clients, systems 
integrators, and independent software vendors.

A number of the company's long-term contracts for network services, 
outsourcing, help desk and similar services do not provide for minimum 
transaction volumes.  As a result, revenue levels are not guaranteed.  In 
addition, some of these contracts may permit termination or may impose other 
penalties if the company does not meet the performance levels specified in the 
contracts.

Some of the company's systems integration contracts are fixed-priced contracts 
under which the company assumes the risk for delivery of the contracted 
services and products at an agreed-upon fixed price.  At times the company has 
experienced problems in performing some of these fixed-price contracts on a 
profitable basis and has provided periodically for adjustments to the 
estimated cost to complete them.  Future results will depend on the company's 
ability to perform these services contracts profitably.

The company frequently enters into contracts with governmental entities.  
Risks and uncertainties associated with these government contracts include 
the availability of appropriated funds and contractual provisions that allow 
governmental entities to terminate agreements at their discretion before the 
end of their terms.

The success of the company's business is dependent on strong, long-term client 
relationships and on its reputation for responsiveness and quality.  As a 
result, if a client is not satisfied with the company's services or products, 
its reputation could be damaged and its business adversely affected.  In 
addition, if the company fails to meet its contractual obligations, it could 
be subject to legal liability, which could adversely affect its business, 
operating results and financial condition.

The company has commercial relationships with suppliers, channel partners and 
other parties that have complementary products, services or skills.  Future 
results will depend in part on the performance and capabilities of these third 
parties, on the ability of external suppliers to deliver components at 
reasonable prices and in a timely manner, and on the financial condition of, 
and the company's relationship with, distributors and other indirect channel 
partners.  

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, import or export licensing 
requirements, multiple and possibly overlapping and conflicting tax laws, and 
weaker intellectual property protections in some jurisdictions.

The company cannot be sure that its services and products do not infringe on 
the intellectual property rights of third parties, and it may have 
infringement claims asserted against it or against its clients.  These claims 
could cost the company money, prevent it from offering some services or 
products, or damage its reputation.  





<PAGE> 19


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


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

(a)   The company's 2002 Annual Meeting of Stockholders (the "Annual 
Meeting") was held on April 25, 2002 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:

       J.P. Bolduc - 277,684,581 votes for; 5,233,024 votes withheld

       James J. Duderstadt - 277,715,175 votes for; 5,202,430 votes 
       withheld

       Denise K. Fletcher - 277,961,528 votes for; 4,956,077 votes 
       withheld

       Kenneth A. Macke - 277,693,189 votes for; 5,224,416 votes 
       withheld

   2.  A proposal to ratify the selection of the company's independent 
       auditors - 271,207,440 votes for; 9,788,573 votes against; 
       1,921,592 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, 2002, the company 
          filed no Current Reports on Form 8-K.



<PAGE> 20



                               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: August 13, 2002          By: /s/ Janet M. Brutschea Haugen
                                   -----------------------------
                                       Janet M. Brutschea Haugen
                                       Senior Vice President and 
                                       Chief Financial Officer 
                                   (Principal Financial Officer)


                                      By: /s/ Carol S. Sabochick
                                          ----------------------
                                          Vice President and 
                                          Corporate Controller
                                      (Chief Accounting Officer)



<PAGE> 

                             EXHIBIT INDEX

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

10.1     Letter Agreement dated June 3, 2002 between Unisys 
         Corporation and Joseph W. McGrath

10.2     Amendment dated July 25, 2002 to Employment Agreement between 
         Unisys Corporation and Lawrence A. Weinbach

12       Statement of Computation of Ratio of Earnings to Fixed 
         Charges







                                                       Exhibit 10.1


June 3, 2002



Mr. Joseph W. McGrath
Executive Vice President
President, Global Industries
Unisys Corporation
Unisys Way
Blue Bell, PA 19424

Dear Joe:

You are presently employed by Unisys Corporation (the "Corporation") as 
Executive Vice President and President, Global Industries.  The purpose 
of this letter agreement (the "Agreement") is to set forth the terms and 
conditions that will apply should your employment with the Corporation 
be terminated by the Corporation without "cause" (as defined below) or 
by you for "good reason" (as defined below).  This Agreement shall be 
effective from the date hereof through December 31, 2004.  

Your employment may be terminated by the Corporation at any time with or 
without cause.  However, in the event that your employment is terminated 
by Unisys without "cause" (as defined below) or you terminate your 
employment for "good reason" (as defined below) before December 31, 
2004, you will be entitled to the following:

      (1)   You will continue to be paid your base salary (at its then 
current rate on the date of termination of employment) for a period of 
two years following your termination of employment.  Such termination 
payments will be made in the same manner and at the same times as the 
base
 salary payments would have been paid during employment and the 
period during which such payments are to be made will be referred to as 
the "Salary Continuation Period".

      (2)   If termination of employment occurs prior to the EVC Plan 
payout date for the previous EVC award year, you will be eligible to 
receive an EVC award for such previous award year in an amount 
determined under the normal EVC Plan procedures as if you had continued 
to be employed through the EVC payout date for such year.  Any EVC 
payment will be paid in the same manner and at the same time that such 
EVC payment would have been made had you continued to be employed.  (For 
purposes of this Agreement, "EVC" means Executive Variable Compensation 
or any successor annual bonus and "EVC Plan" means the Unisys Executive 
Variable Compensation Plan or any successor annual bonus plan in which 
you participate.)

      (3)   You will be eligible to receive an EVC payment for the year 
in which termination of employment occurs in an amount determined under 
the normal EVC Plan procedures as if you had continued to be employed 
through the EVC payout date for such year, but prorated to take into 
account your actual period of employment for such year.  Any EVC payment 
will be paid in the same manner and at the same time that such EVC 
payment would have been made had you continued to be employed.

      (4)   You will be eligible to receive annual EVC awards for each 
year of the Salary Continuation Period.  Any EVC award payable for the 
first year of the Salary Continuation Period will be paid on the normal 
EVC payment date for officers of the Corporation for the EVC award year 
in which occurs the first anniversary of your termination of employment 
and any EVC award payable for the second year of the Salary Continuation 
Period will be paid on the normal EVC payment date for officers of the 
Corporation for the EVC award year in which occurs the second 
anniversary of your termination of employment.  The amount of the EVC 
award for the first year of the Salary Continuation Period will be equal 
to (a) the amount of the continued base salary payments made to you 
under Section (1) during such first year, times (b) the percentage of 
funding approved by the Board of Directors for the corporate level EVC 
pool under the EVC Plan for the EVC award year in which occurs the first 
anniversary of your termination of employment, times (c) your target EVC 
percentage in effect on your termination date.  The amount of the EVC 
award for the second year of the Salary Continuation Period will be 
equal to (a) the amount of the continued base salary payments made to 
you under Section (1) during such second year, times (b) the percentage 
of funding approved by the Board of Directors for the corporate level 
EVC pool under the EVC Plan for the EVC award year in which occurs the 
second anniversary of your termination of employment, times (c) your 
target EVC percentage in effect on your termination date.  

      (5)   You and your eligible dependents will be eligible to 
continue to participate, at the same costs applicable to active 
employees, in the Unisys Medical and Dental Plans through the Salary 
Continuation Period, subject, however, to the generally applicable terms 
of such plans.

      (6)   The Salary Continuation Period will be counted as Credited 
Service for you for purposes of the Unisys Elected Officer Pension Plan 
(regardless of whether you become "employed", as defined below, after 
your termination of employment with the Corporation) and the termination 
payments paid to you under Sections (1) through (4) above prior to the 
date on which you become "employed" with an entity other than Unisys 
will be considered as eligible compensation for purposes of such Plan.  
For purposes of this Section (6), you will be considered to be 
"employed" if you provide services to any other entity as an employee, 
independent contractor, consultant, officer or director (provided that 
service as an outside director of another entity will not be considered 
as employment to the extent that the fees received by you for such 
services are based on the same fee structure as is paid to other outside 
directors of the entity).

You agree to accept the termination payments described above as the sole 
and exclusive remedy against Unisys for any claims arising out of your 
employment relationship, including, but not limited to, the termination 
thereof.  Except as provided in Section (6) above, the special 
termination payments described above shall not be considered as 
compensation for purposes of any employee benefit plan, including, but 
not limited to, the Unisys Pension Plan and the Unisys Savings Plan.  

The amounts payable to you hereunder will be reduced by the amount of 
cash compensation, if any, earned by you if you become "employed", as 
defined in Section (6), after your termination of employment with the 
Corporation.  You will promptly advise the Senior Vice President, 
Worldwide Human Resources of the Corporation of any facts that could 
cause such a reduction in the amounts payable to you under this 
Agreement.  Upon written notice from the Corporation, you will promptly 
reimburse to the Corporation any overpayments made to you as a result of 
your receipt of the cash compensation described above.  

For purposes of this agreement, "cause" means intentional dishonesty; 
conviction of a felony; or your conviction of a misdemeanor involving 
moral turpitude that, in the opinion of Unisys, impairs your ability to 
substantially perform your job; gross neglect of your duties; engaging 
in conduct which is against the best interest of Unisys, including but 
not limited to conduct which violates the Unisys Code of Ethical 
Conduct; your continued failure to adequately perform your job duties, 
provided that Unisys has given you a written notice identifying the 
manner in which it believes that you have failed to adequately perform 
your job duties and you fail to cure your inadequate performance within 
30 days of receiving such notice; your inability to perform your duties 
because of a mental or physical disability which extends for a period of 
six months; your death.  "Good reason" means a reduction in your base 
pay or annual bonus target as such amounts may be increased from time to 
time; the assignment to you of job duties inconsistent with your 
position as Executive Vice President and President, Global Industries 
(or such other position to which you may be appointed during the term of 
this Agreement), unless as a result of a promotion; any material 
reduction in your responsibilities or status unless such reduction or 
change is (a) for cause, as defined above, or (b) is done with your 
written consent.  You recognize that the dynamic nature of Unisys 
business may result in changes in your duties, responsibilities and 
status.  It is agreed that the assignment to you of duties comparable to 
the duties of your position and changes in your responsibilities or 
status that are not material reductions thereof, will not constitute 
"good reason" under this Agreement.

In the event that you are terminated by the Corporation for cause, as 
defined above, or you terminate your employment for other than good 
reason, as defined above, or your termination of employment occurs after 
December 31, 2004, no amounts will be payable to you hereunder and 
termination payments, if any, shall be paid under the normal terms of 
the retirement, welfare, incentive, fringe and perquisite programs in 
which you participate at your termination date.

The payments under this agreement are not intended to duplicate payments 
under any other Unisys agreement or severance program, including, 
without limitation, the Employment Agreement applicable to Unisys 
elected officers which covers and takes effect only upon change in 
control situations, as defined therein.  To the extent that you may be 
entitled to receive duplicate payments under this and any other Unisys 
agreement or program, the provisions of that agreement or program which 
is most favorable to you or provides you with the greater benefit shall 
be effective.

Any dispute or controversy arising under or in connection with this 
agreement shall be settled exclusively by arbitration in accordance with 
the rules of the American Arbitration Association in Philadelphia, 
Pennsylvania.

Sincerely,



Lawrence A. Weinbach
Chairman, President, and Chief Executive Officer

CC:   David O. Aker
	




Accepted:   _______________________       Date:   _________________
            Joseph W. McGrath



                                                     Exhibit 10.2

August 6, 2002



Mr. Lawrence A. Weinbach
c/o Unisys Corporation
Unisys Way 
Blue Bell, Pennsylvania  19424


Dear Larry:

The purpose of this letter agreement is to amend the terms of your 
April 25, 2002 Employment Agreement (the "Employment Agreement"), as 
follows:

1.    Section 3 (b) of the Employment Agreement is hereby amended 
and restated to read as follows:

     "(b)  Effective as of April 25, 2002, you will be awarded a 
     stock option grant under the terms of the 1990 Long-Term 
     Incentive Plan for 500,000 shares of Unisys common stock, 
     which award will vest 20% per year commencing on the first 
     anniversary of the date of grant and will have a term of 
     ten years.  The exercise price for the grant will be two 
     times the Fair Market Value (as defined in the 1990 Unisys 
     Long-Term Incentive Plan) of Unisys common stock on the 
     date of grant."

If the foregoing is acceptable to you, please sign and return to us the 
enclosed copy of this Agreement.

Very truly yours,



UNISYS CORPORATION                         The foregoing is accepted:




By:  __________________________            ___________________________
     Kenneth A. Macke; Chairman                  Lawrence A. Weinbach
     Corporate Governance and
     Compensation Committee
     Board of Directors
 




<TABLE>
                                                          EXHIBIT 12
                                                                                                             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, -----------------------------------
                                  2002     2001   2000   1999   1998    1997    
                                  -------- ----   ----   ----   ----    ----    
<S>                               <C>     <C>    <C>    <C>    <C>     <C>
Fixed charges
Interest expense                  $  35.6 $ 70.0 $ 79.8 $127.8 $171.7  $233.2       
Interest capitalized during 
  the period                          6.0   11.8   11.4    3.6     -       -       
Amortization of debt issuance
  expenses                            1.3    2.7    3.2    4.1    4.6     6.7        
Portion of rental expense
  representative of interest         27.0   53.9   42.2   46.3   49.1    51.8    
                                   ------ ------ ------ ------ ------ -------   
    Total Fixed Charges              69.9  138.4  136.6  181.8  225.4   291.7   
                                   ------ ------ ------ ------ ------ -------
Earnings                             
Income (loss) from continuing
 operations before income taxes     111.8  (46.5) 379.0  770.3  594.2  (748.1)   
Add (deduct) the following:
 Share of loss (income) of
  associated companies               13.3   (8.6) (20.5)   8.9    (.3)    5.9     
 Amortization of capitalized
  interest                            3.9    5.4    2.2     -      -       -       
                                   ------ ------ ------ ------ ------  ------  
    Subtotal                        129.0  (49.7) 360.7  779.2  593.9  (742.2)   
                                   ------ ------ ------ ------ ------  ------

Fixed charges per above              69.9  138.4  136.6  181.8  225.4   291.7  
Less interest capitalized during
  the period                        ( 6.0) (11.8) (11.4)  (3.6)    -       -    
                                   ------  ------ ------ ------ ------ ------
Total earnings (loss)              $192.9  $76.9 $485.9 $957.4 $819.3 $(450.5)
                                   ======  ===== ====== ====== ====== =======

Ratio of earnings to fixed 
  charges                            2.76     *    3.56   5.27   3.63      *
                                   ======  ===== ====== ====== ====== =======
</TABLE>


* Earnings for the years ended December 31, 2001 and 1997 were inadequate to
  cover fixed charges by approximately $61.5 million and $742.2 million,
  respectively.