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

                                FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2003

[ ]   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 [ ]

     Indicate by check mark whether the registrant is an accelerated filer (as 
defined in Rule 12b-2 of the Exchange Act).  YES [X]    NO [ ]

     Number of shares of Common Stock outstanding as of March 31, 2003:
327,776,062.






<PAGE> 2

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                (Millions)
<CAPTION>   
                                          
                                          March 31,    
                                            2003       December 31,
                                         (Unaudited)       2002
                                         -----------   ------------
<S>                                       <C>            <C>
Assets
------
Current assets
Cash and cash equivalents                 $  433.1       $  301.8
Accounts and notes receivable, net           862.7          955.6
Inventories:
   Parts and finished equipment              156.9          165.3
   Work in process and materials             133.3          127.5
Deferred income taxes                        312.3          311.3
Other current assets                          97.4           84.5
                                          --------       --------
Total                                      1,995.7        1,946.0
                                          --------       --------

Properties                                 1,576.0        1,542.7
Less-Accumulated depreciation and
  amortization                               958.2          932.9
                                          --------       --------
Properties, net                              617.8          609.8
                                          --------       --------
Investments at equity                        111.8          111.8
Marketable software, net                     322.1          311.8
Deferred income taxes                      1,476.0        1,476.0
Goodwill                                     161.7          160.6
Other long-term assets                       367.8          365.4
                                          --------       --------
Total                                     $5,052.9       $4,981.4
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $   78.6       $   77.3

Current maturities of long-term debt           2.5            4.4
Accounts payable                             434.9          532.5
Other accrued liabilities                  1,152.9        1,341.4
Income taxes payable                         235.0          228.9
                                          --------       --------
Total                                      1,903.9        2,184.5
                                          --------       --------
Long-term debt                             1,046.3          748.0
Accrued pension liabilities                  715.1          727.7
Other long-term liabilities                  486.0          465.2

Stockholders' equity
Common stock, shares issued: 2003, 329.7;
   2002, 328.1                                 3.3            3.3
Accumulated deficit                       (  635.0)      (  673.5)
Other capital                              3,775.9        3,763.1
Accumulated other comprehensive loss      (2,242.6)      (2,236.9)
                                          --------       --------
Stockholders' equity                         901.6          856.0
                                          --------       --------
Total                                     $5,052.9       $4,981.4
                                          ========       ========
</TABLE>

See notes to consolidated financial statements.





<PAGE> 3

<TABLE>

                              UNISYS CORPORATION
                CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                     (Millions, except per share data)
<CAPTION>

                                         Three Months Ended March 31  
                                         ---------------------------   
                                             2003           2002     
                                           --------       --------   
<S>                                        <C>            <C>         
Revenue                                    
  Services                                 $1,107.0       $1,049.2
  Technology                                  291.9          313.3  
                                           --------       --------  
                                            1,398.9        1,362.5 
Costs and expenses
   Cost of revenue:
     Services                                 882.5          802.4
     Technology                               129.3          170.8
                                           --------       --------
                                            1,011.8          973.2
                            
Selling, general and administrative           243.7          245.4   
Research and development                       66.8           65.1    
                                           --------       --------   
                                            1,322.3        1,283.7     
                                           --------       --------   
Operating income                               76.6           78.8

Interest expense                               15.7           17.5
Other income (expense), net                    (3.4)         (12.4)
                                           --------       --------   
Income before income taxes                     57.5           48.9
Provision for income taxes                     19.0           16.2
                                           --------       --------   
Net income                                 $   38.5       $   32.7
                                           ========       ========
Earnings per share
   Basic                                   $    .12       $    .10
                                           ========       ========
   Diluted                                 $    .12       $    .10
                                           ========       ========

</TABLE>


See notes to consolidated financial statements.

                                                







<PAGE> 4

<TABLE>
                           UNISYS CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                (Millions)
<CAPTION>
                                                    Three Months Ended
                                                         March 31
                                                    ------------------
                                                       2003      2002
                                                    --------   --------
<S>                                                <C>        <C>
Cash flows from operating activities
Net income                                         $   38.5   $   32.7
Add(deduct) items to reconcile net income 
   to net cash (used for) provided by operating
   activities:
Depreciation and amortization of properties            42.2       36.0
Amortization:   
   Marketable software                                 29.7       29.7
   Deferred outsourcing contract cost                   7.8        3.9
(Increase) in deferred income taxes, net             (  1.0)    (  1.5) 
Decrease in receivables, net                           91.9      147.6      
Decrease in inventories                                 2.6       32.2
(Decrease) in accounts payable and
  other accrued liabilities                          (267.8)    (199.1)
Increase (decrease) in income taxes payable             6.1     (  5.8)
Increase(decrease) in other liabilities                 4.5     ( 19.4)
(Increase) in other assets                           ( 20.3)    ( 77.0)
Other                                                    .9       30.3
                                                    -------     ------
Net cash (used for) provided by operating
 activities                                          ( 64.9)       9.6 
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                        1,279.1      701.7
   Purchases of investments                        (1,292.7)    (699.1)
   Investment in marketable software               (   40.0)    ( 36.3)
   Capital additions of properties                 (   49.4)    ( 39.4)
   Purchases of businesses                         (     .8)        -
                                                    -------     ------
Net cash used for investing activities             (  103.8)    ( 73.1) 
                                                    -------     ------
Cash flows from financing activities
   Proceeds from issuance of long-term debt           293.3         -
   Net proceeds from short-term borrowings              1.3       15.9
   Proceeds from employee stock plans                   6.3        7.4 
   Payments of long-term debt                       (   2.4)    (   .5)  
                                                    -------     ------
Net cash provided by financing activities             298.5       22.8
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                            1.5     (  1.9)
                                                    -------     ------

Increase (decrease) in cash and
   cash equivalents                                   131.3     ( 42.6)
Cash and cash equivalents, beginning of period        301.8      325.9
                                                    -------    -------
Cash and cash equivalents, end of period            $ 433.1    $ 283.3
                                                    =======    =======
</TABLE>


See notes to consolidated financial statements.
                                               







<PAGE> 5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the financial information furnished
herein reflects all adjustments necessary for a fair presentation of
the financial position, results of operations and cash flows for the
interim periods specified.  These adjustments consist only of normal
recurring accruals.  Because of seasonal and other factors, results
for interim periods are not necessarily indicative of the results to
be expected for the full year.

a. The following table shows how earnings per share were computed for the
   three months ended March 31, 2003 and 2002 (dollars in millions, shares
   in thousands):
                                                  Three Months Ended March 31,
                                                  ----------------------------
                                                      2003            2002
                                                   -----------     ----------
    Basic Earnings Per Share

    Net income                                     $    38.5       $    32.7
                                                   =========       =========
    Weighted average shares                          327,208         321,469
                                                   =========       =========
    Basic earnings per share                       $     .12       $     .10
                                                   =========       =========
    Diluted Earnings Per Share
    
    Net income                                     $    38.5       $    32.7
                                                   =========       =========
    Weighted average shares                          327,208         321,469
    Plus incremental shares from assumed 
      conversions of employee stock plans              1,616           1,838
                                                   ---------       ---------
    Adjusted weighted average shares                 328,824         323,307
                                                   =========       =========
    Diluted earnings per share                     $     .12       $     .10
                                                   =========       =========

    During the three months ended March 31, 2003, 35.2 million shares related to
    employee stock plans were not included in the computation of diluted  
    earnings per share because to do so would have been antidilutive.

b.  The company has two business segments:  Services and Technology.  Revenue
    classifications by segment are as follows:  Services - systems integration,
    outsourcing, infrastructure services, and core maintenance; Technology - 
    enterprise-class servers and specialized technologies.  The accounting 
    policies of each business segment are the same as those followed by the 
    company as a whole.  Intersegment sales and transfers are priced as if the 
    sales or transfers were to third parties.  Accordingly, the Technology 
    segment recognizes intersegment revenue and manufacturing profit on hardware
    and software shipments to customers under Services contracts.  The Services 
    segment, in turn, recognizes customer revenue and marketing profits on such 
    shipments of company hardware and software to customers.  The Services 
    segment also includes the sale of hardware and software products sourced 
    from third parties that are sold to customers through the company's Services
    channels.  In the company's consolidated statements of income, the 
    manufacturing costs of products sourced from the Technology segment and sold
    to Services customers are reported in cost of revenue for Services.  Also 
    included in the Technology segment's sales and operating profit are sales of
    hardware and software sold to the Services segment for internal use in 
    Services engagements.  The amount of such profit included in operating
    income of the Technology segment for the three months ended March 31, 2003 
    and 2002 was $3.1 million and $5.6 million, respectively.  The profit on 
    these transactions is eliminated in Corporate.  The company evaluates 
    business segment performance on operating income exclusive of restructuring 
    charges and unusual and nonrecurring items, which are included in Corporate.
    All other corporate and centrally incurred costs are allocated to the 
    business segments based principally on revenue, employees, square footage or
    usage.





<PAGE> 6

   A summary of the company's operations by business segment for the three-month
   periods ended March 31, 2003 and 2002 is presented below
   (in millions of dollars):

                             Total    Corporate    Services    Technology
   Three Months Ended        
     March 31, 2003
   ------------------
   Customer revenue         $1,398.9               $1,107.0      $291.9 
   Intersegment                        $( 70.0)         5.6        64.4
                            --------   --------    --------      ------
   Total revenue            $1,398.9   $( 70.0)    $1,112.6      $356.3
                            ========   ========    ========      ======
   Operating income         $   76.6   $   2.6     $   34.4      $ 39.6    
                            ========   =======     ========      ======

   Three Months Ended      
     March 31, 2002
   ------------------
   Customer revenue         $1,362.5               $1,049.2      $313.3
   Intersegment                        $( 80.7)        11.5        69.2
                            --------   -------     --------      ------
   Total revenue            $1,362.5   $( 80.7)    $1,060.7      $382.5 
                            ========   =======     ========      ======
   Operating income(loss)   $   78.8   $(  3.1)    $   52.4      $ 29.5
                            ========   =======     ========      ======
     
   Presented below is a reconciliation of total business segment operating
   income to consolidated income before taxes (in millions of dollars):

                                            Three Months Ended March 31
                                            ---------------------------
                                                 2003          2002
                                                 ----          ----
   Total segment operating income               $ 74.0        $ 81.9       
   Interest expense                              (15.7)        (17.5)
   Other income (expense), net                   ( 3.4)        (12.4)       
   Corporate and eliminations                      2.6         ( 3.1)       
                                                ------        ------
   Total income before income taxes             $ 57.5        $ 48.9
                                                ======        ======

Customer revenue by classes of similar products or services, by segment, is 
presented below (in millions of dollars):

                                            Three Months Ended March 31
                                            ---------------------------
                                                 2003          2002
                                                 ----          ----
   Services 
     Systems integration                        $  356.4      $  363.9
     Outsourcing                                   409.3         342.3
     Infrastructure services                       200.8         204.5      
     Core maintenance                              140.5         138.5      
                                                --------      --------
                                                 1,107.0       1,049.2
   Technology
     Enterprise-class servers                      217.8         228.7
     Specialized technologies                       74.1          84.6
                                                --------      --------
                                                   291.9         313.3
                                                --------      --------
   Total                                        $1,398.9      $1,362.5
                                                ========      ========





<PAGE> 7

c. Comprehensive income for the three months ended March 31, 2003 and
   2002 includes the following components (in millions of dollars):

                                                         2003       2002      
                                                         ----       ----  
    Net income                                          $ 38.5     $ 32.7     

    Other comprehensive income (loss)
      Cash flow hedges
          Income (loss), net of tax of $- and $1.1        ( .1)       2.0
          Reclassification adjustments, net of tax
          of $1.0 and $(1.8)                               2.1       (3.5)
      Foreign currency translation adjustments,
       net of tax of $- and $-                            (7.7)       8.1
                                                        ------     ------
    Total other comprehensive income                      (5.7)       6.6
                                                        ------     ------
    Comprehensive income                                $ 32.8     $ 39.3
                                                        ======     ======

    Accumulated other comprehensive income (loss) as of December 31, 2002 and
    March 31, 2003 is as follows (in millions of dollars):
                                                          Cash    Minimum
                                            Translation   Flow    Pension
                                     Total  Adjustments  Hedges  Liability
                                     -----  -----------  ------  ---------
    Balance at December 31, 2001   $ (706.8)  $(711.2)   $  4.4  $      -
    Change during period           (1,530.1)   ( 33.8)    ( 5.9)  (1,490.4)
                                   --------   -------    ------  ---------
    Balance at December 31, 2002   (2,236.9)   (745.0)    ( 1.5)  (1,490.4)  
    Change during period           (    5.7)   (  7.7)      2.0         - 
                                   --------   -------    ------  ---------
    Balance at March 31, 2003     $(2,242.6)  $(752.7)   $   .5  $(1,490.4)
                                   ========   =======    ======  =========

d.  The amount credited to stockholders' equity for the income tax benefit
    related to the company's stock plans for the three months ended March 31,
    2003 and 2002 was $1.3 million and $2.0 million, respectively. The company
    expects to realize these tax benefits on future Federal income tax returns.

e.  For equipment manufactured by the company, the company warrants that it will
    substantially conform to relevant published specifications for twelve months
    after shipment to the customer.  The company will repair or replace, at its
    option and expense, items of equipment that do not meet this warranty.  For
    company software, the company warrants that it will conform substantially to
    then-current published functional specifications for ninety days from
    customer's receipt.  The company will provide a workaround or correction for
    material errors in its software that prevents its use in a production
    environment.

    The company estimates the costs that may be incurred under its warranties
    and records a liability in the amount of such costs at the time revenue is
    recognized.  Factors that affect the company's warranty liability include
    the number of units sold, historical and anticipated rates of warranty
    claims and cost per claim.  The company quarterly assesses the adequacy of
    its recorded warranty liabilities and adjusts the amounts as necessary.
    Presented below is a reconciliation of the aggregate product warranty
    liability (in millions of dollars):
                                                 Three Months Ended March 31,
                                                 ----------------------------
                                                       2003        2002
                                                       ----        ----
    Balance at December 31                            $19.2       $16.1
    
    Accruals for warranties issued
      during the period                                 4.9         2.9

    Settlements made during the period                 (4.7)       (3.5)

    Changes in liability for pre-existing warranties
      during the period, including expirations         ( .1)         .8
                                                      -----       -----
    Balance at March 31                               $19.3       $16.3
                                                      =====       =====



<PAGE> 8

f.  The company applies the recognition and measurement principles of APB
    Opinion No. 25, "Accounting for Stock Issued to Employees," and related
    interpretations in accounting for its stock-based employee compensation
    plans.  For stock options, no compensation expense is reflected in net
    income as all stock options granted had an exercise price equal to or
    greater than the market value of the underlying common stock on the date
    of grant.  In addition, no compensation expense is recognized for common
    stock purchases under the Employees Stock Purchase Plan.  Pro forma
    information regarding net income and earnings per share is required by
    Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting
    for Stock-Based Compensation," and has been determined as if the company
    had accounted for its stock plans under the fair value method of SFAS No.
    123. For purposes of the pro forma disclosures, the estimated fair value 
    of the options is amortized to expense over the options' vesting period.
    The following table illustrates the effect on net income and earnings per
    share if the company had applied the fair value recognition provisions of
    SFAS No. 123 (in millions of dollars):

                                          Three Months Ended March 31,
                                          ----------------------------
                                                   2003         2002
                                                  ------       ------
    Net income as reported                        $ 38.5       $ 32.7
    Deduct total stock-based employee
      compensation expense determined
      under fair value method for all
      awards, net of tax                           (14.5)       (12.7)
                                                  ------       ------
    Pro forma net income                          $ 24.0       $ 20.0
                                                  ======       ======
    Earnings per share
      Basic - as reported                         $  .12       $  .10
      Basic - pro forma                           $  .07       $  .06
      Diluted - as reported                       $  .12       $  .10
      Diluted - pro forma                         $  .07       $  .06

g.  Following is a breakdown of the individual components of the 2001 fourth-
    quarter charge (in millions of dollars):

                                           Work-Force
                                           Reductions(1)
                                           ----------      Idle              
                                                           Lease 
                      Headcount   Total   U.S.   Int'l     Costs    
     ---------------------------------------------------------------
     Balance at
      Dec. 31, 2002      631      $ 67.6  $  7.4  $ 43.7   $ 16.5

     Additional
      Provisions           4         2.1      -       .8      1.3
     Utilized           (435)      (28.4)  ( 3.6)  (22.4)   ( 2.4)
     Reversal of
      excess reserves   ( 82)      ( 2.4)  ( 1.7)  (  .7)      -
     Other(2)                        1.3      .1     2.6    ( 1.4)
                      ------      ------  ------  ------   ------     
     Balance at
      March 31, 2003     118      $ 40.2  $  2.2  $ 24.0   $ 14.0    
                      ======      ======  ======  ======   ======     
     Expected future
       utilization:                
     2003 remaining   
       nine months       118      $ 31.1  $  2.2  $ 22.3   $  6.6
     2004 and thereafter             9.1      -      1.7      7.4        
                                  
     (1) Includes severance, notice pay, medical and other benefits.
     (2) Changes in estimates and translation adjustments.

Cash expenditures related to the 2001 and prior-year restructuring charges 
were approximately $31 million in the three months ended March 31, 2003 
compared to $35 million for the prior-year period, and are expected to be 
approximately $35 million (which includes approximately $4 million related to 
restructuring charges taken prior to 2001) for the remainder of 2003 and $14 
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.



<PAGE> 9

h.  Effective January 1, 2003, the company adopted 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.  Previously recorded losses on the early extinguishment 
    of debt that were classified as an extraordinary item in prior periods have
    been reclassified to other income (expense), net.  The adoption of SFAS No. 
    145 had no effect on the company's consolidated financial position, 
    consolidated results of operations, or liquidity.

    Effective January 1, 2003, the company adopted SFAS No. 146, "Accounting for
    Costs Associated with Exit or Disposal Activities."  SFAS No. 146 requires
    companies to recognize costs associated with exit or disposal activities
    when they are incurred rather than at the date of commitment to an exit or
    disposal plan.  SFAS No. 146 replaces previous accounting guidance provided
    by Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
    Recognition for Certain Employee Termination Benefits and Other Costs to
    Exit an Activity (including Certain Costs Incurred in a Restructuring)" 
    and is effective for the company for exit or disposal activities initiated
    after December 31, 2002.  Adoption of this statement had no impact on the
    company's consolidated financial position, consolidated results of
    operations, or liquidity.

    Effective January 1, 2003, the company adopted FASB Interpretation No. 45, 
    "Guarantor's Accounting and Disclosure Requirements for Guarantees, 
    Including Indirect Guarantees of Indebtedness of Others, an Interpretation 
    of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation 
    No. 34" ("FIN No. 45").  The interpretation requires that upon issuance of a
    guarantee, the entity must recognize a liability for the fair value of the 
    obligation it assumes under that guarantee.  In addition, FIN No. 45 
    requires disclosures about the guarantees that an entity has issued, 
    including a roll forward of the entity's product warranty liabilities.  This
    interpretation is intended to improve the comparability of financial 
    reporting by requiring identical accounting for guarantees issued with 
    separately identified consideration and guarantees issued without separately
    identified consideration.  Adoption of this Interpretation had no impact on 
    the company's consolidated financial position, consolidated results of 
    operations, or liquidity.    

    In November 2002, the Financial Accounting Standards Board("FASB") issued 
    EITF Issue No. 00-21, "Accounting for Revenue Arrangements with Multiple 
    Deliverables."  This issue addresses how to account for arrangements that 
    may involve the delivery or performance of multiple products, services, 
    and/or rights to use assets.  The final consensus of this issue is 
    applicable to agreements entered into in fiscal periods beginning after June
    15, 2003.  Additionally, companies will be permitted to apply the consensus 
    guidance in this issue to all existing arrangements as the cumulative effect
    of a change in accounting principle in accordance with APB Opinion No. 20, 
    "Accounting Changes."  The company does not believe that adoption of this 
    issue will have a material impact on its consolidated financial position, 
    consolidated results of operations, or liquidity.

    In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
    Variable Interest Entities" ("FIN No. 46").  This interpretation clarifies
    the application of Accounting Research Bulletin No. 51, "Consolidated
    Financial Statements," to certain entities in which equity investors do 
    not have the characteristics of a controlling financial interest or do not
    have sufficient equity at risk for the entity to finance its activities 
    without additional subordinated financial support from other parties.  FIN 
    No. 46 applies immediately to variable interest entities created after 
    January 31, 2003, and to variable interest entities in which an enterprise 
    obtains an interest after that date.  The company has one such variable 
    interest entity under a facility lease that expires in March 2005.  The 
    owner of the property is a special-purpose entity in which unrelated third 
    parties made and have maintained an equity capital investment.  The company
    has no debt or equity interest in this entity.  At March 31, 2003, the 
    company did not consolidate this entity.  Effective July 1, 2003, in   
    accordance with FIN No. 46, the company will be required to consolidate this
    entity.  Assets and debt are expected to increase by approximately $30 
    million; however, the change in the company's results of operations is 
    expected to be immaterial.  





<PAGE> 10


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


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

For the three months ended March 31, 2003, the company reported net income of 
$38.5 million, or $.12 per share, compared to $32.7 million, or $.10 per 
share, for the three months ended March 31, 2002.

Total revenue for the quarter ended March 31, 2003 was $1.40 billion, up 3% 
from revenue of $1.36 billion for the quarter ended March 31, 2002.  Foreign 
currency translations had a 4% positive impact on revenue in the quarter when 
compared to the year-ago period.  In the current quarter, Services revenue 
increased 6% and Technology revenue declined 7%.

U.S. revenue increased 17% in the first quarter compared to the year-ago period 
driven principally by strength in the U.S. Federal government business, and 
revenue in international markets decreased 7% driven by declines in Latin 
America and Europe.  

Total gross profit margin was 27.7% in the first quarter of 2003 compared to 
28.6% in the year-ago period, principally reflecting a decline in pension 
income.

For the three months ended March 31, 2003, selling, general and administrative 
expenses were $243.7 million (17.4% of revenue) compared to $245.4 million 
(18.0% of revenue) for the three months ended March 31, 2002.

Research and development ("R&D") expense was $66.8 million compared to $65.1 
million a year ago.  The company continues to invest in high-end Cellular 
MultiProcessing server technology and in key programs within its industry 
practices.

For the first quarter of 2003, the company reported an operating income percent 
of 5.5% compared to 5.8% for the first quarter of 2002, principally reflecting 
lower pension income.

Pension income for the three months ended March 31, 2003 was approximately $6 
million compared to approximately $38 million for the three months ended March 
31, 2002.  At the beginning of each year, accounting rules require that the 
company establish an expected long-term rate of return on its pension plan 
assets.  One of the reasons for the decline in pension income was that, 
effective January 1, 2003, the company reduced its expected long-term rate of 
return on plan assets for its U.S. pension plan to 8.75% from 9.50%.  In 
addition, the discount rate used for the U.S. pension plan declined to 6.75% at 
December 31, 2002, from 7.50% at December 31, 2001.  The remaining reasons for 
the decline in pension income were lower expected returns on U.S. plan assets 
due to asset declines, the company's recent change to a cash balance plan in 
the U.S., and for international plans, declines in discount rates, lower 
expected long-term rates of return on plan assets, and currency translation.  
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 income statement line is based on where the salaries of the 
active employees are charged.

Interest expense for the three months ended March 31, 2003 was $15.7 million 
compared to $17.5 million for the three months ended March 31, 2002 principally 
due to lower average interest rates.  

Other income (expense), net was an expense of $3.4 million in the current 
quarter compared to an expense of $12.4 million in the year-ago quarter.  The 
decrease in expense was principally due to foreign exchange losses of $4.4 
million in the current quarter compared to losses of $9.7 million in the prior-
year period (principally relating to Latin America).

Income before income taxes was $57.5 million in the first quarter of 2003 
compared to $48.9 million last year.  The provision for income taxes was $19.0 
million in the current period compared to $16.2 million in the year-ago period.
The effective tax rate in both periods was 33%.



<PAGE>11


Segment results
---------------

The company has two business segments:  Services and Technology.  Revenue 
classifications are as follows:  Services - systems integration, outsourcing, 
infrastructure services, and core maintenance; Technology - enterprise-class 
servers and specialized technologies.  The accounting policies of each business 
segment are the same as those followed by the company as a whole.  Intersegment 
sales and transfers are priced as if the sales or transfers were to third 
parties.  Accordingly, the Technology segment recognizes intersegment revenue 
and manufacturing profit on hardware and software shipments to customers under 
Services contracts.  The Services segment, in turn, recognizes customer revenue 
and marketing profit on such shipments of company hardware and software to 
customers.  The Services segment also includes the sale of hardware and 
software products sourced from third parties that are sold to customers through 
the company's Services channels.  In the company's consolidated statements of 
income, the manufacturing costs of products sourced from the Technology segment 
and sold to Services customers are reported in cost of revenue for Services.  
Also included in the Technology segment's sales and operating profit are sales 
of hardware and software sold to the Services segment for internal use in 
Services engagements.  The amount of such profit included in operating income 
of the Technology segment for the three months ended March 31, 2003 and 2002, 
was $3.1 million and $5.6 million, respectively.  The profit on these 
transactions is eliminated in Corporate.  The company evaluates business 
segment performance on operating income exclusive of restructuring charges and 
unusual and nonrecurring items, which are included in Corporate.  All other 
corporate and centrally incurred costs are allocated to the business segments 
based principally on revenue, employees, square footage or usage.

Information by business segment is presented below (in millions of dollars):
                                                                     
                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
March 31, 2003
------------------
Customer revenue          $1,398.9                  $1,107.0    $291.9
Intersegment                           $( 70.0)          5.6      64.4
                          --------     -------      --------    ------      
Total revenue             $1,398.9     $( 70.0)     $1,112.6    $356.3
                          ========     =======      ========    ====== 

Gross profit percent          27.7%                     18.7%     50.0%
                          ========                  ========    ======
Operating income
     percent                   5.5%                      3.1%     11.1%
                          ========                  ========    ======
 
Three Months Ended
March 31, 2002
------------------
Customer revenue          $1,362.5                  $1,049.2    $313.3
Intersegment                           $( 80.7)         11.5      69.2
                          --------     -------      --------    ------      
Total revenue             $1,362.5     $( 80.7)     $1,060.7    $382.5 
                          ========     =======      ========    ====== 

Gross profit percent          28.6%                     21.7%     42.5%
                          ========                  ========    ======
Operating income
     percent                   5.8%                     4.9%       7.7%
                          ========                  ========    ======

Gross profit percent and operating income percent are as a percent of total 
revenue.







<PAGE> 12


In the Services segment, customer revenue was $1.1 billion for the three months 
ended March 31, 2003, up 6% compared to $1.0 billion for the three months ended 
March 31, 2002.  The increase in Services revenue was due to a 20% increase in 
outsourcing ($409 million in 2003 compared to $342 million in 2002) and a 1% 
increase in core maintenance revenue ($141 million in 2003 compared to $139 
million in 2002), offset in part by a 2% decrease in systems integration ($356 
million in 2003 compared to $364 million in 2002) and a 2% decrease in 
infrastructure services ($201 million in 2003 compared to $205 million in 2002).
Within the Services segment, the change in revenue in the first quarter of 2003 
compared to the first quarter of 2002 reflects current market conditions.  
Market demand in the Services segment varies by revenue classification.  Demand 
for services that drive short-term cost and process efficiencies (outsourcing) 
remains strong, while market demand for project-based work (systems integration 
and infrastructure services) remains weak.  The growth in outsourcing revenue, 
which was driven by growth in business process outsourcing, and the decline in 
both systems integration and infrastructure services were reflective of these 
market conditions.  Services gross profit was 18.7% for the three months ended 
March 31, 2003 compared to 21.7% in the year-ago period, and Services operating 
income percent was 3.1% for the three months ended March 31, 2003 compared to 
4.9% last year.  The reason for these declines was principally lower pension 
income in the current quarter compared to the year-ago period as well as a 
lower content of higher- margin systems integration revenue.  

In the Technology segment, customer revenue was $292 million for the three 
months ended March 31, 2003 compared to $313 million for the three months ended 
March 31, 2002.  Demand in the Technology segment remained weak industry-wide 
as customers continue to defer spending on new computer hardware and software.  
The 7% decline in revenue was due to a 12% decrease in sales of specialized 
technology products ($74 million in 2003 compared to $85 million in 2002) and a 
5% decline in sales of enterprise-class servers ($218 million in 2003 compared 
to $228 million in 2002).  Technology gross profit percent was 50.0% for the 
three months ended March 31, 2003 compared to 42.5% in the year-ago period, and 
Technology operating income percent was 11.1% for the three months ended March 
31, 2003 compared to 7.7% last year.  The margin improvements primarily 
reflected a higher proportion of high-end, higher-margin products within the 
ClearPath product line and continued tight cost controls, offset in part by 
lower pension income.

New Accounting Pronouncements
-----------------------------
Effective January 1, 2003, the company adopted 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.  Previously recorded losses on the early extinguishment of 
debt that were classified as an extraordinary item in prior periods have been 
reclassified to other income (expense), net.  The adoption of SFAS No. 145 had 
no effect on the company's consolidated financial position, consolidated 
results of operations, or liquidity.

Effective January 1, 2003, the company adopted SFAS No. 146, "Accounting for 
Costs Associated with Exit or Disposal Activities."  SFAS No. 146 requires 
companies to recognize costs associated with exit or disposal activities when 
they are incurred rather than at the date of commitment to an exit or disposal 
plan.  SFAS No. 146 replaces previous accounting guidance provided by Emerging 
Issues Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain 
Employee Termination Benefits and Other Costs to Exit an Activity (including 
Certain Costs Incurred in a Restructuring)" and is effective for the company 
for exit or disposal activities initiated after December 31, 2002.  Adoption of 
this statement had no impact on the company's consolidated financial position, 
consolidated results of operations, or liquidity.

Effective January 1, 2003, the company adopted FASB Interpretation No. 45, 
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including 
Indirect Guarantees of Indebtedness of Others, and Interpretation of FASB 
Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34" 
("FIN No. 45").  The interpretation requires that upon issuance of a guarantee, 
the entity must recognize a liability for the fair value of the obligation it 
assumes under that guarantee.  In addition, FIN No. 45 requires disclosures 
about the guarantees that an entity has issued, including a roll forward of the 
entity's product warranty liabilities.  This interpretation is intended to 



<PAGE> 13

improve the comparability of financial reporting by requiring identical 
accounting for guarantees issued with separately identified consideration and 
guarantees issued without separately identified consideration.  Adoption of 
this Interpretation had no impact on the company's consolidated financial 
position, consolidated results of operations, or liquidity.  

In November 2002, the FASB issued EITF Issue No. 00-21, "Accounting for Revenue 
Arrangements with Multiple Deliverables."  This issue addresses how to account 
for arrangements that may involve the delivery or performance of multiple 
products, services, and/or rights to use assets.  The final consensus of this 
issue is applicable to agreements entered into in fiscal periods beginning 
after June 15, 2003.  Additionally, companies will be permitted to apply the 
consensus guidance in this issue to all existing arrangements as the cumulative 
effect of a change in accounting principle in accordance with APB Opinion No. 
20, "Accounting Changes."  The company does not believe that adoption of this 
issue will have a material impact on its consolidated financial position, 
consolidated results of operations, or liquidity.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of 
Variable Interest Entities" ("FIN No. 46").  This interpretation clarifies the 
application of Accounting Research Bulletin No. 51, "Consolidated Financial 
Statements," to certain entities in which equity investors do not have the 
characteristics of a controlling financial interest or do not have sufficient 
equity at risk for the entity to finance its activities without additional 
subordinated financial support from other parties.  FIN No. 46 applies 
immediately to variable interest entities created after January 31, 2003, and 
to variable interest entities in which an enterprise obtains an interest after 
that date.  The company has one such variable interest entity under a facility 
lease that expires in March 2005.  The owner of the property is a special-
purpose entity in which unrelated third parties made and have maintained an 
equity capital investment.  The company has no debt or equity interest in this 
entity.  At March 31, 2003, the company did not consolidate this entity.  
Effective July 1, 2003, in accordance with FIN No. 46, the company will be 
required to consolidate this entity.  Assets and debt are expected to increase 
by approximately $33 million; however, the change in the company's results of 
operations is expected to be immaterial.  

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

Cash and cash equivalents at March 31, 2003 were $433.1 million compared to 
$301.8 million at December 31, 2002.  

During the three months ended March 31, 2003, cash used for operations was $64.9
million compared to cash provided by operations of $9.6 million for the three 
months ended March 31, 2002.  The change in operating cash flow principally 
reflected lower levels of customer prepayments in the current period compared 
to the prior-year period and the payment in the first quarter of 2003 of 2002 
incentive compensation compared to no payments of incentive compensation in the 
prior-year period.  Cash expenditures in the current quarter related to prior-
year restructuring charges (which are included in operating activities) were 
approximately $31 million compared to $35 million for the prior-year quarter, 
and are expected to be approximately $35 million for the remainder of 2003 and 
$14 million in total for all subsequent years, principally for work-force 
reductions and idle lease costs.  Personnel reductions in the current quarter 
related to these restructuring actions were approximately 400 and are expected 
to be approximately 100 for the remainder of the year.

Cash used for investing activities for the three months ended March 31, 2003 
was $103.8 million compared to $73.1 million during the three months ended 
March 31, 2002.  During 2003, both proceeds from investments and purchases of 
investments, which represent derivative financial instruments used to manage 
the company's exposure to market risks from changes in foreign currency 
exchange rates, increased from the prior year as a result of an increase in the 
company's exposures, principally related to intercompany accounts.  The 
increase in cash used was principally due to net purchases of investments of 
$13.6 million in the current quarter compared to net proceeds of $2.6 million 
in the prior-year period.  





<PAGE> 14

In addition, the current period investment in marketable software was $40.0 
million compared to $36.3 million in the prior-year, and capital additions to 
properties was $49.4 million for the three months ended March 31, 2003 
compared to $39.4 million in the prior-year period.

Cash provided by financing activities during the current quarter was $298.5 
million compared to $22.8 million in the prior year.  The current period 
includes net proceeds from issuance of long-term debt of $293.3 million, as 
described below.

In March 2003, the company issued $300 million of 6 7/8% senior notes due 2010.
At March 31, 2003, total debt was $1.13 billion, an increase of $297.7 million 
from December 31, 2002.  

The company has a $450 million credit agreement that expires in March 2004.  
As of March 31, 2003, 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.

In addition, 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.  The facility expires in December 2003.

At March 31, 2003, the company has met all 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 a 
registration statement covering $1.2 billion of debt or equity securities, 
which enables the company to be prepared for future market opportunities.

At March 31, 2003, the company had deferred tax assets in excess of deferred 
tax liabilities of $2,187 million.  For the reasons cited below, management 
determined that it is more likely than not that $1,727 million of such assets 
will be realized, therefore resulting in a valuation allowance of $460 million.
                                         
The company evaluates quarterly the realizability of its deferred tax assets 
and adjusts the amount of the related valuation allowance, if necessary.  The 
factors used to assess the likelihood of realization are the company's forecast 
of future taxable income, and available tax planning strategies that could be 
implemented to realize deferred tax assets. Approximately $5.2 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. 





<PAGE> 15


Stockholders' equity increased $45.6 million during the three months ended 
March 31, 2003, principally reflecting net income of $38.5 million, $11.4 
million for issuance of stock under stock option and other plans, $1.3 million 
of tax benefits related to employee stock plans offset in part by currency 
translation of $7.7 million.

In March 2003, the company signed a lease commitment in Reston, VA.  The 
facility is to be used to consolidate the company's expanding U.S. Federal 
government business.  The initial lease period runs from April 2003 to 
July 2018 and the lease provides for two five-year extensions.  The rent over 
the initial lease term is approximately $110 million.

At December 31st of each year, 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 present value of the pension 
obligation (the accumulated benefit obligation, or "ABO").  This liability is 
called a "minimum pension liability."  Concurrently, any existing prepaid 
pension asset for the pension plan must be removed.  These adjustments are 
recorded as a charge in "accumulated other comprehensive income (loss)" in 
stockholders' equity.  If at any future year-end, the fair value of the 
pension plan assets exceeds the ABO, the charge to stockholders' equity would 
be reversed for such plan.  Alternatively, if the fair market value of pension 
plan assets experiences further declines or the company reduces the discount 
rate, additional charges to accumulated other comprehensive income (loss) 
may be required at a future year-end.

At December 31, 2002, for all of the company's defined benefit pension plans, 
as well as the defined benefit pension plan of Nihon Unisys, Ltd. (an equity 
investment), the ABO exceeded the fair value of pension plan assets.  As a 
result, as previously disclosed, the company was required to do the following:
remove from its assets $1.4 billion of prepaid pension plan assets; increase 
its accrued pension liabilities by approximately $700 million; reduce its 
investments at equity by approximately $80 million relating to the company's 
share of NUL's minimum pension liability; and offset these changes by a charge
to other comprehensive loss in stockholders' equity of $2.2 billion, or $1.5 
billion net of tax.  

This accounting had no effect on the company's net income, liquidity or cash 
flows.  Financial ratios and net worth covenants in the company's credit 
agreements and debt securities are unaffected by the charge to stockholders' 
equity caused by recording a minimum pension liability.

In accordance with regulations governing contributions to U.S. defined benefit 
pension plans, the company is not required to fund its U.S. defined benefit 
plan in 2003.  The company expects to make cash contributions of approximately 
$60 million to its other defined benefit pension plans during 2003.  

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.
Forward-looking statements provide current expectations of future events and 
include any statement that does not directly relate to any historical or 
current fact.  Words such as "anticipates," "believes," "expects," "intends," 
"plans," "projects" and similar expressions may identify such forward-looking 
statements.  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.  Any forward-
looking statement speaks only as of the date on which that statement is made.  
The company assumes no obligation to update any forward-looking statement to 
reflect events or circumstances that occur after the date on which the 
statement is made.

The company's business is affected by changes in general economic and business 
conditions.  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 declines in the future, the company's business 
could be adversely affected.  The company's business could also be affected by 
acts of war, terrorism or natural disasters.  Current world tensions could 




<PAGE> 16

escalate and this could have unpredictable consequences on the world economy 
and on our business.  

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 
infrastructure 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, 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 continue to 
accelerate growth in outsourcing and infrastructure services.  The company's 
outsourcing contracts are multiyear 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 upfront 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 depend on the company's ability to 
effectively complete these rationalizations and solution implementations.

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 current 
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 unable 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> 17

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.  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.  In addition, future results will depend, in part, on the company's 
ability to generate new customers and increase sales of the 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 infrastructure 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 52% 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> 18


I
tem 4.   Controls and Procedures

     Within 90 days prior to the date of filing of this report, the company 
carried out an evaluation, under the supervision and with the participation of 
the company's management, including the Chief Executive Officer and the Chief 
Financial Officer, of the design and operation of the company's disclosure 
controls and procedures.  Based on this evaluation, the company's Chief 
Executive Officer and Chief Financial Officer concluded that the company's 
disclosure controls and procedures are effective for gathering, analyzing and 
disclosing the information the company is required to disclose in the reports 
it files under the Securities Exchange Act of 1934, within the time periods 
specified in the SEC's rules and forms.  There have been no significant 
changes in the company's internal controls or in other factors that could 
significantly affect internal controls subsequent to the date of this 
evaluation.




Part II - OTHER INFORMATION
-------   -----------------


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

(a)       Exhibits

          See Exhibit Index

(b)       Reports on Form 8-K

          During the quarter ended March 31, 2003, the company filed 
one Current Report on Form 8-K, dated March 12, 2003, to report under items 5 
and 7 of such form.






<PAGE> 19


                               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: May 2, 2003                           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
                                                 ----------------------
                                                 Carol S. Sabochick
                                                 Vice President and 
                                                 Corporate Controller
                                                 (Chief Accounting Officer)



<PAGE>



                                  CERTIFICATION

I, Lawrence A. Weinbach, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Unisys Corporation;

2.  Based on my knowledge, this quarterly report does not contain any untrue 
statement of a material fact or omit to state a material fact necessary to 
make the statements made, in light of the circumstances under which such 
statements were made, not misleading with respect to the period covered by 
this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial 
information included in this quarterly report, fairly present in all material 
respects the financial condition, results of operations and cash flows of the 
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for 
establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.  designed such disclosure controls and procedures to ensure that 
material information relating to the registrant, including its consolidated 
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

     b.  evaluated the effectiveness of the registrant's disclosure controls 
and procedures as of a date within 90 days prior to the filing date of this 
quarterly report (the "Evaluation Date"); and

     c.  presented in this quarterly report our conclusions about the 
effectiveness of the disclosure controls and procedures based on our 
evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on 
our most recent evaluation, to the registrant's auditors and the audit 
committee of registrant's board of directors (or persons performing the 
equivalent function):

     a.  all significant deficiencies in the design or operation of internal 
controls which could adversely affect the registrant's ability to record, 
process, summarize and report financial data and have identified for the 
registrant's auditors any material weakness in internal controls; and

     b.  any fraud, whether or not material, that involves management or other 
employees who have a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this 
quarterly report whether or not there were significant changes in internal 
controls or in other factors that could significantly affect internal controls 
subsequent to the date of our most recent evaluation, including any corrective 
actions with regard to significant deficiencies and material weaknesses.


Date: May 2, 2003                         /s/ Lawrence A. Weinbach 
                                          ------------------------
                                     Name:  Lawrence A. Weinbach
                                     Title: Chairman, President and
                                            Chief Executive Officer





<PAGE>

                                 CERTIFICATION


I, Janet Brutschea Haugen, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Unisys Corporation;

2.  Based on my knowledge, this quarterly report does not contain any untrue 
statement of a material fact or omit to state a material fact necessary to 
make the statements made, in light of the circumstances under which such 
statements were made, not misleading with respect to the period covered by 
this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial 
information included in this quarterly report, fairly present in all material 
respects the financial condition, results of operations and cash flows of the 
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for 
establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.  designed such disclosure controls and procedures to ensure that 
material information relating to the registrant, including its consolidated 
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

     b.  evaluated the effectiveness of the registrant's disclosure controls 
and procedures as of a date within 90 days prior to the filing date of this 
quarterly report (the "Evaluation Date"); and

     c.  presented in this quarterly report our conclusions about the 
effectiveness of the disclosure controls and procedures based on our 
evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on 
our most recent evaluation, to the registrant's auditors and the audit 
committee of registrant's board of directors (or persons performing the 
equivalent function):

     a.  all significant deficiencies in the design or operation of internal 
controls which could adversely affect the registrant's ability to record, 
process, summarize and report financial data and have identified for the 
registrant's auditors any material weakness in internal controls; and

     b.  any fraud, whether or not material, that involves management or other 
employees who have a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this 
quarterly report whether or not there were significant changes in internal 
controls or in other factors that could significantly affect internal controls 
subsequent to the date of our most recent evaluation, including any corrective 
actions with regard to significant deficiencies and material weaknesses.


Date: May 2, 2003                          /s/ Janet Brutschea Haugen
                                           -------------------------- 
                                        Name:  Janet Brutschea Haugen
                                       Title:  Senior Vice President and 
                                               Chief Financial Officer





<PAGE> 

                             EXHIBIT INDEX

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

99.1     Certification of Lawrence A. Weinbach pursuant to Section 906 
         of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

99.2     Certification of Janet B. Haugen pursuant to Section 906 of 
         the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350









                                                                     Exhibit 12

<TABLE>

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

<CAPTION>                                

                                  Three             
                                  Months     
                                  Ended          Years Ended December 31
                                  Mar. 31, -----------------------------------
                                  2003      2002   2001   2000   1999   1998    
                                  --------  ----   ----   ----   ----   ----   
<S>                               <C>      <C>    <C>    <C>    <C>     <C>
Fixed charges
Interest expense                  $  15.7  $ 66.5 $ 70.0 $ 79.8 $127.8  $171.7  
Interest capitalized during 
  the period                          3.6    13.9   11.8   11.4    3.6      -  
Amortization of debt issuance
  expenses                             .7     2.6    2.7    3.2    4.1     4.6   
Portion of rental expense
  representative of interest         13.3    53.0   53.9   42.2   46.3    49.1
                                   ------  ------ ------ ------ ------  ------  
    Total Fixed Charges              33.3   136.0  138.4  136.6  181.8   225.4  
                                   ------  ------ ------ ------ ------  ------
Earnings                             
Income (loss) from continuing
 operations before income taxes      57.5   332.8  (73.0) 348.5  751.7   594.2
Add (deduct) the following:
 Share of loss (income) of
  associated companies                 .1    14.2   (8.6) (20.5)   8.9     (.3)
 Amortization of capitalized
  interest                            2.4     8.8    5.4    2.2     -       - 
                                   ------  ------ ------ ------ ------  ------
    Subtotal                         60.0   355.8  (76.2) 330.2  760.6   593.9
                                   ------  ------ ------ ------ ------  ------

Fixed charges per above              33.3   136.0  138.4  136.6  181.8   225.4
Less interest capitalized during
  the period                         (3.6)  (13.9) (11.8) (11.4)  (3.6)     -
                                   ------  ------ ------ ------ ------  ------
Total earnings                     $ 89.7  $477.9 $ 50.4 $455.4 $938.8  $819.3
                                   ======  ====== ====== ====== ======  ======

Ratio of earnings to fixed 
  charges                            2.69    3.51     *    3.33   5.16    3.63   
                                   ======  ====== ====== ====== ======  ======
</TABLE>

* Earnings for the year ended December 31, 2001 were inadequate to cover fixed
  charges by approximately $88.0 million.








Exhibit 99.1



                  CERTIFICATION OF PERIODIC REPORT

I, Lawrence A. Weinbach, Chairman, President and Chief Executive 
Officer of Unisys Corporation (the "Company"), certify, pursuant to 
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, 
that:

(1)   the Quarterly Report on Form 10-Q of the Company for the quarterly 
period ended March 31, 2003 (the "Report") fully complies with the 
requirements of Section 13(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78m); and 

(2)   the information contained in the Report fairly presents, in all 
material respects, the financial condition and results of operations of the 
Company.


Dated: May 2, 2003

                     
               
/s/ Lawrence A. Weinbach
------------------------
Lawrence A. Weinbach
Chairman, President and 
Chief Executive Officer




A signed original of this written statement required by Section 906 has been 
provided to the Company and will be retained by the Company and furnished to 
the Securities and Exchange Commission or its staff upon request.











Exhibit 99.2


                     CERTIFICATION OF PERIODIC REPORT

I, Janet Brutschea Haugen, Senior Vice President and Chief Financial 
Officer of Unisys Corporation (the "Company"), certify, pursuant to 
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, 
that:

(1)   the Quarterly Report on Form 10-Q of the Company for the quarterly 
period ended March 31, 2003 (the "Report") fully complies with the 
requirements of Section 13(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78m); and 

(2)   the information contained in the Report fairly presents, in all 
material respects, the financial condition and results of operations of 
the Company.


Dated: May 2, 2003

                     
               
/s/ Janet Brutschea Haugen
--------------------------
Janet Brutschea Haugen
Senior Vice President and 
Chief Financial Officer



A signed original of this written statement required by Section 906 has been 
provided to the Company and will be retained by the Company and furnished to 
the Securities and Exchange Commission or its staff upon request.