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, 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 June 30, 2003:
329,171,349.




<PAGE> 2

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>

                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                 (Millions)
<CAPTION>
                                          
                                           June 30,    
                                            2003       December 31,
                                         (Unaudited)       2002
                                         -----------   ------------
<S>                                       <C>            <C>
Assets
------
Current assets
Cash and cash equivalents                 $  381.8       $  301.8
Accounts and notes receivable, net           957.9          955.6
Inventories
   Parts and finished equipment              144.7          165.3
   Work in process and materials             128.6          127.5
Deferred income taxes                        312.8          311.3
Other current assets                          94.6           84.5
                                          --------       --------
Total                                      2,020.4        1,946.0
                                          --------       --------

Properties                                 1,663.9        1,542.7
Less-Accumulated depreciation
  and amortization                         1,004.8          932.9
                                          --------       --------
Properties, net                              659.1          609.8
                                          --------       --------
Investments at equity                        125.6          111.8
Marketable software, net                     328.8          311.8
Deferred income taxes                      1,476.0        1,476.0
Goodwill                                     165.1          160.6
Other long-term assets                       379.8          365.4
                                          --------       --------
Total                                     $5,154.8       $4,981.4
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $   17.7       $   77.3

Current maturities of long-term debt           2.2            4.4
Accounts payable                             472.9          532.5
Other accrued liabilities                  1,195.1        1,341.4
Income taxes payable                         246.4          228.9
                                          --------       --------
Total                                      1,934.3        2,184.5
                                          --------       --------
Long-term debt                             1,046.7          748.0
Accrued pension liabilities                  682.3          727.7
Other long-term liabilities                  489.4          465.2

Stockholders' equity
Common stock, shares issued: 2003, 331.1;
   2002, 328.1                                 3.3            3.3
Accumulated deficit                       (  582.6)      (  673.5)
Other capital                              3,788.4        3,763.1
Accumulated other comprehensive loss      (2,207.0)      (2,236.9)
                                          --------       --------
Stockholders' equity                       1,002.1          856.0
                                          --------       --------
Total                                     $5,154.8       $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             Six Months
                                       Ended June 30           Ended June 30
                                     -----------------      ------------------
                                       2003      2002         2003      2002
                                     --------  --------     --------  --------
<S>                                  <C>       <C>          <C>       <C>
Revenue   
  Services                           $1,163.4  $1,039.3     $2,270.4  $2,088.5
  Technology                            261.6     320.5        553.5     633.8   
                                     --------  --------     --------  --------
                                      1,425.0   1,359.8      2,823.9   2,722.3
Costs and expenses
  Cost of revenue:
    Services                            906.8     793.1      1,789.3   1,595.5
    Technology                          126.1     162.2        255.4     333.0
                                     --------  --------     --------  --------
                                      1,032.9     955.3      2,044.7   1,928.5
  Selling, general and
    administrative expenses             242.4     245.5        486.1     490.9
  Research and development expenses      63.7      62.0        130.5     127.1
                                     --------  --------     --------  --------
                                      1,339.0   1,262.8      2,661.3   2,546.5
                                     --------  --------     --------  --------
Operating income                         86.0      97.0        162.6     175.8

Interest expense                         18.4      18.1         34.1      35.6
Other income (expense), net              10.6     (16.0)         7.2     (28.4)
                                     --------  --------     --------  --------
Income before income taxes               78.2      62.9        135.7     111.8
Provision for income taxes               25.7      20.7         44.7      36.9
                                     --------  --------     --------  --------
Net income                           $   52.5  $   42.2     $   91.0  $   74.9
                                     ========  ========     ========  ========

Earnings per share
  Basic                              $    .16  $    .13     $    .28  $    .23
                                     ========  ========     ========  ========
  Diluted                            $    .16  $    .13     $    .28  $    .23
                                     ========  ========     ========  ========

</TABLE>


See notes to consolidated financial statements.

                                                







<PAGE> 4

<TABLE>
                           UNISYS CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                (Millions)
<CAPTION>
                                                    Six Months Ended
                                                         June 30
                                                    -----------------
                                                      2003       2002
                                                    --------   -------
<S>                                                <C>         <C>
Cash flows from operating activities
Net income                                         $   91.0    $  74.9    
Add(deduct) items to reconcile net income
   to net cash provided by operating activities:           
Depreciation and amortization of properties            88.9       74.6      
Amortization:   
   Marketable software                                 59.9       61.0        
   Deferred outsourcing contract costs                 16.5        9.0        
(Increase) in deferred income taxes, net             (  1.5)    (  2.2) 
(Increase) decrease in receivables, net              (  6.6)     132.6       
Decrease in inventories                                19.5       72.7     
(Decrease) in accounts payable and
   other accrued liabilities                         (169.8)    (302.5)    
Increase (decrease) in income taxes payable            17.5     (  2.3)        
(Decrease) in other liabilities                      ( 22.5)    ( 22.0)        
(Increase) in other assets                           ( 39.1)    (131.5)        
Other                                                (  5.6)      48.3         
                                                    -------     ------
Net cash provided by operating activities              48.2       12.6        
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                        2,387.5    1,476.7       
   Purchases of investments                        (2,421.7)  (1,490.6)       
   Investment in marketable software                 ( 76.9)    ( 71.2)       
   Capital additions of properties                   (112.0)    (106.1)       
   Purchases of businesses                           (  2.0)    (  3.9)       
                                                    -------     ------
Net cash used for investing activities               (225.1)    (195.1)      
                                                    -------     ------
Cash flows from financing activities
   Proceeds from issuance of long-term debt           293.3         -   
   Net (reduction in) proceeds from short-term
     borrowings                                      ( 59.6)      39.0        
   Proceeds from employee stock plans                  13.9       16.1        
   Payments of long-term debt                        (  3.0)    (  1.2)     
                                                    -------     ------

Net cash provided by financing activities             244.6       53.9       
                                                    -------     ------
Effect of exchange rate changes on 
   cash and cash equivalents                           12.3        3.8         
                                                    -------     ------

Increase (decrease) in cash and cash equivalents       80.0     (124.8)       
Cash and cash equivalents, beginning of period        301.8      325.9        
                                                    -------    -------
Cash and cash equivalents, end of period            $ 381.8    $ 201.1  
                                                    =======    =======
</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, 2003 and 2002 (dollars in millions,
   shares in thousands):
                                  Three Months Ended       Six Months Ended   
                                       June 30                 June 30
                                  ------------------      ------------------ 
                                    2003       2002         2003       2002
                                  -------    -------      -------    -------
    Basic Earnings Per Share
    
    Net income                    $  52.5    $  42.2      $  91.0    $  74.9
                                  =======    =======      =======    =======
    Weighted average shares       328,783    322,832      327,996    322,150
                                  =======    =======      =======    =======
    Basic earnings per share      $   .16    $   .13      $   .28    $   .23
                                  =======    =======      =======    =======
    Diluted Earnings Per Share
    
    Net income                    $  52.5    $  42.2      $  91.0    $  74.9
                                  =======    =======      =======    =======
    Weighted average shares       328,783    322,832      327,996    322,150
    Plus incremental shares 
      from assumed exercises
      under employee stock plans    2,366      1,430        1,991      1,635
                                  -------    -------      -------    -------
    Adjusted weighted average
      shares                      331,149    324,262      329,987    323,785
                                  =======    =======      =======    =======
    Diluted earnings per share    $   .16    $   .13      $   .28    $   .23
                                  =======    =======      =======    =======

    At June 30, 2003, 33.7 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.  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 and six months ended June 30,
    2003 and 2002 was $11.5 million and $5.0 million and $14.6 million and $10.6
    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 and
   six month periods ended June 30, 2003 and 2002 is presented below (in
   millions of dollars):

                             Total    Corporate    Services    Technology
   Three Months Ended        -----    ---------    --------    ----------
     June 30, 2003
   ------------------
   Customer revenue         $1,425.0               $1,163.4     $  261.6   
   Intersegment                        $( 89.2)         6.3         82.9
                            --------   -------     --------     --------
   Total revenue            $1,425.0   $( 89.2)    $1,169.7     $  344.5
                            ========   =======     ========     ========
   Operating income (loss)  $   86.0   $(  4.9)    $   64.1     $   26.8
                            ========   =======     ========     ========
   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
                            ========   =======     ========     ========
   Six Months Ended
     June 30, 2003
   ----------------
   Customer revenue         $2,823.9               $2,270.4     $  553.5
   Intersegment                        $(159.2)        11.9        147.3
                            --------   -------     --------     --------
   Total revenue            $2,823.9   $(159.2)    $2,282.3     $  700.8
                            ========   =======     ========     ========
   Operating income (loss)  $  162.6   $(  2.3)    $   98.5     $   66.4
                            ========   =======     ========     ========
   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
                            ========   =======     ========     ========

   
   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,
                                       ------------------   ----------------
                                         2003      2002       2003      2002
                                         ----      ----       ----      ----
   Total segment operating income       $ 90.9    $108.9     $164.9    $190.8 
   Interest expense                      (18.4)    (18.1)     (34.1)    (35.6)
   Other income (expense), net            10.6     (16.0)       7.2     (28.4)
   Corporate and eliminations            ( 4.9)    (11.9)     ( 2.3)    (15.0)
                                        ------    ------     ------    ------
   Total income before income taxes     $ 78.2    $ 62.9     $135.7    $111.8 
                                        ======    ======     ======    ======



<PAGE> 7

   Customer revenue by classes of similar products or services, by segment, is
   presented below:     
                                     Three Months Ended      Six Months Ended
                                          June 30,                June 30,
                                     ------------------    ------------------
                                        2003       2002        2003      2002
                                        ----       ----        ----      ----
   Services
     Systems integration              $  386.0  $  340.9    $  742.4   $ 704.8
     Outsourcing                         421.8     346.7       831.1     689.0
     Infrastructure services             211.8     214.6       412.6     419.1
     Core maintenance                    143.8     137.1       284.3     275.6
                                      --------  --------    --------   -------
                                       1,163.4   1,039.3     2,270.4   2,088.5
   Technology
     Enterprise-class servers            193.8     240.3       411.6     469.0
     Specialized technologies             67.8      80.2       141.9     164.8
                                      --------  --------    --------  --------
                                         261.6     320.5       553.5     633.8
                                      --------  --------    --------  --------
   Total                              $1,425.0  $1,359.8    $2,823.9  $2,722.3
                                      ========  ========    ========  ========

c. Comprehensive income for the three and six months ended June 30, 2003 and
   2002 includes the following components (in millions of dollars):

                                      Three Months Ended   Six Months Ended
                                             June 30,           June 30,
                                       ------------------   ----------------
                                         2003      2002       2003      2002
                                         ----      ----       ----      ----
   Net income                           $ 52.5    $ 42.2     $ 91.0    $ 74.9
 
   Other comprehensive income (loss)
    Cash flow hedges
     Income (loss), net of tax of        
      $(2.6), $(3.5), $(2.6), and
      $(2.4)                              (4.7)     (6.4)      (4.8)     (4.4)
     Reclassification adjustments,
      net of tax of $1.0, $1.2,$2.0, 
      and $(.6)                            1.7       2.2        3.8      (1.3)
     Foreign currency translation         
       adjustments                        38.6     (26.4)      30.9     (18.3)
                                        ------    ------     ------    ------
     Total other comprehensive
       income (loss)                      35.6     (30.6)      29.9     (24.0)
                                        ------    ------     ------    ------
     Comprehensive income               $ 88.1    $ 11.6     $120.9    $ 50.9
                                        ======    ======     ======    ======
   

    Accumulated other comprehensive income (loss) as of December 31, 2002 and
    June 30, 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                29.9      30.9     ( 1.0)        -
                                   ---------   -------    ------  ---------
    Balance at June 30, 2003       $(2,207.0)  $(714.1)   $( 2.5) $(1,490.4)
                                   =========   =======    ======  =========


d.  The amount credited to stockholders' equity for the income tax benefit
    related to the company's stock plans for the six months ended June 30,
    2003 and 2002 was $1.8 million and $2.8 million, respectively. The company
    expects to realize these tax benefits on future Federal income tax returns.






<PAGE> 8

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 prevent 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  Six Months Ended
                                               June 30,         June 30,     
                                         ------------------  ----------------
                                           2003    2002        2003    2002
                                           ----    ----        ----    ----
    Balance at beginning
      of period                           $19.3   $16.3        $19.2  $16.1
    
    Accruals for warranties issued
      during the period                     6.8     4.1         11.7    7.0 

    Settlements made during the
      period                               (4.4)   (3.4)        (9.1)  (6.9)

    Changes in liability for 
      pre-existing warranties during
      the period, including expirations     (.6)     .4          (.7)   1.2 
                                          -----   -----        -----  -----
    Balance at June 30                    $21.1   $17.4        $21.1  $17.4
                                          =====   =====        =====  =====

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 Employee 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   Six Months Ended
                                             June 30,           June 30,
                                       ------------------   ----------------
                                         2003      2002       2003      2002
                                         ----      ----       ----      ----
   Net income as reported               $ 52.5    $ 42.2     $ 91.0    $ 74.9
   Deduct total stock-based employee
     compensation expense determined
     under fair value method for all
     awards, net of tax                  (10.3)    (12.1)     (24.8)    (24.8)
                                        ------    ------     ------    ------
   Pro forma net income                 $ 42.2    $ 30.1     $ 66.2    $ 50.1
                                        ======    ======     ======    ======
   Earnings per share
     Basic - as reported                $  .16    $  .13     $  .28    $  .23
     Basic - pro forma                  $  .13    $  .09     $  .20    $  .16
     Diluted - as reported              $  .16    $  .13     $  .28    $  .23
     Diluted - pro forma                $  .13    $  .09     $  .20    $  .15





<PAGE> 9

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         2.2      -       .8      1.4        
     Utilized           (501)      (43.5)   (6.1)  (32.1)    (5.3)
     Reversal of
      excess reserves   (105)       (3.1)   (1.7)   (1.4)      -
     Other(2)                        4.4     2.3     2.7      (.6)      
                      ------      ------  ------  ------   ------     
     Balance at
      June 30, 2003       29      $ 27.6  $  1.9  $ 13.7   $ 12.0  
                      ======      ======  ======  ======   ======     
     Expected future
       utilization:                
     2003 remaining   
       six months         29      $ 16.2  $  1.9  $ 10.2   $  4.1
     2004 and thereafter   -        11.4      -      3.5      7.9
                                  
      (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 $45 million in the six months ended June 30, 2003 
    compared to $63 million for the prior-year period, and are expected to be 
    approximately $18 million (which includes approximately $2 million related
    to restructuring charges taken prior to 2001) for the remainder of 2003 and
    $17 million (which includes approximately $6 million related to 
    restructuring charges taken prior to 2001) in total for all subsequent 
    years, principally for work-force reductions and idle lease costs.

h.  Cash paid during the six months ended June 30, 2003 and 2002 for income
    taxes was $42.2 million and $31.2 million, respectively.

    Cash paid during the six months ended June 30, 2003 and 2002 for interest
    expense was $33.8 million and $34.9 million, respectively.

i.  In June 2003, the company entered into a new lease for its facility at 
    Malvern, PA that replaces a former lease that was due to expire in March 
    2005. The new lease has a 60-month term expiring in June 2008.  Under the 
    new lease, the company has the option to purchase the facility at any time 
    for approximately $34 million.  In addition, if the company does not 
    exercise its purchase option and the lessor sells the facility at the end of
    the lease term for a price that is less than approximately $34 million, the
    company will be required to guarantee the lessor a residual value on the 
    property of up to $29 million.  The lessor is a substantive independent 
    leasing company that does not have the characteristics of a variable 
    interest entity as defined by the Financial Accounting Standards Board
    Interpretation No. 46, "Consolidation of Variable Interest Entities"
    ("FIN No. 46") and is therefore not consolidated by the company.

    The company has accounted for the lease as an operating lease, and 
    therefore, neither the leased facility nor the related debt is reported in 
    the company's accompanying balance sheets.  As stated above, under the 
    lease, the company is required to provide a guaranteed residual value on the
    facility of up to $29 million to the lessor at the end of the 60-month lease
    term.  The company recognized a liability of approximately $1 million for 
    the related residual value guarantee.  The value of the guarantee was 
    determined by computing the estimated present value of probability-weighted
    cash flows that might be expended under the guarantee, discounted using the
    company's incremental borrowing rate of approximately 6.5%.  The company
    has recorded a liability for the fair value of the obligation with a
    corresponding asset recorded as prepaid rent which will be amortized to
    rental expense over the lease term.  The liability will be subsequently 
    assessed and adjusted to fair value as necessary.






<PAGE> 10

j.  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 material 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 material
    impact on the company's consolidated financial position, consolidated 
    results of operations, or liquidity.    

    In January 2003, the FASB issued FIN No. 46 which addresses consolidation by
    business enterprises of variable interest entities ("VIEs").  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 is applicable to variable interest entities created 
    after January 31, 2003, and to variable interest entities in which an 
    enterprise obtains an interest after that date.  A company with a variable 
    interest in a variable interest entity created before February 1, 2003 shall
    apply the provisions of FIN No. 46 effective July 1, 2003.  Adoption of FIN 
    No. 46 had no material impact on the company's consolidated financial
    position, consolidated results of operations, or liquidity.
 
    In November 2002, the Financial Accounting Standards Board("FASB") reached a
    consensus on 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.







<PAGE> 11



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, 2003, the company reported net income of 
$52.5 million, or $.16 per share, compared to $42.2 million, or $.13 per 
share, for the three months ended June 30, 2002.  

Total revenue for the quarter ended June 30, 2003 was $1.43 billion, up 5% 
from revenue of $1.36 billion for the quarter ended June 30, 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 12% and Technology revenue declined 18%.  

U.S. revenue increased 12% in the second quarter compared to the year-ago 
period, driven principally by strength in the U.S. Federal government 
business.  Revenue in international markets declined slightly compared to the 
year-ago period.

Total gross profit margin was 27.5% in the second quarter of 2003 compared to 
29.7% in the year-ago period, principally reflecting a decline in pension 
income as discussed below.

For the three months ended June 30, 2003, selling, general and administrative 
expenses were $242.4 million (17.0% of revenue) compared to $245.5 million 
(18.1% of revenue) for the three months ended June 30, 2002.

Research and development expense was $63.7 million compared to $62.0 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 second quarter of 2003, the company reported an operating income 
percent of 6.0% compared to 7.1% for the second quarter of 2002, principally 
reflecting lower pension income.

Pension income for the three months ended June 30, 2003 was approximately $8 
million compared to approximately $34 million for the three months ended June 
30, 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 June 30, 2003 was $18.4 million 
compared to $18.1 million for the three months ended June 30, 2002.  

Other income (expense), net was income of $10.6 million in the current quarter 
compared to an expense of $16.0 million in the year-ago quarter income.  The 
principal reason for the change was that in the prior-year quarter, other 
income (expense), net included 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.  





<PAGE> 12


Income before income taxes was $78.2 million in the second quarter of 2003 
compared to $62.9 million last year.  The provision for income taxes was $25.7 
million in the current period compared to $20.7 million in the year-ago period.
The effective tax rate in both periods was 33%.

For the six months ended June 30, 2003, net income was $91.0 million, or $.28 
per share, compared to net income of $74.9 million, or $.23 per share, last 
year.  Revenue for the six months ended June 30, 2003 was $2.82 billion, up 4% 
from $2.72 billion for the six months ended June 30, 2002.

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 and six months ended June 30, 2003 and 
2002, was $11.5 million and $5.0 million and $14.6 million and $10.6 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.  See Note b to the Notes to Consolidated Financial 
Statements.

Information by business segment is presented below (in millions):
                                                                     
                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
June 30, 2003
------------------
Customer revenue          $1,425.0                  $1,163.4    $261.6
Intersegment                           $( 89.2)          6.3      82.9     
                          --------     -------      --------    ------      
Total revenue             $1,425.0     $( 89.2)     $1,169.7    $344.5   
                          ========     =======      ========    ====== 
Gross profit percent          27.5%                     20.0%     46.6%
                          ========                  ========    ======
Operating income
     percent                   6.0%                      5.5%      7.8%
                          ========                  ========    ======
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%
                          ========                  ========    ======
Gross profit percent and operating income percent are as a percent of total 
revenue.





<PAGE> 13

In the Services segment, customer revenue was $1.16 billion for the three 
months ended June 30, 2003, up 12% compared to $1.04 billion for the three 
months ended June 30, 2002.  The increase in Services revenue was due to a 22% 
increase in outsourcing ($422 million in 2003 compared to $347 million in 2002),
a 13% increase in systems integration ($386 million in 2003 compared to $341 
million in 2002), and a 5% increase in core maintenance revenue ($143 million 
in 2003 compared to $137 million in 2002), offset in part by a decline of 1% in 
infrastructure services ($212 million in 2003 compared to $215 million in 2002).
Within the Services segment, the outsourcing business benefited from the 
rollout of recent large contract wins from new customers, including the U.S. 
Transportation Security Administration.  Services gross profit percent was 
20.0% for the three months ended June 30, 2003 compared to 21.9% in the 
year-ago period, and Services operating income percent was 5.5% for the three 
months ended June 30, 2003 compared to 5.8% last year.  The reason for these 
declines was principally lower pension income in the current quarter compared 
to the year-ago period.  

In the Technology segment, customer revenue was $262 million for the three 
months ended June 30, 2003 compared to $321 million for the three months ended 
June 30, 2002.  Demand in the Technology segment remained weak industry-wide as 
customers continue to defer spending on new large-scale computer hardware and 
software.  The 18% decline in revenue was due to a 19% decline in sales of 
enterprise-class servers ($194 million in 2003 compared to $240 million in 2002)
and a 15% decrease in sales of specialized technology products ($68 million in 
2003 compared to $80 million in 2002).  Technology gross profit percent was 
46.6% for the three months ended June 30, 2003 compared to 46.8% in the year-ago
period, and Technology operating income percent was 7.8% for the three months 
ended June 30, 2003 compared to 12.2% last year.  The operating income margin 
decline primarily reflected lower volume and 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 material 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 
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 material impact on the company's consolidated 
financial position, consolidated results of operations, or liquidity.  






<PAGE> 14

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of 
Variable Interest Entities" (FIN No. 46) which addresses consolidation by 
business enterprises of variable interest entities ("VIEs").  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 is applicable to variable interest entities created after January 31,
2003, and to variable interest entities in which an enterprise obtains an 
interest after that date.  A company with a variable interest in a variable 
interest entity created before February 1, 2003 shall apply the provisions of 
FIN No. 46 effective July 1, 2003.  Adoption of FIN No. 46 had no material 
impact on the company's consolidated financial position, consolidated results 
of operations, or liquidity.

In November 2002, the FASB reached a consensus on 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.

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

Cash and cash equivalents at June 30, 2003 were $381.8 million compared to 
$301.8 million at December 31, 2002.  

During the six months ended June 30, 2003, cash provided by operations was 
$48.2 million compared to cash provided by operations of $12.6 million for the 
six months ended June 30, 2002.  The change in operating cash flow primarily 
reflected the company's continued focus on working capital, including higher 
levels of customer prepayments in the current six-month period compared to the 
prior-year period.  Cash expenditures in the current period related to prior-
year restructuring charges (which are included in operating activities) were 
approximately $45 million compared to $63 million for the prior-year period, 
and are expected to be approximately $18 million for the remainder of 2003 and 
$17 million in total for all subsequent years, principally for work-force 
reductions and idle lease costs.  Personnel reductions in the current period 
related to these restructuring actions were approximately 500 and are expected 
to be approximately 29 for the remainder of the year.

Cash used for investing activities for the six months ended June 30, 2003 was 
$225.1 million compared to $195.1 million during the six months ended June 30, 
2002.  During 2003, both proceeds from investments and purchases of investments,
which represent derivative financial instruments used to manage the company's 
currency 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 
$34.2 million in the current period compared to net purchases of $13.9 million 
in the prior-year period.  In addition, the current six-month period investment 
in marketable software was $76.9 million compared to $71.2 million in the prior-
year, and capital additions to properties was $112.0 million for the six months 
ended June 30, 2003 compared to $106.1 million in the prior-year period.

Cash provided by financing activities during the current six-month period was 
$244.6 million compared to $53.9 million in the prior year.  The current six-
month period includes net proceeds from issuance of long-term debt of $293.3 
million, as described below. In addition, during the six months ended June 30, 
2003 there was a reduction of $59.6 million in short-term borrowings compared 
to an increase of $39.0 million in the year-ago period.






<PAGE> 15


In March 2003, the company issued $300 million of 6 7/8% senior notes due 2010.
At June 30, 2003, total debt was $1.1 billion, an increase of $236.9 million 
from December 31, 2002.

As of June 30, 2003, there were no borrowings under the company's $450 million 
credit agreement.  On July 1, 2003, the company entered into a new $500 million 
credit agreement, expiring in May 2006, to replace the $450 million credit 
agreement that was due to expire in March 2004.  Borrowings under the new 
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 June 30, 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 June 30, 2003, the company had deferred tax assets in excess of deferred tax 
liabilities of $2,196 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 $469 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. 

Stockholders' equity increased $146.1 million during the six months ended June 
30, 2003, principally reflecting net income of $91.0 million, $23.5 million 
for issuance of stock under stock option and other plans, $1.8 million of tax 
benefits related to employee stock plans and currency translation of $30.9 
million.

In March 2003, the company executed a lease commitment for a new facility 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.






<PAGE> 16


In June 2003, the company entered into a new lease for its facility at Malvern, 
PA that replaces a former lease that was due to expire in March 2005.  The new 
lease has a 60-month term expiring in June 2008.  Under the new lease, the 
company has the option to purchase the facility at any time for approximately 
$34 million.  In addition, if the company does not exercise its purchase option 
and the lessor sells the facility at the end of the lease term for a price that 
is less than approximately $34 million, the company will be required to 
guarantee the lessor a residual value on the property of up to $29 million.  
The lessor is a substantive independent leasing company that does not have the 
characteristics of a variable interest entity as defined by FIN No. 46 and is 
therefore not consolidated by the company.

The company has accounted for the lease as an operating lease, and therefore, 
neither the leased facility nor the related debt is reported in the company's 
accompanying balance sheets.  As stated above, under the lease, the company is 
required to provide a guaranteed residual value on the facility of up to $29 
million to the lessor at the end of the 60-month lease term.  Under the 
provisions of FIN No. 45, the company recognized a liability of approximately 
$1 million for the related residual value guarantee.  The value of the 
guarantee was determined by computing the estimated present value of 
probability-weighted cash flows that might be expended under the guarantee, 
discounted using the company's risk adjusted borrowing rate of approximately 
6.5%.  The value of the guarantee was determined by computing the estimated 
present value of probability -weighted cash flows that might be expended under 
the guarantee, discounted using the company's incremental borrowing rate of 
approximately 6.5%.  The company has recorded a liability for the fair value 
of the obligation with a    corresponding asset recorded as prepaid rent which 
will be amortized to rental    expense over the lease term.  The liability 
will be subsequently assessed and adjusted to fair value as necessary.

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 discount rate was to be 
reduced, 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 NUL (an equity investment), the 
ABO exceeded the fair value of pension plan assets.  As a result, 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.  







<PAGE> 17


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 
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 the rationalizations and solution implementations.





<PAGE> 18


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.

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 and to develop next-generation ClearPath products that are purchased 
by the installed base.  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.






<PAGE> 19


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 53% 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> 20


I
tem 4.   Controls and Procedures

     The company's management, with the participation of the company's Chief 
Executive Officer and Chief Financial Officer, has evaluated the effectiveness 
of the company's disclosure controls and procedures as of June 30, 2003.  
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.  Such evaluation did not identify any change in the 
company's internal control over financial reporting that occurred during the 
quarter ended June 30, 2003 that has materially affected, or is reasonably 
likely to materially affect, the company's internal control over financial 
reporting. 







<PAGE> 21


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


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

(a)   The company's 2003 Annual Meeting of Stockholders (the "Annual Meeting") 
was held on April 24, 2003 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:

       Gail D. Fosler - 285,538,146 votes for; 8,771,017 votes withheld

       Melvin R. Goodes - 276,919,901 votes for; 17,389,262 votes withheld

       Edwin A. Huston - 284,216,669 votes for; 10,092,494 votes withheld

   2.  A proposal to ratify the selection of the company's independent 
       auditors - 272,054,772 votes for; 19,541,515 votes against; 
       2,712,876 abstentions

   3.  A proposal to approve the Unisys Corporation 2003 Long-Term Incentive 
       and Equity Compensation Plan - 170,711,029 votes for; 55,412,346 votes 
       against; 4,357,177 abstentions; 63,828,611 broker non-votes

   4.  A proposal to approve the amended and restated Unisys Corporation 
       Employee Stock Purchase Plan - 213,447,866 votes for; 13,350,372 votes 
       against; 3,683,124 abstentions; 63,827,801 broker non-votes



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

(a)       Exhibits

          See Exhibit Index

(b)       Reports on Form 8-K

          
          On April 14, 2003 the company furnished a Current Report on Form 8-K 
to provide, under Items 7, 9 and 12, the company's earnings release reporting 
its financial results for the quarter ended March 31, 2003.  Such information 
shall not be deemed "filed" for purposes of Section 18 of the Securities 
Exchange Act of 1934.








<PAGE> 22


                               SIGNATURES
                               ----------



     Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.

                                              UNISYS CORPORATION

Date: July 24, 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> 23

                             EXHIBIT INDEX

Exhibit
Number                        Description
-------                       -----------
10.1     Unisys Corporation 2003 Long-Term Incentive and Equity Compensation 
         Plan (incorporated by reference to Appendix B to the registrant's 
         Proxy Statement, dated March 14, 2003, for its 2003 Annual Meeting of 
         Stockholders)

10.2     Unisys Corporation Employee Stock Purchase Plan, as amended and 
         restated February 13, 2003, (incorporated by reference to Appendix C 
         to the registrant's Proxy Statement, dated March 14, 2003, for its 
         2003 Annual Meeting of Stockholders)

12       Statement of Computation of Ratio of Earnings to Fixed Charges

99.1     Exhibit 31.1 - Certification of Lawrence A. Weinbach required by Rule 
         13a-14(a) or Rule 15d-14(a)

99.2     Exhibit 31.2 - Certification of Janet Brutschea Haugen required by 
         Rule 13a-14(a) or Rule 15d-14(a)

99.3     Exhibit 32.1 -- Certification of Lawrence A. Weinbach required by 
         Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the 
         Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

99.4     Exhibit 32.2 -- Certification of Janet Brutschea Haugen required by 
         Rule 13a-14(b) or Rule 15d-14(b) and 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>

                                  Six             
                                  Months     
                                  Ended          Years Ended December 31
                                  June 30, -----------------------------------
                                  2003      2002   2001   2000   1999   1998    
                                  --------  ----   ----   ----   ----   ----   
<S>                               <C>      <C>    <C>    <C>    <C>     <C>
Fixed charges
Interest expense                  $  34.1  $ 66.5 $ 70.0 $ 79.8 $127.8  $171.7  
Interest capitalized during 
  the period                          6.5    13.9   11.8   11.4    3.6      -  
Amortization of debt issuance
  expenses                            1.5     2.6    2.7    3.2    4.1     4.6   
Portion of rental expense
  representative of interest         26.5    53.0   53.9   42.2   46.3    49.1
                                   ------  ------ ------ ------ ------  ------  
    Total Fixed Charges              68.6   136.0  138.4  136.6  181.8   225.4  
                                   ------  ------ ------ ------ ------  ------
Earnings                             
Income (loss) from continuing
 operations before income taxes     135.7   332.8  (73.0) 348.5  751.7   594.2
Add (deduct) the following:
 Share of loss (income) of
  associated companies               (9.2)   14.2   (8.6) (20.5)   8.9     (.3)
 Amortization of capitalized
  interest                            4.9     8.8    5.4    2.2     -       - 
                                   ------  ------ ------ ------ ------  ------
    Subtotal                        131.4   355.8  (76.2) 330.2  760.6   593.9
                                   ------  ------ ------ ------ ------  ------

Fixed charges per above              68.6   136.0  138.4  136.6  181.8   225.4
Less interest capitalized during
  the period                         (6.5)  (13.9) (11.8) (11.4)  (3.6)     -
                                   ------  ------ ------ ------ ------  ------
Total earnings                     $193.5  $477.9 $ 50.4 $455.4 $938.8  $819.3
                                   ======  ====== ====== ====== ======  ======

Ratio of earnings to fixed 
  charges                            2.82    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 31.1
                                               (filed as EDGAR exhibit 99.1)


                             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 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 report;

3.  Based on my knowledge, the financial statements, and other financial 
information included in this 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 report;

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

a. Designed such disclosure controls and procedures, or caused such disclosure 
controls and procedures to be designed under our supervision, 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 report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls and 
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered 
by this report based on such evaluation; 

c. Disclosed in this report any change in the registrant's internal control 
over financial reporting that occurred during the registrant's most recent 
fiscal quarter that has materially affected, or is reasonably likely to 
materially affect, the registrant's internal control over financial reporting; 
and 

5.  The registrant's other certifying officer and I have disclosed, based on 
our most recent evaluation of internal control over financial reporting, to 
the registrant's auditors and the audit committee of registrant's board of 
directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or 
operation of internal control over financial reporting which are reasonably 
likely to adversely affect the registrant's ability to record, process, 
summarize and report financial information; and 

b. Any fraud, whether or not material, that involves management or other 
employees who have a significant role in the registrant's internal control 
over financial reporting.

Date: July 24, 2003                      /s/ Lawrence A. Weinbach 
                                         -------------------------
                                     Name:   Lawrence A. Weinbach
                                     Title:  Chairman, President and
                                             Chief Executive Officer



                                                               Exhibit 31.2
                                               (filed as EDGAR exhibit 99.2)


                             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 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 report;

3.  Based on my knowledge, the financial statements, and other financial 
information included in this 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 report;

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

a. Designed such disclosure controls and procedures, or caused such disclosure 
controls and procedures to be designed under our supervision, 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 report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls and 
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered 
by this report based on such evaluation; 

c. Disclosed in this report any change in the registrant's internal control 
over financial reporting that occurred during the registrant's most recent 
fiscal quarter that has materially affected, or is reasonably likely to 
materially affect, the registrant's internal control over financial reporting; 
and 

5.  The registrant's other certifying officer and I have disclosed, based on 
our most recent evaluation of internal control over financial reporting, to 
the registrant's auditors and the audit committee of registrant's board of 
directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or 
operation of internal control over financial reporting which are reasonably 
likely to adversely affect the registrant's ability to record, process, 
summarize and report financial information; and 

b. Any fraud, whether or not material, that involves management or other 
employees who have a significant role in the registrant's internal control 
over financial reporting.

Date: July 24, 2003                      /s/ Janet Brutschea Haugen 
                                         -------------------------
                                     Name:   Janet Brutschea Haugen
                                     Title:  Senior Vice President and
                                             Chief Financial Officer



                                                             Exhibit 32.1
                                         (furnished as EDGAR Exhibit 99.3)



                  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 June 30, 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: July 24, 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 32.2
                                             (furnished as EDGAR Exhibit 99.4)



                     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 June 30, 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: July 24, 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.