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 September 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 September 30, 2003:
330,417,158.



<PAGE> 2

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>

                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                 (Millions)
<CAPTION>   
                                          
                                         September 30,    
                                            2003       December 31,
                                         (Unaudited)       2002
                                         -----------   ------------
<S>                                       <C>            <C>
Assets
------
Current assets
Cash and cash equivalents                 $  402.7       $  301.8
Accounts and notes receivable, net           961.8          955.6
Inventories
   Parts and finished equipment              136.2          165.3
   Work in process and materials             113.6          127.5
Deferred income taxes                        313.8          311.3
Other current assets                          86.3           84.5
                                          --------       --------
Total                                      2,014.4        1,946.0
                                          --------       --------

Properties                                 1,718.2        1,542.7
Less-Accumulated depreciation
  and amortization                         1,033.7          932.9
                                          --------       --------
Properties, net                              684.5          609.8
                                          --------       --------
Investments at equity                        124.2          111.8
Marketable software, net                     329.0          311.8
Deferred income taxes                      1,476.0        1,476.0
Goodwill                                     165.6          160.6
Other long-term assets                       392.4          365.4
                                          --------       --------
Total                                     $5,186.1       $4,981.4
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $   20.3       $   77.3

Current maturities of long-term debt           1.8            4.4
Accounts payable                             416.6          532.5
Other accrued liabilities                  1,242.2        1,341.4
Income taxes payable                         248.6          228.9
                                          --------       --------
Total                                      1,929.5        2,184.5
                                          --------       --------
Long-term debt                             1,047.4          748.0
Accrued pension liabilities                  660.9          727.7
Other long-term liabilities                  472.5          465.2

Stockholders' equity
Common stock, shares issued: 2003, 332.3;
   2002, 328.1                                 3.3            3.3
Accumulated deficit                       (  526.4)      (  673.5)
Other capital                              3,801.3        3,763.1
Accumulated other comprehensive loss      (2,202.4)      (2,236.9)
                                          --------       --------
Stockholders' equity                       1,075.8          856.0
                                          --------       --------
Total                                     $5,186.1       $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            Nine Months
                                     Ended September 30     Ended September 30
                                     ------------------     ------------------
                                       2003      2002         2003      2002
                                     --------  --------     --------  --------
<S>                                  <C>       <C>          <C>       <C>
Revenue   
  Services                           $1,124.3  $1,016.3     $3,394.7  $3,104.8
  Technology                            325.4     316.0        878.9     949.8   
                                     --------  --------     --------  --------
                                      1,449.7   1,332.3      4,273.6   4,054.6
Costs and expenses
  Cost of revenue:
    Services                            886.1     766.5      2,675.4   2,362.0
    Technology                          138.5     162.8        393.9     495.8
                                     --------  --------     --------  --------
                                      1,024.6     929.3      3,069.3   2,857.8
  Selling, general and
    administrative expenses             251.0     241.3        737.1     732.2
  Research and development expenses      68.2      65.5        198.7     192.6
                                     --------  --------     --------  --------
                                      1,343.8   1,236.1      4,005.1   3,782.6
                                     --------  --------     --------  --------
Operating income                        105.9      96.2        268.5     272.0

Interest expense                         17.2      17.6         51.3      53.2
Other income (expense), net              (4.7)      9.5          2.5     (18.9)
                                     --------  --------     --------  --------
Income before income taxes               84.0      88.1        219.7     199.9
Provision for income taxes               27.8      29.1         72.5      66.0
                                     --------  --------     --------  --------
Net income                           $   56.2  $   59.0     $  147.2  $  133.9
                                     ========  ========     ========  ========

Earnings per share
  Basic                              $    .17  $    .18     $    .45  $    .41
                                     ========  ========     ========  ========
  Diluted                            $    .17  $    .18     $    .44  $    .41
                                     ========  ========     ========  ========


</TABLE>



See notes to consolidated financial statements.

                                                








<PAGE> 4

<TABLE>
                           UNISYS CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                (Millions)
<CAPTION>
                                                    Nine Months Ended
                                                      September 30
                                                    -----------------
                                                      2003       2002
                                                    --------   -------
<S>                                                <C>         <C>
Cash flows from operating activities
Net income                                         $  147.2    $ 133.9
Add(deduct) items to reconcile net income
   to net cash provided by operating activities:           
Depreciation and amortization of properties           131.4      111.7      
Amortization:   
   Marketable software                                 92.2       90.1        
   Deferred outsourcing contract costs                 23.5       14.1         
(Increase) in deferred income taxes, net             (  2.5)    (  2.5) 
(Increase) decrease in receivables, net              ( 32.3)     208.0       
Decrease in inventories                                43.0       88.2        
(Decrease) in accounts payable and
   other accrued liabilities                         (180.0)    (375.8)    
Increase in income taxes payable                       19.8        7.0        
(Decrease) in other liabilities                      ( 56.8)    ( 33.3)       
(Increase) in other assets                           ( 29.9)    (178.8)       
Other                                                   6.5        7.4        
                                                    -------     ------
Net cash provided by operating activities             162.1       70.0         
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                        3,626.1    2,360.1         
   Purchases of investments                        (3,663.2)  (2,384.0)        
   Investment in marketable software                 (109.4)    (105.0)        
   Capital additions of properties                   (177.9)    (151.8)        
   Purchases of businesses                           (  2.0)    (  4.8)        
                                                    -------     ------
Net cash used for investing activities               (326.4)    (285.5)        
                                                    -------     ------
Cash flows from financing activities
   Proceeds from issuance of long-term debt           293.3         -          
   Net (reduction in) proceeds from short-term
     borrowings                                      ( 57.0)      33.8         
   Proceeds from employee stock plans                  21.0       21.9         
   Payments of long-term debt                        (  3.8)    (  1.6)     
                                                    -------     ------

Net cash provided by financing activities             253.5       54.1         
                                                    -------     ------
Effect of exchange rate changes on 
   cash and cash equivalents                           11.7        1.7        
                                                    -------     ------

Increase (decrease) in cash and cash equivalents      100.9     (159.7)     
Cash and cash equivalents, beginning of period        301.8      325.9      
                                                    -------    -------
Cash and cash equivalents, end of period            $ 402.7    $ 166.2  
                                                    =======    =======
</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 nine months ended September 30, 2003 and 2002 (dollars in millions,
   shares in thousands):
                                  Three Months Ended      Nine Months Ended   
                                     September 30            September 30
                                  ------------------      ------------------ 
                                    2003       2002         2003       2002
                                  -------    -------      -------    -------
    Basic Earnings Per Share
    
    Net income                    $  56.2    $  59.0      $ 147.2    $ 133.9
                                  =======    =======      =======    =======
    Weighted average shares       330,033    324,075      328,675    322,792
                                  =======    =======      =======    =======
    Basic earnings per share      $   .17    $   .18      $   .45    $   .41
                                  =======    =======      =======    =======
    Diluted Earnings Per Share
    
    Net income                    $  56.2    $  59.0      $ 147.2    $ 133.9
                                  =======    =======      =======    =======
    Weighted average shares       330,033    324,075      328,675    322,792
    Plus incremental shares 
      from assumed exercises
      under employee stock plans    3,946        594        2,642      1,287
                                  -------    -------      -------    -------
    Adjusted weighted average
      shares                      333,979    324,669      331,317    324,079
                                  =======    =======      =======    =======
    Diluted earnings per share    $   .17    $   .18      $   .44    $   .41
                                  =======    =======      =======    =======

    At September 30, 2003, 21.2 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 months ended September 30, 
    2003 and 2002 was $6.7 million and $1.2 million, respectively; and the 
    amount of profit for the nine months ended September 30, 2003 and 2002 was 
    $18.6  million and $11.8 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
   nine month periods ended September 30, 2003 and 2002 is presented below (in
   millions of dollars):

                             Total    Corporate    Services    Technology
   Three Months Ended        -----    ---------    --------    ----------
   September 30, 2003
   ------------------
   Customer revenue         $1,449.7               $1,124.3     $  325.4
   Intersegment                        $( 66.4)         7.3         59.1
                            --------   -------     --------     --------
   Total revenue            $1,449.7   $( 66.4)    $1,131.6     $  384.5
                            ========   =======     ========     ========
   Operating income (loss)  $  105.9   $(  1.3)    $   43.8     $   63.4
                            ========   =======     ========     ========
   Three Months Ended        
   September 30, 2002
   ------------------
   Customer revenue         $1,332.3               $1,016.3     $  316.0
   Intersegment                        $( 69.4)         6.5         62.9
                            --------   -------     --------     --------
   Total revenue            $1,332.3   $( 69.4)    $1,022.8     $  378.9
                            ========   =======     ========     ========
   Operating income (loss)  $   96.2   $    -      $   57.9     $   38.3
                            ========   =======     ========     ========
   Nine Months Ended
   September 30, 2003
   ----------------
   Customer revenue         $4,273.6               $3,394.7     $  878.9
   Intersegment                        $(225.6)        19.2        206.4
                            --------   -------     --------     --------
   Total revenue            $4,273.6   $(225.6)    $3,413.9     $1,085.3
                            ========   =======     ========     ========
   Operating income (loss)  $  268.5   $(  3.6)    $  142.3     $  129.8
                            ========   =======     ========     ========
   Nine Months Ended  
   September 30, 2002
   ------------------
   Customer revenue         $4,054.6               $3,104.8     $  949.8
   Intersegment                        $(233.0)        32.2        200.8
                            --------   -------     --------     --------
   Total revenue            $4,054.6   $(233.0)    $3,137.0     $1,150.6
                            ========   =======     ========     ========
   Operating income (loss)  $  272.0   $( 15.0)    $  171.5     $  115.5
                            ========   =======     ========     ========

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

   
                                       Three Months Ended   Nine Months Ended
                                          September 30,       September 30,
                                       ------------------   -----------------
                                         2003      2002       2003      2002
                                         ----      ----       ----      ----
   Total segment operating income       $107.2    $ 96.2     $272.1    $287.0  
   Interest expense                      (17.2)    (17.6)     (51.3)    (53.2) 
   Other income (expense), net           ( 4.7)      9.5        2.5     (18.9) 
   Corporate and eliminations            ( 1.3)       -       ( 3.6)    (15.0) 
                                        ------    ------     ------    ------
   Total income before income taxes     $ 84.0    $ 88.1     $219.7    $199.9  
                                        ======    ======     ======    ======







<PAGE> 7

   Customer revenue by classes of similar products or services, by segment, is
   presented below:     
                                     Three Months Ended     Nine Months Ended
                                        September 30,         September 30,
                                     ------------------     -----------------
                                        2003       2002        2003      2002
                                        ----       ----        ----      ----
   Services
     Systems integration              $  378.9  $  307.5    $1,121.3   $1,012.3
     Outsourcing                         396.2     370.9     1,227.3    1,059.9
     Infrastructure services             207.5     198.8       620.1      617.9
     Core maintenance                    141.7     139.1       426.0      414.7
                                      --------  --------    --------   --------
                                       1,124.3   1,016.3     3,394.7    3,104.8
   Technology
     Enterprise-class servers            249.7     205.7       661.3      674.7
     Specialized technologies             75.7     110.3       217.6      275.1
                                      --------  --------    --------   --------
                                         325.4     316.0       878.9      949.8
                                      --------  --------    --------   --------
   Total                              $1,449.7  $1,332.3    $4,273.6   $4,054.6
                                      ========  ========    ========   ========

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

                                       Three Months Ended   Nine Months Ended
                                          September 30,       September 30,
                                       ------------------   ----------------
                                         2003      2002       2003      2002
                                         ----      ----       ----      ----
   Net income                           $ 56.2    $ 59.0     $147.2    $133.9
 
   Other comprehensive income (loss)
    Cash flow hedges
     Income (loss), net of tax of        
      $(2.5), $.5, $(5.1), and
      $(1.9)                              (4.6)       .8       (9.4)     (3.6) 
     Reclassification adjustments,
      net of tax of $1.1, $.2, $3.1, 
      and $(.4)                            2.0        .4        5.8      ( .9)
     Foreign currency translation         
       adjustments                         7.2     (50.2)      38.1     (68.5)
                                        ------    ------     ------    ------
     Total other comprehensive
       income (loss)                       4.6     (49.0)      34.5     (73.0)
                                        ------    ------     ------    ------
     Comprehensive income               $ 60.8    $ 10.0     $181.7    $ 60.9
                                        ======    ======     ======    ======
   

    Accumulated other comprehensive income (loss) as of December 31, 2002 and
    September 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                34.5      38.1     ( 3.6)        -
                                   ---------   -------    ------  ---------
    Balance at September  30, 2003 $(2,202.4)  $(706.9)   $( 5.1) $(1,490.4)
                                   =========   =======    ======  =========


d.  The amount credited to stockholders' equity for the income tax benefit
    related to the company's stock plans for the nine months ended September 30,
    2003 and 2002 was $3.1 million in both periods. 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  Nine Months Ended
                                            September 30,      September 30,  
                                         ------------------  -----------------
                                           2003    2002        2003    2002
                                           ----    ----        ----    ----
    Balance at beginning
      of period                           $21.1   $17.4        $19.2  $16.1
    
    Accruals for warranties issued
      during the period                     5.5     4.3         17.2   11.3

    Settlements made during the
      period                              ( 4.7)  ( 4.3)       (13.8) (11.2) 

    Changes in liability for 
      pre-existing warranties during
      the period, including expirations   (  .8)     .8        ( 1.5)   2.0
                                          -----   -----        -----  -----
    Balance at September 30               $21.1   $18.2        $21.1  $18.2
                                          =====   =====        =====  =====

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   Nine Months Ended
                                         September 30,        September 30,
                                       ------------------   ----------------
                                         2003      2002       2003      2002
                                         ----      ----       ----      ----
   Net income as reported               $ 56.2    $ 59.0     $147.2    $133.9
   Deduct total stock-based employee
     compensation expense determined
     under fair value method for all
     awards, net of tax                  (10.4)    (12.1)     (35.2)    (36.9)
                                        ------    ------     ------    ------
   Pro forma net income                 $ 45.8    $ 46.9     $112.0    $ 97.0
                                        ======    ======     ======    ======
   Earnings per share
     Basic - as reported                $  .17    $  .18     $  .45    $  .41
     Basic - pro forma                  $  .14    $  .14     $  .34    $  .30
     Diluted - as reported              $  .17    $  .18     $  .44    $  .41
     Diluted - pro forma                $  .14    $  .14     $  .34    $  .30



<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           (514)      (48.7)  ( 7.3)  (34.5)   ( 6.9) 
     Reversal of        
      excess reserves   (105)      ( 3.1)  ( 1.7)  ( 1.4)      -  
     Other(2)               -         2.0     2.2     2.0    ( 2.2)      
                      ------      ------  ------  ------   ------     
     Balance at
     Sept. 30, 2003       16      $ 20.0  $   .6  $ 10.6   $  8.8
                      ======      ======  ======  ======   ======     
     Expected future
       utilization:                
     2003 remaining                   
       three months       16      $  6.0  $   .6   $ 3.1   $  2.3   
     2004 and thereafter   -        14.0      -      7.5      6.5   
                                  
    (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 $51 million in the nine months ended September 30, 2003 
    compared to $87 million for the prior-year period, and are expected to be 
    approximately $7 million (which includes approximately $1 million related
    to restructuring charges taken prior to 2001) for the remainder of 2003 and 
    $20 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 nine months ended September 30, 2003 and 2002 for 
    income taxes was $63.2 million and $44.8 million, respectively.

    Cash paid during the nine months ended September 30, 2003 and 2002 for 
    interest expense was $51.4 million and $45.5 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.    

    Effective July 1, 2003, the company adopted the Financial Accounting 
    Standards Board's ("FASB") 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."  Adoption of this 
    issue had no material impact on the company's  consolidated financial 
    position, consolidated results of operations, or liquidity.

    In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
    Variable Interest Entities" (FIN No. 46).  This interpretation of Accounting
    Research Bulletin No. 51, "Consolidated Financial Statements", addresses
    consolidation of variable interest entities.  Fin No. 46 requires certain
    variable interest entities ("VIE's") to be consolidated by the primary
    beneficiary if the entity does not effectively disperse risks among the
    parties involved.  The provisions of FIN No. 46 are effective immediately
    for those variable interest entities created after January 31, 2003.  The
    provisions, as amended, are effective for the first interim or annual period
    ending after December 15, 2003 for those variable interests held prior to
    February 1, 2003.  While the company believes this Interpretation will not
    have a material effect on its financial position or results of operations, 
    it is continuing to evaluate the effect of adoption of this Interpretation.





<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 September 30, 2003, the company reported net income 
of $56.2 million, or $.17 per share, compared to $59.0 million, or $.18 per 
share, for the three months ended September 30, 2002.  

Total revenue for the quarter ended September 30, 2003 was $1.45 billion, up 9% 
from revenue of $1.33 billion for the quarter ended September 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 11% and Technology revenue increased 3%.  

U.S. revenue increased 11% in the third quarter compared to the year-ago 
period, driven by strength in the U.S. Federal government business.  Revenue 
in international markets increased 7% in the current quarter compared to the 
year-ago period, as growth in Europe more than offset a decline in Latin 
America and a slight revenue decline in the Asia/Pacific region.

Total gross profit margin was 29.3% in the third quarter of 2003 compared to 
30.3% in the year-ago period, principally reflecting a decline in pension 
income as discussed below.

For the three months ended September 30, 2003, selling, general and 
administrative expenses were $251.0 million (17.3% of revenue) compared to 
$241.3 million (18.1% of revenue) for the three months ended September 30, 2002.
The increase was due to foreign currency translations and lower pension income.

Research and development expense was $68.2 million compared to $65.5 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 third quarter of 2003, the company reported an operating income percent 
of 7.3% compared to 7.2% for the third quarter of 2002.

Pension income for the three months ended September 30, 2003 was approximately 
$9 million compared to approximately $37 million for the three months ended 
September 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 change as of January 1, 2003 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 September 30, 2003 was $17.2 million
compared to $17.6 million for the three months ended September 30, 2002.  

Other income (expense), net was an expense of $4.7 million in the current 
quarter compared to income of $9.5 million in the year-ago quarter income.  The 
principal reason for the change was foreign exchange losses in the current 
quarter of $3.7 million compared to gains of $9.6 million in the prior-year 
quarter.

Income before income taxes was $84.0 million in the third quarter of 2003 
compared to $88.1 million last year.  The provision for income taxes was $27.8 
million in the current period compared to $29.1 million in the year-ago period.
The effective tax rate in both periods was 33%.





<PAGE> 12


For the nine months ended September 30, 2003, net income was $147.2 million, or 
$.44 per diluted share, compared to net income of $133.9 million, or $.41 per 
diluted share, last year.  Revenue for the nine months ended September 30, 2003 
was $4.27 billion, up 5% from $4.05 billion for the nine months ended September 
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 months ended September 30, 2003 and 
2002, was $6.7 million and $1.2 million, respectively; and the amount of profit 
for the nine months ended September 30, 2003 and 2003 was $18.6 million and 
$11.8 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
September 30, 2003
------------------
Customer revenue          $1,449.7                  $1,124.3    $325.4
Intersegment                           $( 66.4)          7.3      59.1       
                          --------     -------      --------    ------      
Total revenue             $1,449.7     $( 66.4)     $1,131.6    $384.5
                          ========     =======      ========    ====== 
Gross profit percent          29.3%                     19.8%     53.1%
                          ========                  ========    ======
Operating income
     percent                   7.3%                      3.9%     16.5%
                          ========                  ========    ======
Three Months Ended
September 30, 2002
------------------
Customer revenue          $1,332.3                  $1,016.3    $316.0
Intersegment                           $( 69.4)          6.5      62.9
                          --------     -------      --------    ------      
Total revenue             $1,332.3     $( 69.4)     $1,022.8    $378.9
                          ========     =======      ========    ====== 
Gross profit percent          30.3%                     22.5%     46.4%
                          ========                  ========    ======
Operating income
     percent                   7.2%                      5.7%     10.1%
                          ========                  ========    ======

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




<PAGE> 13

In the Services segment, customer revenue was $1.12 billion for the three 
months ended September 30, 2003, an increase of  11% compared to $1.02 billion 
for the three months ended September 30, 2002.  The increase in Services 
revenue was due to a 7% increase in outsourcing ($396 million in 2003 compared 
to $371 million in 2002), a 23% increase in systems integration ($379 million 
in 2003 compared to $307 million in 2002), a 2% increase in core maintenance 
revenue ($142 million in 2003 compared to $139 million in 2002), and a 4% 
increase in infrastructure services ($207 million in 2003 compared to $199 
million in 2002).  The systems integration business benefited from growth in 
the company's U.S. Federal government business.  Services gross profit percent 
was 19.8% for the three months ended September 30, 2003 compared to 22.5% in 
the year-ago period, and Services operating income percent was 3.9% for the 
three months ended September 30, 2003 compared to 5.7% last year.  The declines
in gross profit and operating income margins were principally due to lower 
pension income in the current quarter compared to the year-ago period.  

In the Technology segment, customer revenue was $325 million for the three 
months ended September 30, 2003, up 3% compared to $316 million for the three 
months ended September 30, 2002.  The 3% increase in revenue was due to a 21% 
increase in sales of enterprise-class servers ($250 million in 2003 compared 
to $206 million in 2002) offset in part by a 31% decrease in sales of 
specialized technology products ($75 million in 2003 compared to $110 million 
in 2002).  The decline in specialized technology revenue primarily reflected 
the company's continued de-emphasis of low-margin product sales.  Technology 
gross profit percent was 53.1% for the three months ended September 30, 2003 
compared to 46.4% in the year-ago period, and Technology operating income 
percent was 16.5% for the three months ended September 30, 2003 compared to 
10.1% last year.  The gross profit and operating income margin increases 
primarily reflected a richer mix of ClearPath servers and software offset in 
part by lower pension income.

New Accounting Pronouncements
-----------------------------
Effective January 1, 2003, the company adopted SFAS No. 145, "Rescission of 
FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and 
Technical Corrections."  SFAS No. 145 rescinds SFAS No. 4, which required that 
all gains and losses from extinguishment of debt be reported as an extraordinary
item.  Previously recorded losses on the early extinguishment of debt that were 
classified as an extraordinary item in prior periods have been reclassified to 
other income (expense), net.  The adoption of SFAS No. 145 had no effect on the 
company's consolidated financial position, consolidated results of operations, 
or liquidity.

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


Effective July 1, 2003, the company adopted the Financial Accounting Standards 
Board's ("FASB") 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."  Adoption of this issue had no material impact on the 
company's  consolidated financial position, consolidated results of operations, 
or liquidity.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of 
Variable Interest Entities" (FIN No. 46).  This interpretation of Accounting 
Research Bulletin No. 51, "Consolidated Financial Statements", addresses 
consolidation of variable interest entities.  Fin No. 46 requires certain 
variable interest entities ("VIE's") to be consolidated by the primary 
beneficiary if the entity does not effectively disperse risks among the parties 
involved.  The provisions of FIN No. 46 are effective immediately for those 
variable interest entities created after January 31, 2003.  The provisions, as 
amended, are effective for the first interim or annual period ending after 
December 15, 2003 for those variable interests held prior to February 1, 2003.  
While the company believes this Interpretation will not have a material effect 
on its financial position or results of operations, it is continuing to 
evaluate the effect of adoption of this Interpretation.

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

Cash and cash equivalents at September 30, 2003 were $402.7 million compared to 
$301.8 million at December 31, 2002.  

During the nine months ended September 30, 2003, cash provided by operations 
was $162.1 million compared to cash provided by operations of $70.0 million for 
the nine months ended September 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 nine-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 $51 million compared to $87 million for the prior-year 
period, and are expected to be approximately $7 million for the remainder of 
2003 and $20 million in total for all subsequent years, principally for work-
force reductions and idle lease costs.  Personnel reductions in the current 
nine-month period related to these restructuring actions were approximately 500.

Cash used for investing activities for the nine months ended September 30, 2003 
was $326.4 million compared to $285.5 million during the nine months ended 
September 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 $37.1 million in the current period compared to net purchases of 
$23.9 million in the prior-year period.  In addition, the current nine-month 
period investment in marketable software was $109.4 million compared to $105.0 
million in the prior-year, and capital additions to properties was $177.9 
million for the nine months ended September 30, 2003 compared to $151.8 million 
in the prior-year period.

Cash provided by financing activities during the current nine-month period was 
$253.5 million compared to $54.1 million in the prior year.  The current nine-
month period includes net proceeds from issuance of long-term debt of $293.3 
million, as described below. In addition, during the nine months ended 
September 30, 2003 there was a reduction of $57.0 million in short-term 
borrowings compared to an increase of $33.8 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 September 30, 2003, total debt was $1.1 billion, an increase of $239.8 
million from December 31, 2002.

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.  As 
of September 30, 2003, there were no borrowings under this credit agreement.  

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.  The company 
expects to have a similar arrangement in place at the expiration of the current 
facility.  If the company were unable to have a similar arrangement in place 
upon the expiration of the current facility, cash flow would be negatively 
affected; however, liquidity would be unaffected since the company believes 
that it has adequate sources and availability of short-term funding to meet 
its expected cash requirements.

At September 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 September 30, 2003, the company had deferred tax assets in excess of 
deferred tax liabilities of $2,194 million.  For the reasons cited below, 
management determined that it is more likely than not that $1,728 million of 
such assets will be realized, therefore resulting in a valuation allowance of 
$466 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 $219.8 million during the nine months ended 
September 30, 2003, principally reflecting net income of $147.2 million, $35.0 
million for issuance of stock under stock option and other plans, $3.1 million 
of tax benefits related to employee stock plans and currency translation of 
$38.1 million.






<PAGE> 16


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.

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 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 is 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 Nihon Unisys Ltd. ("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 continues to face a 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 September 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 September 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 6.   Exhibits and Reports on Form 8-K
-------   --------------------------------

(a)       Exhibits

          See Exhibit Index

(b)       Reports on Form 8-K

          
          On July 17, 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 June 30, 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: October 23, 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
-------                       -----------
12       Statement of Computation of Ratio of Earnings to Fixed Charges

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

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

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

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

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

                                

                                  Nine             
                                  Months     
                                  Ended          Years Ended December 31
                                  Sept. 30, --------------------------------
                                  2003      2002   2001   2000   1999   1998    
                                  --------  ----   ----   ----   ----   ----   
Fixed charges
Interest expense                  $  51.3  $ 66.5 $ 70.0 $ 79.8 $127.8  $171.7 
Interest capitalized during 
  the period                         11.0    13.9   11.8   11.4    3.6      -  
Amortization of debt issuance
  expenses                            2.9     2.6    2.7    3.2    4.1     4.6 
Portion of rental expense
  representative of interest         39.8    53.0   53.9   42.2   46.3    49.1
                                   ------  ------ ------ ------ ------  ------ 
    Total Fixed Charges             105.0   136.0  138.4  136.6  181.8   225.4 
                                   ------  ------ ------ ------ ------  ------
Earnings                             
Income (loss) from continuing
 operations before income taxes     219.7   332.8  (73.0) 348.5  751.7   594.2
Add (deduct) the following:
 Share of loss (income) of
  associated companies               (7.7)   14.2   (8.6) (20.5)   8.9     (.3)
 Amortization of capitalized
  interest                            7.6     8.8    5.4    2.2     -       - 
                                   ------  ------ ------ ------ ------  ------
    Subtotal                        219.6   355.8  (76.2) 330.2  760.6   593.9
                                   ------  ------ ------ ------ ------  ------

Fixed charges per above             105.0   136.0  138.4  136.6  181.8   225.4
Less interest capitalized during
  the period                        (11.0)  (13.9) (11.8) (11.4)  (3.6)     -
                                   ------  ------ ------ ------ ------  ------
Total earnings                     $313.6  $477.9 $ 50.4 $455.4 $938.8  $819.3
                                   ======  ====== ====== ====== ======  ======

Ratio of earnings to fixed 
  charges                            2.99    3.51     *    3.33   5.16    3.63 
                                   ======  ====== ====== ====== ======  ======

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





                                                               Exhibit 31.1


                             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: October 23, 2003                   /s/ Lawrence A. Weinbach 
                                         -------------------------
                                     Name:   Lawrence A. Weinbach
                                     Title:  Chairman, President and
                                             Chief Executive Officer



                                                               Exhibit 31.2


                             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: October 23, 2003                 /s/ Janet Brutschea Haugen 
                                         -------------------------
                                     Name:   Janet Brutschea Haugen
                                     Title:  Senior Vice President and
                                             Chief Financial Officer



                                                             Exhibit 32.1



                  CERTIFICATION OF PERIODIC REPORT

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

(1)   the Quarterly Report on Form 10-Q of the Company for the quarterly 
period ended September 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: October 23, 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



                     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 September 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: October 23, 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.