SecProbe.io

Mail Stop 4561

August 21, 2007

By U.S. Mail and facsimile to (215) 986-5596

Joseph W. McGrath, Chief Executive Officer
Unisys Corporation
Unisys Way
Blue Bell, PA 19424-0001

Re:  Unisys Corporation
 Definitive 14A
 Filed March 19, 2007
File No. 001-08729

Dear Mr. McGrath:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation
disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

Joseph W. McGrath
Unisys Corporation August 21, 2007 Page - 2 -

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Compensation Committee, page 7
1. With respect to the engagement of compensation consultants, please provide the
full disclosure set forth in paragraph (c)(3 )(iii) of Item 407 of Regulation S-K.
Your disclosure in this regard lacks discussion of whether Towers Perrin is
engaged directly by the Compensation Comm ittee.  Also disclose the material
elements of the instructions or directions  given to the consultant with respect to
the performance of its duties under the engagement.

Related Party Transactions, page 10
2. Please provide additional detail regarding the review and a pproval of related
person transactions, including the specific dol lar threshold for transactions subject
to review, the types of transactions c overed, and the review standards applied by
the audit committee.  In addition, please include a statement of whether or not your policies for review, approval, or ratifi cation of related person transactions is
in writing and, if not, how such policie s are evidenced.  Refer to Item 404 of
Regulation S-K.

Compensation Discussion and Analysis, page 27
3. Please provide clear disclosure that a ddresses how each compensation component
and your decisions regarding these elem ents fit into your overall compensation
objectives and their impact regarding other elements.  See Item 402(b)(1)(vi) of
Regulation S-K.  For example, you stat e on page 28 that “each element of
compensation is reviewed individually a nd considered collectiv ely with the other
elements of the Company’s compensation pr ogram to ensure that it is consistent
with the goals and objectives  of both that particular element of compensation and
the overall compensation program.”  Yet as a general matter, your disclosure
lacks sufficient quantitative or qualitativ e discussion of the analyses underlying
the Committee’s decision to make specific compensation awards and how decisions regarding one type of awar d motivate the Committee to award or
consider other forms of compensation.  In order for investors to obtain a complete
understanding of your compensation pr ograms, revise the Compensation
Discussion and Analysis to explain and place in context how you considered each element of compensation and why determin ations with respect to one element
may or may not have influenced the Comm ittee’s decisions with respect to other
allocated awards.
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Joseph W. McGrath
Unisys Corporation August 21, 2007 Page - 3 -

4. Please provide an analysis of how you a rrived at and why you paid each of the
particular levels and forms of compensation for 2006.  From a general standpoint,
it appears that the Committee relies heavily upon the extent to which compensation of Unisys’ named executive officers compares to the companies against which Unisys benchmarks comp ensation.  Yet your disclosure also
indicates that you base compensation d ecisions on business strategy, internal
consistency, individual and business pe rformance, and company affordability.
Revise the Compensation Discussion and Analysis to clearly indicate how the
Committee considered these factors when approving particular pieces of each
named executive officers’ compensation package and why the Committee believes that the amounts paid to each named executive officer are appropriate in light of the various items it considered in making specific compensation decisions.
5. Please identify the companies against which you benchmark compensation.  See
Item 402(b)(2)(xiv) of Regulation S-K.
6. Please elaborate on the role of Mr. McGrath in Unisys’ compensation processes and his input during the craf ting of compensation packages  to include a discussion
of whether or not Mr. McGrath makes recommendations to the Compensation Committee relating to measures, targets and similar items that affect his
compensation and the extent to whic h Mr. McGrath attends Compensation
Committee meetings or meets with the consultants used by the committee.

2006 Turnaround Cash Incentive Plan, page 29
7. Please provide additional analysis ab out how you determined the amount of
compensation paid under the 2006 Turnaround Cash Incentive Plan.  See Item 402(b)(1)(v) of Regulation S-K.  Provide a more focused discussion that not only
sets forth the amount of compensation aw arded under the plan but also provides
substantive analysis and insight into how  the Committee set the amount of cash to
be awarded upon attainment of the relevant perfor mance objectives.
8. Please provide quantitative disclosure of the terms of the necessary targets or
performance objectives to be achieved in order for your executive officers to earn
their incentive compensation.  To the extent  you believe that such disclosure is
not required because it would result in competitive harm such that you may omit
the disclosure under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed supplemental analys is supporting your conclusion and provide
appropriate disclosure pursuant Instruc tion 4.  In discussing how difficult it will
be for you to achieve the target levels or  other factors, pleas e provide as much
detail as necessary without disclosing information that poses a reasonable risk of competitive harm.  For example, consider disclosure that addresses the
 3

Joseph W. McGrath
Unisys Corporation August 21, 2007 Page - 4 -

relationship between historical and future achievement and the extent to which the
Committee set the incentive parameters based upon a probability that you would
achieve the performance objectives.
9. Revise the Compensation Discussion and Anal ysis to capture material differences
in compensation policies with respect to individual named executive officers.  See Section II.B.1 of Commi ssion Release No. 33-8732A.  Refer to the wide
disparities in Mr. McGrath’s salary, th e amount paid to him under the Turnaround
Incentive Plan, and the time-based restricted stock award made on March 8, 2007.  Provide a more detailed discussion of how and why the compensation of your
highest-paid named executive officer differs from that of the other named executive officers.  If polic ies or decisions re lating to a named executive officer
are materially different than the othe r officers, please discuss this on an
individualized basis.

Non-Qualified Deferred Compensation, page 41
10. Refer to the disclosure relating to earn ings based upon the performance of one or
more of the investment options availabl e under the Unisys Savings Plan.  Please
consider paragraph (i)(3)(ii) of Item 402 of Regulation S-K when drafting appropriate corresponding disclosure.

Change in Control Agreements, page 42
11. Please include a column that shows the aggregate value of benefits a named
executive officer would receive upon the occurrence of each of the disclosed
events.

Compensation of Directors, page 44
12. Revise to include the assumptions made  in the valuation of stock awards by
reference to a discussion of  those assumptions in Unis ys’ financial statements,
footnotes to the financial statements, or  discussion in Management’s Discussion
and Analysis.  See the Instruction to  Item 402(k)(2)(iii)and (iv) and the
Instruction to Item 402(k).

 Please respond to our comments by September 21, 2007 or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
 4

Joseph W. McGrath
Unisys Corporation August 21, 2007 Page - 5 -

management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 When you respond to our comments, please provide, in writing, a statement from
the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3397 with any questions.

Sincerely,

Jay E. Ingram
Attorney Advisor
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