SecProbe.io

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November 2, 2007

By U.S. Mail and Facsimile to (202) 772-9210

United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, NE
Washington, DC  20549

Attn:    Jay E. Ingram
         Attorney Advisor

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

Dear Mr. Ingram:

On behalf of Unisys Corporation (the "Company"), set forth below are
the Company's responses to the comments contained in the Commission's
August 21, 2007 letter regarding the proxy statement referenced above.
For your convenience, we have repeated each of the comments set forth
in the letter and followed each comment with the Company's response.

COMMENT:
Compensation Committee, page 7

1.     With respect to the engagement of compensation consultants,
please provide the full disclosure set forth in paragraph (e)(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 Committee.  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.

RESPONSE:

Under its charter, the Compensation Committee has sole authority to
retain and terminate any outside compensation consultants, including
sole authority to approve the consultant's fees and other retention
terms.  Towers Perrin serves at the pleasure of the Committee and
performs such duties as are requested by the Committee from time to
time.  In 2006, those duties consisted primarily of providing market
data and advice to the Committee that was used to determine executive
and director compensation, particularly analyses of the Company's
executive and director compensation in comparison to the benchmark
companies.  Towers Perrin speaks with the chairman of the Compensation
Committee, as well as with management, in preparing for Committee
meetings, regularly attends Committee meetings and frequently meets in
executive session with the Committee without the presence of
management.  Future proxy statements will so state.

COMMENT:
Related Party Transactions, page 10

2.     Please provide additional detail regarding the review and
approval of related person transactions, including the specific dollar
threshold for transactions subject to review, the types of transactions
covered, 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 ratification of related person transactions
are in writing and, if not, how such policies are evidenced.  Refer to
Item 404 of Regulation S-K.

RESPONSE:

Currently the Company has not adopted a policy specifically directed at
the review, approval or ratification of related party transactions
required to be reported under Item 404(a).  However, under the Unisys
Code of Ethics and Business Conduct, all employees, officers and
directors are required to avoid conflicts of interest.  Employees
(including officers) must review with, and obtain the approval of,
their immediate supervisor and the Company's Corporate Ethics Office,
any situation (without regard to dollar amount) that may involve a
conflict of interest.  Directors should raise possible conflicts of
interest with the Chief Executive Officer or the General Counsel.  The
Code defines a conflict of interest as any relationship, arrangement,
investment or situation in which loyalties are divided between Unisys
interests and personal interests and specifically notes involvement
(either personally or through a family member) in a business that is a
competitor, supplier or customer of the Company as a particularly
sensitive area that requires careful review.  Future proxy statements
will disclose these provisions of the Code of Ethics and Business
Conduct and, if the Company adopts a specific policy directed at
related party transactions, will disclose the policy's material
features.

COMMENT:
Compensation Discussion and Analysis, page 27

3.     Please provide clear disclosure that addresses how each
compensation component and your decisions regarding these elements 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 state on page 28 that "each element of compensation is
reviewed individually and considered collectively with the other
elements of the Company's compensation program 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
qualitative discussion of the analyses underlying the Committee's
decision to make specific compensation awards and how decisions
regarding one type of award motivate the Committee to award or consider
other forms of compensation.  In order for investors to obtain a
complete understanding of your compensation programs, revise the
Compensation Discussion and Analysis to explain and place in context
how you considered each element of compensation and why determinations
with respect to one element may or may not have influenced the
Committee's decisions with respect to other allocated awards.

RESPONSE:

The Compensation Discussion and Analysis in the 2007 proxy statement
listed the following objectives of the Company's compensation program:
attract and retain executives; reward executives for achieving
financial and strategic company goals; align executive and stockholder
interests through equity-based plans; and provide a compensation
package that recognizes both individual contributions as well as
overall business results.  The disclosure went on to say, "Given these
objectives, the Company's executive compensation program is designed to
provide a mix of fixed compensation and at-risk compensation that is
heavily weighted towards variable compensation tied to the achievement
of specific business objectives and corporate financial goals (both
short-term and long-term), as well as to the attainment of the
executive's individual performance objectives.  To that end, the
principal components of executive officer compensation are:

     *      base salary;
     *      annual cash incentives tied to annual corporate and individual
            performance; and
     *      long-term incentives in the form of restricted stock units, stock
            options and/or other stock-based awards designed to give the
            executive a continuing stake in the long-term success of the
            Company and to align the executive's interests with those of
            stockholders."

Unisys believes that each element of its executive compensation program
is essential to meeting the program's overall objectives and that most
of the compensation components simultaneously fulfill one or more of
these objectives.  Base salaries, which are the only fixed component of
compensation, are used primarily to attract and retain executives
responsible for the Company's long-term success.  Annual cash incentive
compensation is "at-risk" compensation designed both to reward
executives for the achievement of short-term corporate and individual
goals and to attract and retain executives.  Long-term incentive
compensation is intended to align executive and stockholder interests,
to motivate and reward executives for long-term business success and to
attract and retain executives responsible for this long-term success.
Future proxy statements will make this clear.

Unisys has not adopted a formula to allocate total compensation among
its various components.  However, as disclosed in the 2007 proxy
statement, total target compensation, as well as each element of total
compensation, is intended to be generally consistent with the median
for the benchmark companies.  For 2006, base salaries and annual
incentive targets were generally in line with the benchmark companies,
and, because of the financial considerations set forth in the proxy
statement, long-term incentive targets were below the benchmark levels.
As a result, total target compensation was below competitive levels.
If the Company adjusts one or more elements of total compensation in
order to make total compensation more competitive, this will be
disclosed in future proxy statements.

The Company also incorporates flexibility into its compensation
programs and the assessment process to respond to and adjust for the
changing business environment and to emphasize, as needed, one or more
of its compensation objectives.  For example, in 2006, because the
Company was in the midst of a multi-year turnaround, the focus of its
compensation program was on retaining key executives and on motivating
them to achieve turnaround objectives.  Therefore the Company
instituted the 2006 Turnaround Cash Incentive Program discussed in the
2007 proxy statement and, in making decisions on base salary increases,
focused primarily on awarding increases that would bring base salaries
generally in line with the median for the benchmark companies.  To the
extent that the Company makes similar assessments and decisions in
subsequent years, these will be discussed in more detail in future
proxy statements.

COMMENT:

4.     Please provide an analysis of how you arrived 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 compensation.
Yet your disclosure also indicates that you base compensation decisions
on business strategy, internal consistency, individual and business
performance, 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
the amounts paid to each named executive officer are appropriate in
light of the various items it considered in making specific
compensation decisions.

RESPONSE:

As a general proposition, target compensation is intended to be
consistent with the median for the benchmark companies.  However,
because benchmark data can vary from year to year and because the
Compensation Committee also takes into consideration individual and
corporate performance, business strategy, internal consistency and a
subjective assessment of the relative complexity and strategic
importance of the particular position held, any given executive can be
compensated at, above or below the median benchmark levels.  The
principal factors considered in approving the components of 2006
compensation were as follows:

2006 Base Salary - Base salaries are initially determined by evaluating
the responsibilities of the position held and the experience of the
individual and comparing such salaries to the benchmark compensation
data.  As set forth in the response to Comment 2, base salaries are
used primarily to attract and retain executives.  In 2006, because the
Company was in the midst of a multi-year turnaround, the focus of its
compensation program was on retaining executives who were key to
achieving turnaround objectives.  Therefore, for 2006, increases in the
salaries of the named officers were intended primarily to bring their
base salaries generally in line with the median for the benchmark
companies.  Future proxy statements will provide similar discussion of
the principal factors considered when making decisions as to base
salary levels.

2006 Variable Annual Incentive Programs - As set forth above, annual
cash incentive compensation is "at-risk" compensation designed both to
reward executives for the achievement of short-term corporate and
individual goals and to attract and retain executives.  In 2006, the
named officers participated in two short-term incentive plans, the
Executive Variable Compensation Plan (the "EVC Plan") and the 2006
Turnaround Cash Incentive Plan (the "Turnaround Plan").

     EVC Plan - As stated in the proxy statement, no awards were made
to the named officers under this plan for 2006 because of the limited
amount of funds available and because the officers participated in the
Turnaround Plan.  However, the Turnaround Plan was a one-time plan,
aimed only at 2006, and it has not been renewed.  Therefore, for 2007,
the EVC Plan is the Company's principal plan for awarding variable
annual compensation.  Unisys believes that the disclosure in the 2007
proxy statement already clearly indicates the factors upon which this
element of compensation is based.  EVC target awards are intended to be
competitive in the market for which Unisys competes for talent and are
therefore set at or around the median for comparable positions at the
benchmark companies (except that Mr. McGrath's EVC target for 2006 was
below the median for CEOs at the benchmark companies); the actual
amount of funding available for payment to all plan participants
depends on Company performance; and amounts actually paid to an
individual from the available funding depend upon that individual's
performance.  Future proxy statements will continue to disclose the
total amount of funding made available (as a percentage of total target
awards) and, if awards are made to named officers, will discuss the
principal factors considered when determining the amount of those
awards.

     2006 Turnaround Cash Incentive Plan - This was a one-time plan
aimed at retaining key employees during a turnaround situation and at
incenting those employees to meet turnaround objectives, and it is not
in place in 2007.  Amounts paid under this plan depended on the extent
to which either the Company (in the case of Mr. McGrath and Ms. Haugen)
or the officer's business unit (in the case of the other named
officers) met revenue, cost reduction and/or cash management objectives
for 2006 and the extent to which the individual met individual goals
and/or specific strategic operational goals.  Target awards for this
plan were not based on a formula.  They were derived by considering the
individual's base salary at the time the program was implemented, the
individual's responsibility for strategic areas critical to the
Company's turnaround and the relative degree of difficulty of the
individual's particular performance objectives compared to the
performance objectives of other plan participants.  If the Company
implements other new or one-time plans in the future, future proxy
statements will provide a description of the factors the Committee
considered in approving the plan and in determining potential
compensation payable as well as amounts actually paid under the plan.

Long-Term Incentive Awards - As set forth in the 2007 proxy statement,
the size of long-term incentive awards in 2006 was determined primarily
by company affordability.  Even though the Company intends for each
element of executive compensation to be generally consistent with the
median for the benchmark companies, the Company did not want to incur
the additional compensation expense that would have been required to
make long-term incentive grants at that level.  Once the determination
was made as to the total number of shares that were affordable,
individual grants to each named officer were at approximately the same
percentage of the median for that officer's comparable position at the
benchmark companies.  Future proxy statements will disclose the factors
considered when awarding individual long-term incentive grants.

COMMENT:

5.     Please identify the companies against which you benchmark
compensation.  See Item 402(b)(2)(xiv) of Regulation S-K.

RESPONSE:

The Company will identify the compan