SecProbe.io

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July 20, 2010

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Attention: Patrick Gilmore, Accounting Branch Chief

Re:  Unisys Corporation
         Form 10-K for Fiscal Year Ended December 31, 2009
         Filed February 24, 2010
         Form 10-Q for the Fiscal Quarter Ended March 31, 2010
         Filed April 30, 2010
         File No. 001-08729

Dear Mr. Gilmore:

On behalf of Unisys Corporation (the "Company"), set forth below are the
Company's responses to the comments of the Staff of the Securities and Exchange
Commission regarding the above referenced filings set forth in the Staff's
letter dated July 6, 2010.  For your convenience, we have repeated each of the
comments set forth in the Staff's letter and followed each comment with the
Company's response.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009

ITEM 1.  BUSINESS

BACKLOG, PAGE 2

COMMENT 1
Please tell us what portion of the backlog orders expected to be filled in 2010
was generated by funded government contracts and tell us what considerations
you gave to disclosing this information, if material.

RESPONSE TO COMMENT 1
At December 31, 2009, the amount of backlog expected to be filled in 2010 was
$2.6 billion, of which $.3 billion was generated by funded government contracts.
The Company did not disclose the $.3 billion given the relative amounts
involved.

ITEM 1A.  RISK FACTORS (INCORPORATED BY REFERENCE FROM THE UNISYS 2009 ANNUAL
REPORT TO STOCKHOLDERS.  EXHIBIT 13)

GENERAL

COMMENT 2
Please revise the subcaptions in future filings to adequately describe the risk
discussed in the risk factor, as well as how each risk impacts you.  See Item
503(c) of Regulation S-K.  Please note that this comment also applies to your
filings on Form 10-Q.

RESPONSE TO COMMENT 2
In future filings, the Company will review the subcaptions to determine if they
adequately describe the risk in accordance with Item 503(c) and if a subcaption
does not adequately describe the risks discussed in that particular risk factor,
the Company will revise the subcaption to more fully describe the risk and how
it affects the Company.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (INCORPORATED BY REFERENCE
FROM THE UNISYS 2009 ANNUAL REPORT TO STOCKHOLDERS, EXHIBIT 13)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION, PAGE 23

COMMENT 3
We note your disclosures on page 16 regarding your contracts with governmental
entities.  You discuss certain provisions related to these contracts that
appear to constitute fiscal funding clauses.  Please describe the nature of
your contracts with governmental entities, including the products and/or
services generally sold pursuant to these agreements.  Additionally, please
tell us how these contract provisions impact revenue recognition, and how you
considered ASC 985-605-25-38 through 25-40 and any other guidance, as
applicable.

RESPONSE TO COMMENT 3
The Company's contracts with governmental agencies generally include all of the
Company's service and product offerings, with the most significant amounts
being recognized under the Company's services offerings of outsourcing and
systems integration.  Many of the contracts are subject to fiscal funding
clauses; however, the Company does not provide products or services, nor does
it recognize revenue, until funding is authorized for the specified items.  As
such, the Company believes that it is in compliance with ASC 985-605-25-38
through 25-40.

COMMENT 4
We note your disclosure on page 16 which states that your outsourcing agreements
require that prices be benchmarked and provide for a downward adjustment to
those prices if the pricing for similar services in the market has changed.
This appears to suggest that uncertainties exist regarding your ability to
maintain fixed pricing on these contracts.  Please explain to us how you
determine that the prices on your outsourcing contracts are fixed or
determinable and the impact this has on revenue recognition.

RESPONSE TO COMMENT 4
As set forth in the Company's MD&A, certain of the Company's outsourcing
agreements have benchmarking provisions.  These provisions require the Company
to participate in a benchmarking study of its prices if the customer requests
such a study.  The purpose of the benchmarking study is to evaluate whether
market pricing assumptions determined at the outset of the contract are still
valid during later years of the contract.  In the benchmarking study, an
independent third party compares contractual rates to a range of market rates
for comparable services.  Depending on the results of the study, the parties
may then negotiate adjusted pricing.  In the Company's experience, such
adjustment is rare.  If an adjustment is made the impact to an individual
contract is prospective and has no effect on previously recognized revenue.
Amounts recognized prior to a completed benchmarking study are non-refundable.
Because (1) a benchmarking study would only be performed in the event of a
customer request, (2) any benchmarking study that is done may not result in a
price adjustment, and (3) the impact of any price adjustment that does result
from a study is prospective, revenue previously recognized is not contingent
upon future events.  The Company therefore believes that pricing in its
outsourcing contracts is fixed and determinable.

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (INCORPORATED
BY REFERENCE FROM PROXY STATEMENT FILED MARCH 18, 2010)

RISK OVERSIGHT, PAGE 15

COMMENT 5
Your disclosure does not appear to address whether your compensation policies
relate to risk-taking incentives.  See Item 402(s) of Regulation S-K.  Please
advise us of the basis for your conclusion that disclosure is not necessary and
describe the process you undertook to reach that conclusion.

RESPONSE TO COMMENT 5
Item 402(s) of Regulation S-K requires a company to discuss its policies and
practices of compensating its employees, including non-executive officers, as
they relate to risk management practices and risk-taking incentives if the
risks arising from those compensation policies and practices are reasonably
likely to have a material adverse effect on the company.  The Unisys 2010 proxy
statement did not include this discussion because the Company concluded that
its compensation policies and practices do not create risks that are reasonably
likely to have a material adverse effect on it.

In assessing whether any disclosure would be required in the 2010 proxy
statement, the Company first prepared a summary of all of its compensation
plans, including the plan name, the purpose of the plan, eligibility criteria,
any applicable performance measures, projected annualized cost of the plan at
target and the like.  The Company then prepared a qualitative program review
document that assessed the risks, including financial and operational risks, of
the Company's executive compensation plans.  This compensation risk assessment
document discussed and evaluated the structure and philosophy, design
characteristics, and performance measurement features of these plans, including
(1) the mix between fixed and variable compensation, short- and long-term
compensation, cash and equity-based compensation, and the mix of long-term
incentive vehicles, (2) design characteristics such as whether caps and
thresholds exist, whether overlapping, as opposed to end-to-end, multi-year
performance periods exist, whether claw backs are in place, and the length and
nature of vesting periods for equity awards and (3) performance measurement
features such as the extent to which incentives are determined formulaically,
the extent to which incentives are based on achieving performance at multiple
levels such as corporate, business unit and individual, whether the expected
range of performance is within acceptable risk-taking parameters and whether
performance metrics support the Company's business strategy and creation of
long-term shareholder value.  The assessment also noted any checks and balances
and other controls, such as stock ownership guidelines, the Company has put in
place that mitigate risks that could be associated with any particular
compensation design feature.  The Company also considered and evaluated the
overall risk profile and reward structure for non-executive employees.
Finally, the Company considered that no one business unit (1) carries a
significant portion of the Company's risk, (2) has compensation that is
structured differently from that of other business units, (3) is significantly
more profitable than other units, or (4) has incentive compensation expense
that is a significant percentage of its revenues.  Based on the above, the
Company concluded that its compensation policies and practices do not create
risks that are reasonably likely to have a material adverse effect on the
Company.

ITEM 11.  EXECUTIVE COMPENSATION (INCORPORATED BY REFERENCE FROM PROXY
STATEMENT FILED MARCH 18, 2010)

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

PRINCIPAL COMPONENTS OF EXECUTIVE OFFICER COMPENSATION

VARIABLE SHORT-TERM INCENTIVE COMPENSATION, PAGE 35

COMMENT 6
Your disclosure on pages 32 and 35 indicates that individual performance is an
element of the amounts awarded to your named executive officers under your
executive variable compensation plan.  In your response letter, please describe
how you evaluated individual performance and how it impacted the amounts
awarded to each of your named executive officers under your executive variable
compensation plan during the last fiscal year.  Include similar disclosure in
future filings, if applicable.

RESPONSE TO COMMENT 6
While the Company's executive variable compensation plan gives the Compensation
Committee of the Board of Directors discretion to consider individual
performance and to make awards accordingly, for 2009 awards to the named
executive officers under the plan were determined entirely by formula.  Each of
the named executive officers received his or her proportionate share of the
amount funded.  There was no adjustment to awards to take individual
performance into account.  If this is the case in future years, the Company
will so state in future filings.  In addition, to the extent that individual
performance of a named executive officer is taken into account in the future,
the Company will describe the elements of individual performance and/or
contribution that are considered.

COMMENT 7
We note your disclosures on page 37 that you have not quantified business unit
performance metrics because you do not report publicly the results of your
various business units and do not believe that disclosing the actual
performance measures used would be meaningful.  Items 402(b)(2)(v) and (vi) of
Regulation S-K require appropriate disclosure of the specific items of
performance that are taken into consideration in setting compensation policies
and making compensation decisions and how specific forms of compensation are
structured and implemented to reflect these performance items. Please tell us
whether you are relying on Instruction 4 to Item 402(b) of Regulation S-K to
omit the performance targets and, if so, tell us whether you have a competitive
harm analysis that supports your reliance on that instruction.  In addition, if
you are relying on Instruction 4, please tell us how you considered discussing
the level of difficulty associated with achieving the undisclosed target
levels, as required by the Instruction.

RESPONSE TO COMMENT 7
The Company did not disclose quantitative performance targets relating to
business unit performance because it believes, for the reasons set forth below
under "Materiality to an Understanding of the Company's Compensation Policies",
that this is not material information that is necessary to an understanding of
the Company's compensation policies and its decisions regarding the
compensation of the named executive officers.  The Company also believes, for
the reasons discussed below under "Competitive Harm", that it is permitted to
omit this information under Instruction 4 because it involves confidential
commercial information, the disclosure of which would result in substantial
competitive harm to it.

COMPETITIVE HARM

Instruction 4 to Item 402(b) of Regulation S-K provides that registrants are
not required to disclose target levels for specific quantitative performance-
related factors, the disclosure of which would result in competitive harm for
the registrant.  The standard for determining whether disclosure would cause
competitive harm is the same standard that applies when a registrant requests
confidential treatment of confidential trade secrets or confidential commercial
or financial information pursuant to Securities Act Rule 406 and Exchange Act
Rule 24b-2, each of which incorporates the criteria for non-disclosure under
Exemption 4 of the Freedom of Information Act ("FOIA") and Rule 80(b)(4)
thereunder.

Exemption 4 of FOIA exempts from the class of material that public agencies
must disclose "[t]rade secrets and commercial or financial information obtained
from a person and privileged or confidential."  The standards for determining
what constitutes confidential commercial or financial information, the
disclosure of which would cause competitive harm, have largely been addressed
in case law.  Under the case law criteria, commercial or financial information
will be deemed "confidential" if disclosure thereof would be likely "to cause
substantial harm to the competitive position of the person from whom the
information was obtained." See e.g., National Parks and Conservation
Association v. Morton, 498 F.2d765 (D.C. Cir.1974).  Another test of whether
information is confidential is whether the information is of the type that
would not customarily be released to the public by the person from whom it was
obtained.  Sterling Drug, Inc. v. Federal Trade Commission, 450 F.2d 698, 709
(D.C. Cir. 1971).  Over the years, courts have frequently characterized
information relating to business, commerce or trade as confidential.

For the reasons set forth below, the Company believes that disclosure of
quantitative business unit performance targets would cause it significant
competitive harm.

If the Company were to disclose the performance targets for its business units,
it would effectively be disclosing its confidential internal operating plans.
For 2009, the annual performance metrics for the business units were based on
these operating plans, with target annual performance levels that would result
in funding at 100%, if achieved, being the same as in the plan.  The operating
plans represent management's operating targets for the year, and the Company
does not disclose this information.  Doing so by disclosing business unit
performance targets would harm the Company's competitive position for the
following reasons:

* The business unit operating plans are based not only on historical
performance, economic factors and industry trends but also on the Company's
confidential strategic plans with regard to investments, divestitures, shifts
in business focus, cost reduction actions and the like.  This is highly
sensitive, proprietary data that the Company does not disclose publicly and
that competitors could use to the Company's disadvantage.  For example,
providing the Company's competitors with information that potentially reveals,
or from which competitors might infer or deduce, the Company's current and
longer-term corporate strategies and pricing plans could be damaging to the
execution of those plans because it would provide competitors with information
from which they could anticipate the Company's strategies and counter the
Company's efforts to execute them.

* Disclosure of business unit performa