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 April 29, 2025

Debra McCann
Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422

 Re: Unisys Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-08729
Dear Debra McCann:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
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 Document April 24, 2025 Via EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Megan Masterson and Christine Dietz Re: Unisys Corporation Form 10-K for the fiscal year ended December 31, 2024 Filed February 21, 2025 File No. 001-08729 Ladies and Gentlemen: Please allow this letter to serve as the response of Unisys Corporation’s (the “Company”) to the comments of the Staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated April 14, 2025, in response to the Company’s letter dated April 4, 2025, in response to the Staff’s letter dated March 17, 2025, regarding the Company’s Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 21, 2025 (File No. 001-08729) (the “Form 10-K”). For your convenience, our responses are prefaced by the exact text of the Staff’s comments in italicized text. Form 10-K for the fiscal year ended December 31, 2024 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Results of Operations, page 30. Comment 1. We note your response to prior comment 1 indicates that total contract value ("TCV") provides a useful leading indicator for investors to inform them of the company’s ability to generate future revenue. Although we understand that revenue is your primary measure, it is unclear why the disclosure of TCV in your filings would not provide useful information to an investor considering the extent to which you disclose and discuss these measures outside of your filings. Please revise to disclose and discuss, in future filings, the various TCV metrics that are currently provided in your earnings releases and presentations and include the limitations disclosures that were provided in your response. Refer to SEC Release No. 33-10751. Company Response: The Company acknowledges the Staff’s Comment and advises the Staff that the Company will be providing TCV disclosures in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations in future filings. Comment 2. Your response to prior comment 2 refers to L&S and Ex-L&S as Non-GAAP measures. Please explain your basis for labeling these as non-GAAP measures. Company Response: The Company acknowledges the Staff’s Comment and advises the Staff that the Company will remove references to Non-GAAP measures for the L&S and Ex-L&S disclosures within the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations in future filings. If the Staff has further questions on this letter, please do not hesitate to call me at (215) 274-1816. Respectfully Submitted, /s/ Debra McCann Debra McCann Executive Vice President and Chief Financial Officer Unisys Corporation cc: Kristen Prohl Senior Vice President, General Counsel, Secretary and Chief Administration Officer

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 April 14, 2025

Debra McCann
Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422

 Re: Unisys Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-08729
Dear Debra McCann:

 We have reviewed your April 4, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March
17, 2025 letter.

Form 10-K for the Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 30

1. We note your response to prior comment 1 indicates that total contract
value ("TCV")
 provides a useful leading indicator for investors to inform them of the
company s
 ability to generate future revenue. Although we understand that revenue
is your
 primary measure, it is unclear why the disclosure of TCV in your filings
would not
 provide useful information to an investor considering the extent to
which you disclose
 and discuss these measures outside of your filings. Please revise to
disclose and
 discuss, in future filings, the various TCV metrics that are currently
provided in your
 earnings releases and presentations and include the limitations
disclosures that were
 provided in your response. Refer to SEC Release No. 33-10751.
 April 14, 2025
Page 2
2. Your response to prior comment 2 refers to L&S and Ex-L&S as Non-GAAP
 measures. Please explain your basis for labeling these as non-GAAP
measures.

 Please contact Megan Masterson at 202-551-3407 or Christine Dietz at
202-551-3408
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
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 Document April 4, 2025 Via EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Megan Masterson and Christine Dietz Re: Unisys Corporation Form 10-K for the fiscal year ended December 31, 2024 Filed February 21, 2025 File No. 001-08729 Ladies and Gentlemen: On behalf of Unisys Corporation (the “Company”), set forth below are the responses to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance by letter dated March 17, 2025, with respect to the Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 21, 2025 (the “Form 10-K”), File No. 001-08729. For your convenience, our responses are prefaced by the exact text of the Staff’s comments in italicized text. Form 10-K for the fiscal year ended December 31, 2024 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 30. Comment 1. We note that you disclose various sales metrics including total contract value (TCV), TCV ex-L&S new business and renewals and TCV L&S in your Form 8-K earnings releases and investor presentations. Please tell us what consideration was given to disclosing these measures in your MD&A or tell us what measures management uses to monitor your ability to retain and grow existing customers across your business and include a quantified discussion of such measures. Refer to SEC Release No. 33-10751. Company Response: The Company acknowledges the Staff’s Comment and advises the Staff that the Company does not consider Total Contract Value (“TCV”) to be a key operating metric that is necessary for an understanding or evaluation of the Company’s results of operations, financial condition and changes in financial condition under the requirements of Item 303(a) of Regulation S-K. The Company includes TCV in its earnings releases and investor presentations because it believes TCV does provide a useful leading indicator for investors to inform them of the Company’s ability to generate future revenue. The Company acknowledges, however, that TCV has limitations as it does not take into consideration revenue recognition standards or other factors such as early contract termination and it is not directly representative of the revenue generated during the applicable reporting period. The Company’s key performance metrics include revenue, gross profit, gross profit margin and operating income (loss), which are reported within the Company’s Form 10-K for the fiscal year ended December 31, 2024 (“2024 Form 10-K”). The Company believes these metrics are the most meaningful measures to assess the Company’s performance and are the key metrics that management uses to manage the Company. The Company considers revenue to be the primary metric to monitor its ability to retain and grow existing customers. The Company monitors revenue on a consolidated basis and through the performance of its reportable segments. In future earnings releases and investor presentations, the Company will update its TCV definition to further highlight its inherent limitations as follows: “Total Contract Value (“TCV”) represents the estimated revenue related to contracts signed in the period without regard for early termination or revenue recognition rules. The Company believes that actual revenue reflects the most relevant measure necessary to understand the Company’s results of operations, but TCV can be a useful leading indicator of the Company’s ability to generate future revenue over time subject to certain inherent limitations. For example, measuring TCV involves the use of estimates and judgments and the extent and timing of conversion of TCV to revenue may be impacted by, among other factors, the types of services and solutions sold, contract duration, the pace of client spending, actual volumes of services delivered as compared to the volumes anticipated at the time of sale, and contract modifications, including terminations, over the lifetime of a contract. Therefore, investors are cautioned that TCV should not be relied upon as a substitute for, or considered in isolation from, measures in accordance with Generally Accepted Accounting Principles.” Comment 2. We note that you disclose and discuss extensively L&S and ex-L&S revenue and gross profit in your earnings releases, calls and investor presentations which would appear to indicate that management believes that this is useful information to an investor and that it provides insight into management’s perspective on the company’s business performance. Please tell us what consideration was given to disclosing this information in your results of operations section of your MD&A. Refer to Item 303(a) of Regulation S-K. As part of your response, please explain to us the products and types of revenues included in L&S. Company Response: The Company acknowledges the Staff’s Comment. Revenue from license and support (“L&S”) represents software license and related support services, primarily ClearPath Forward®, within the Company's Enterprise Computing Solutions (“ECS”) segment. The excluding license and support (“Ex-L&S”) revenue and gross profit measures exclude the revenue and gross profit margin associated with software license and related support services within the Company’s ECS segment. The Company provides L&S and Ex-L&S measures to allow investors to isolate in some instances the impact of software license renewals, which tend to be significant and impactful based on renewal timing, and related support services in order to evaluate the Company’s business outside of these areas. In future filings, the Company will explain changes in consolidated revenue and gross margin and, as applicable, changes in revenue and gross profit from L&S and Ex-L&S in the MD&A. The Company will provide a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and reported in accordance with GAAP. An example based on the 2024 Form 10-K of the Non-GAAP reconciliations the Company expects to provide in the MD&A in the future is set forth below: Non-GAAP Financial Measures The Company’s Non-GAAP financial measures included within our disclosures are Ex-L&S and L&S revenue, gross profit and gross profit margin. L&S represents software license and related support revenue within the Company's ECS segment and Ex-L&S excludes revenue, gross profit and gross profit margin in connection with software license and related support revenue within the Company’s ECS segment. These Non-GAAP financial measures are often provided and utilized by the Company’s management, analysts, and investors to isolate in some instances the impact of software license renewals, which tend to be significant and impactful based on the renewal timing, and related support services in order to evaluate the Company’s business outside of these areas. These measures are provided in addition to and not as substitutes for, or considered in isolation from, measures calculated in accordance with GAAP. Other companies may calculate and define similarly labeled items differently, which may limit the usefulness of these measures for comparative purposes. The following table represents a reconciliation of these Non-GAAP financial measures to the most directly comparable financial measures calculated and reported in accordance with GAAP: (In millions, except numbers presented as percentages) FY24 Revenue $ 2,008.4   L&S revenue 431.5  Ex L&S revenue $ 1,576.9  Gross profit $ 585.9   L&S gross profit 308.3  Ex-L&S gross profit $ 277.6  Gross profit percent 29.2   % L&S gross profit percent 71.4  % Ex-L&S gross profit percent 17.6  % If the Staff has further questions on this letter, please do not hesitate to call me at (215) 274-1816. Respectfully Submitted, /s/ Debra McCann Debra McCann Executive Vice President and Chief Financial Officer Unisys Corporation cc: Kristen Prohl Senior Vice President, General Counsel Secretary and Chief Administration Officer

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 March 26, 2025

 Via EDGAR Submission

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Megan Masterson and Christine Dietz

 Re: Unisys Corporation

 Form 10-K for the fiscal year ended December 31,
2024

 Filed February 21, 2025

 File No. 001-08729

 Ladies and Gentlemen:

 Unisys Corporation (the "Company") acknowledges receipt
of comments received from the staff of the U.S. Securities and Exchange Commission's (the "Commission") Division of
Corporation Finance by letter dated March 17, 2025, with respect to the Form 10-K for the fiscal year ended December 31,
2024, filed with the Commission on February 21, 2025 (collectively, the "Letter"), File No. 001-08729.

 As discussed, the Company intends to respond to the Letter by Friday,
April 11, 2025.

 If the Staff has any questions, please do not hesitate to call me at
(215) 274-1816.

 Respectfully Submitted,

 /s/ Debra McCann

 Debra McCann

 Executive Vice President and Chief Financial Officer

 Unisys Corporation

 cc: Kristen Prohl

 Senior Vice President, General Counsel

 Secretary and Chief Administration Officer

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<TEXT>
 March 17, 2025

Debra McCann
Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422

 Re: Unisys Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-08729
Dear Debra McCann:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 30

1. We note that you disclose various sales metrics including total contract
value (TCV),
 TCV ex-L&S new business and renewals and TCV L&S in your Form 8-K
earnings
 releases and investor presentations. Please tell us what consideration
was given to
 disclosing these measures in your MD&A or tell us what measures
management uses
 to monitor your ability to retain and grow existing customers across
your business and
 include a quantified discussion of such measures. Refer to SEC Release
No. 33-
 10751.
 March 17, 2025
Page 2
2. We note that you disclose and discuss extensively L&S and ex-L&S revenue
and
 gross profit in your earnings releases, calls and investor presentations
which would
 appear to indicate that management believes that this is useful
information to an
 investor and that it provides insight into management s perspective on
the company s
 business performance. Please tell us what consideration was given to
disclosing this
 information in your results of operations section of your MD&A. Refer to
Item 303(a)
 of Regulation S-K. As part of your response, please explain to us the
products and
 types of revenues included in L&S.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Megan Masterson at 202-551-3407 or Christine Dietz at
202-551-3408
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
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United States securities and exchange commission logo
September 29, 2023
Debra McCann
Executive Vice President and Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
Re:Unisys Corporation
Definitive Proxy Statement on Schedule 14A
Filed March 24, 2023
File No. 001-08729
Dear Debra McCann:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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Document

September 21, 2023

Via EDGAR Submission

Disclosure Review Program

Division of Corporation Finance

United States Securities and Exchange Commissions

Washington, D.C. 20549

Re: Unisys Corporation

Definitive Proxy Statement on Schedule 14A

Filed March 24, 2023

File No. 001-08729

Ladies and Gentlemen:

This letter is submitted in response to the comments contained in the letter dated September 13, 2023, from the Disclosure Review Program of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission to Debra McCann, Executive Vice President and Chief Financial Officer of Unisys Corporation (the “Company”), regarding the Company’s Definitive Proxy Statement on Schedule 14A filed on March 24, 2023 (the “2023 Proxy”).

The comments and responses set forth below are keyed to the numbering of the comments and the headings used in the Staff’s September 13, 2023, letter.

Definitive Proxy Statement on Schedule 14A filed March 24, 2023

Pay versus Performance, page 59

1.Please ensure that the graphic under the heading "Description of Relationship Between Company TSR and Peer Group TSR" is correctly labeled to indicate the relevant fiscal years shown in the graphic.

Company Response:

The Company acknowledges the Staff’s comment.  The fiscal years labels were inadvertently left off the graphic under the heading “Description of Relationship Between Company TSR and Peer Group TSR” in the 2023 Proxy. The Company confirms that its future proxy disclosures shall correctly label the relevant fiscal years shown in any pay-versus-performance graphics.

2.We note that you have included Non-GAAP Operating Profit as your Company-Selected Measure pursuant to Regulation S-K Item 402(v)(2)(vi). Please include your Company-Selected Measure in the Tabular List provided pursuant to Regulation S-K Item 402(v)(6).

Company Response:

The Company acknowledges the Staff’s comment and confirms that its future proxy disclosures shall include the Company-Selected Measure disclosed pursuant to Regulation S-K Item

402(v)(2)(vi) in the Tabular List of the Most Important Financial Measures provided pursuant to Regulation S-K Item 402(v)(6).

If the Staff has further questions on this letter, please do not hesitate to call me at (215) 274-1816.

Sincerely,

 /s/ Debra McCann

 Debra McCann

 Executive Vice President and Chief Financial Officer

 Unisys Corporation

United States securities and exchange commission logo
September 13, 2023
Debra McCann
Executive Vice President and Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
Re:Unisys Corporation
Definitive Proxy Statement on Schedule 14A
Filed March 24, 2023
File No. 001-08729
Dear Debra McCann:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed March 24, 2023
Pay versus Performance, page 59
1.Please ensure that the graphic under the heading "Description of Relationship Between
Company TSR and Peer Group TSR" is correctly labeled to indicate the relevant fiscal
years shown in the graphic.
2.We note that you have included Non-GAAP Operating Profit as your Company-Selected
Measure pursuant to Regulation S-K Item 402(v)(2)(vi). Please include your Company-
Selected Measure in the Tabular List provided pursuant to Regulation S-K Item 402(v)(6).

 FirstName LastNameDebra McCann
 Comapany NameUnisys Corporation
 September 13, 2023 Page 2
 FirstName LastName
Debra McCann
Unisys Corporation
September 13, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jane Park at 202-551-7439 or Jennifer Zepralka at 202-551-2243 with any
questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

United States securities and exchange commission logo
September 20, 2022
Peter Altabef
Chair and Chief Executive Officer
Unisys Corporation
801 Lakeview Drive
Blue Bell, Pennsylvania 19422
Re:Unisys Corporation
Form 10-K for the fiscal year ended December 31, 2021
Filed February 22, 2022
File No. 001-08729
Dear Mr. Altabef:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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September 12, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Megan Akst, Senior Staff Accountant and Christine Dietz, Senior Staff Accountant

Re: Unisys Corporation

Form 10-K for the fiscal year ended December 31, 2021

Filed February 22, 2022

Form 8-K furnished August 3, 2022

File No. 001-08729

Dear Ms. Akst and Ms. Dietz:

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 August 31, 2022. For your convenience, we have repeated the comments set forth in the Staff’s letter in bold text below and followed the comment with the Company’s response.

* * *

Form 10-K for the fiscal year ended December 31, 2021

Consolidated Financial Statements

Note 1 - Summary of significant accounting policies Revenue recognition, page 42

Comment 1

We note your disclosure that managed services, application management, business process outsourcing and other cloud-based services arrangements, generally consist of a single performance obligation comprised of services that are substantially the same, have the same pattern of transfer but that the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, is not distinct. This differs from your prior disclosures and your responses to comments 3 and 5 of your letter dated April 18, 2019 which appear to indicate that these services were distinct and that you were applying the series guidance.  Supplementally explain what has changed, why the series guidance is no longer applied and tell us what accounting guidance you have applied when determining these services are not distinct and should be combined into one performance obligation.

Response to Comment 1

The Company’s revenue recognition policy has not changed.  Going forward our Form 10-K disclosure will state the following:  In managed services, application management, business process outsourcing and other cloud-based services arrangements, the arrangement generally consists of a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer. The company applies a measure of progress (typically time-based) to any fixed consideration and allocates variable consideration to the periods of service, which are typically monthly or quarterly, based on usage. As a result, revenue is recognized over the period the services are provided either on a straight-line basis or

on a usage basis, depending on the terms of the arrangement (such as whether the company is standing ready to perform or whether the contract has usage-based metrics). This results in revenue recognition that corresponds with the value to the client of the services transferred to date relative to the remaining services promised.

Comment 2

Further explain how you generate revenues from application management services (i.e., nature of services provided and the material terms of the contracts with your customers) and how the criteria of ASC 606 is applied. Refer to ASC 606-10-25-14 through 25-22.

Response to Comment 2

Application management is the process of streamlining an organization’s portfolio of applications in an effort to increase utilization and efficiency, improve business performance and enhance the customer experience.  The Company’s application management services are priced and invoiced on either a fixed-price, usage or time-and-material basis, generally with a three to five year term and with payment due monthly or annually in advance. Occasionally the contracts contain predetermined and measurable service level agreement penalties, however the Company has an established history of meeting these criteria without incurring significant penalties. Depending on the terms of the contract, the customer may or may not have the right to cancel the arrangement for convenience within a set notice period.

For each fixed price or usage based contract, the Company assesses the individual services and licenses promised in the customer contract and identifies as a performance obligation each promise to transfer to the customer a service or a license (or bundle of services and/or licenses) that is distinct. Additionally, the Company identifies as a performance obligation its promise to transfer to the customer a series of goods or services that are substantially the same and that have the same pattern of transfer to the customer.

In these arrangements, the Company typically provides continuous or stand-ready services to the customer over stated periods that are substantially the same and have a similar pattern of transfer, and the Company accounts for these services as a single performance obligation.  For those contracts that include the sale of a software license, the software license is considered a separate performance obligation. In those cases, revenue for an initial software license is recognized when the customer obtains control of the license (which is usually the inception of the license term); and revenue from an extension or renewal of a license is recognized when the extension or renewal term begins.

These contracts sometimes include setup activities, however these activities provide no incremental benefit to the customer beyond enabling the customer to access the service, and so they are not considered a performance obligation pursuant to ASC 606-10-25-19.  Any fees charged to the customer to compensate for these activities are accounted for as an up-front payment.

Note 8 - Income taxes, page 52

Comment 3

You disclose on page 22 that the change in income taxes from fiscal 2020 to 2021 is primarily due to a $51.5 million benefit related to the pension plan settlement losses. However, based on the reconciliation of your effective tax rate on page 52, there appears to be other factors that contributed to the change in your tax provision (benefit) during this period. Please revise to include a quantitative discussion in your MD&A of each of the

factors that contributed significantly to your tax provision (benefit) and discuss any material items that are not expected to impact your effective tax rate in the future.  Refer to Item 303 of Regulation S-K.  In addition, revise your footnote disclosures to include a discussion of any significant reconciling items as well as to provide additional insight into the offsetting items that effected the valuation allowance as noted on page 53.

Response to Comment 3

Other than the tax benefits for pension settlements and tax rate changes, there are no other factors that contributed significantly to the year over year change in the tax provision or benefit.

In future filings, the Company will include a discussion of any significant reconciling items in the effective tax rate reconciliation and comments as to whether such items are anticipated to impact the income tax provision or benefit in the future. Additionally going forward in our Form 10-K, the Company will provide insight into the offsetting items that impacted the valuation allowance as noted on page 53 including items impacting the income tax provision or benefit as well as those impacting the balance sheet only. For the last two years the further disaggregated activity impacting the valuation allowance was as follows:

During 2021, the company’s valuation allowance declined by $45.3 million principally due to increases related to actuarial pension adjustments of $99.5 million, expired net operating losses/tax credits of $50.0 million and translation adjustments of $18.4 million offset by recognition of a net income tax expense of $(102.1) million (which includes U.S. pension activity of $(84.9) million), and other activity of $(20.5) million.

During 2020, the company’s valuation allowance declined by $253.2 million principally due to increases related to the recognition of a net income tax benefit of $189.0 million (which includes U.S. pension activity of $141.7 million), actuarial pension adjustments of $41.8 million, expired net operating losses/tax credits of $28.9 million and other activity of $14.4 million offset by translation adjustments of $(20.9) million.

Note 21 - Segment information, page 76

Comment 4

We note that a significant amount of the company’s revenue is derived from international operations. Tell us whether any individual foreign county included within the “other foreign” revenue category is material and how you considered the guidance in ASC 28010-50-41(a) to disclose those revenues.

Response to Comment 4

Similar to the 10 percent tests provided in ASC 280-10-50-12, the Company uses a 10% threshold when disclosing geographic area information in its segment footnote.  On page 78 of the Company’s Form 10-K, the Company discloses its geographic breakdown of revenue.  For international revenue, the only country that was 10% or more of total revenue was the United Kingdom.  There was no individual country included in “other foreign” that amounted to 10% or more of total revenue.

Note 22 - Remaining performance obligations, page 79

Comment 5

We note your disclosure here and on page 23 of your Form 10-Q for the quarterly period ended June 30, 2022.  Please revise to disclose in what periods you expect to recognize the additional remaining performance obligations and how your current disclosures reflect the appropriate time bands for your arrangements.  In this regard, we note that you only disclose here the amount to be recognized in 2022 and in the Form 10-Q you only disclose amounts to be recognized in 2022 and 2023.  Refer to ASC 606-10-50-13(b).

Response to Comment 5

In future filings, the Company will disclose additional time bands for the run off of its remaining performance obligations.

The amounts at December 31, 2021 were as follows:  At December 31, 2021, the company had approximately $0.7 billion of remaining performance obligations estimated to be recognized as revenue as follows:  2022, 34%; 2023, 29%; 2024, 16%; and 21% thereafter.

The amounts at June 30, 2022 were as follows:  At June 30, 2022, the company had approximately $0.6 billion of remaining performance obligations estimated to be recognized as revenue as follows: remainder of 2022, 19%; 2023, 35%; 2024, 19%; and 27% thereafter.

Form 8-K furnished August 3, 2022

2022 Financial Guidance, page 3

Comment 6

Please revise to include a quantitative reconciliation of your FY 2022 financial guidance non-GAAP measures to the most directly comparable GAAP measures, or include a statement that such reconciliation is not practicable without unreasonable effort. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations.

Response to Comment 6

A reconciliation of the FY 2022 financial guidance non-GAAP measures to the most directly comparable GAAP measure in the Company’s Form 8-K furnished August 3, 2022 was not practicable without unreasonable effort due to significant uncertainty of certain items included/excluded from the GAAP financial measures. These items, which include the future impact of postretirement expense and other cost-reduction activities and other expenses, are difficult to predict and could be material to the Company’s results of operations in accordance with GAAP.

In the future if the Company discloses financial guidance that includes non-GAAP measures, it will provide a reconciliation of such non-GAAP measures to the most directly comparable GAAP measures unless such reconciliation is not practicable without unreasonable effort, in which case the Company will include a statement to that effect.

In addition, the Company acknowledges that:

•the Company and its management are responsible for the accuracy and adequacy of the disclosures in the filings;

•staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company hopes that the above is responsive to the Staff’s comments.

Very truly yours,

UNISYS CORPORATION

/s/ Erin Mannix

Vice President and Chief Accounting Officer

(Chief Accounting Officer)

CC: PricewaterhouseCoopers LLP

United States securities and exchange commission logo
August 31, 2022
Peter Altabef
Chair and Chief Executive Officer
Unisys Corporation
801 Lakeview Drive
Blue Bell, Pennsylvania 19422
Re:Unisys Corporation
Form 10-K for the fiscal year ended December 31, 2021
Filed February 22, 2022
Form 8-K furnished August 3, 2022
File No. 001-08729
Dear Mr. Altabef:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Consolidated Financial Statements
Note 1 - Summary of significant accounting policies
Revenue recognition, page 42
1.We note your disclosure that managed services, application management, business process
outsourcing and other cloud-based services arrangements, generally consist of a single
performance obligation comprised of services that are substantially the same, have the
same pattern of transfer but that the promise to transfer the individual services is not
separately identifiable from other promises in the contracts and, therefore, is not distinct.
This differs from your prior disclosures and your responses to comments 3 and 5 of your
letter dated April 18, 2019 which appear to indicate that these services were distinct and
that you were applying the series guidance.  Supplementally explain what has changed,
why the series guidance is no longer applied and tell us what accounting guidance you

 FirstName LastNamePeter Altabef
 Comapany NameUnisys Corporation
 August 31, 2022 Page 2
 FirstName LastNamePeter Altabef
Unisys Corporation
August 31, 2022
Page 2
have applied when determining these services are not distinct and should be combined
into one performance obligation.
2.Further explain how you generate revenues from application management services (i.e.,
nature of services provided and the material terms of the contracts with your customers)
and how the criteria of ASC 606 is applied. Refer to ASC 606-10-25-14 through 25-22.

Note 8 - Income taxes, page 52
3.You disclose on page 22 that the change in income taxes from fiscal 2020 to 2021 is
primarily due to a $51.5 million benefit related to the pension plan settlement losses.
However, based on the reconciliation of your effective tax rate on page 52, there appears
to be other factors that contributed to the change in your tax provision (benefit) during this
period. Please revise to include a quantitative discussion in your MD&A of each of the
factors that contributed significantly to your tax provision (benefit) and discuss any
material items that are not expected to impact your effective tax rate in the future.  Refer
to Item 303 of Regulation S-K.  In addition, revise your footnote disclosures to include a
discussion of any significant reconciling items as well as to provide additional insight into
the offsetting items that effected the valuation allowance as noted on page 53.
Note 21 - Segment information, page 76
4.We note that a significant amount of the company’s revenue is derived from international
operations. Tell us whether any individual foreign county included within the “other
foreign” revenue category is material and how you considered the guidance in ASC 280-
10-50-41(a) to disclose those revenues.
Note 22 - Remaining performance obligations, page 79
5.We note your disclosure here and on page 23 of your Form 10-Q for the quarterly period
ended June 30, 2022.  Please revise to disclose in what periods you expect to recognize
the additional remaining performance obligations and how your current disclosures reflect
the appropriate time bands for your arrangements.  In this regard, we note that you only
disclose here the amount to be recognized in 2022 and in the Form 10-Q you only
disclose amounts to be recognized in 2022 and 2023.  Refer to ASC 606-10-50-13(b).
Form 8-K furnished August 3, 2022
2022 Financial Guidance, page 3
6.Please revise to include a quantitative reconciliation of your FY 2022 financial
guidance non-GAAP measures to the most directly comparable GAAP measures, or
include a statement that such reconciliation is not practicable without unreasonable effort.
Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.10 of the Non-GAAP
Compliance and Disclosure Interpretations.

 FirstName LastNamePeter Altabef
 Comapany NameUnisys Corporation
 August 31, 2022 Page 3
 FirstName LastName
Peter Altabef
Unisys Corporation
August 31, 2022
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Megan Akst, Senior Staff Accountant at 202-551-3407 or Christine
Dietz, Senior Staff Accountant at 202-551-3408 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

May 9, 2019
Michael Thomson
Interim Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
Re:Unisys Corporation
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 4, 2019
File No. 001-08729
Dear Mr. Thomson:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

CORRESP
1
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		Document

April 18, 2019

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Christine Dietz, Assistant Chief Accountant

Re:    Unisys Corporation

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 4, 2019

Form 8-K Furnished February 12, 2019

File No. 001-08729

Dear Ms. Dietz:

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 April 8, 2019. For your convenience, we have repeated the comments set forth in the Staff’s letter in bold text below and followed the comment with the Company’s response.

*   *   *

Form 10-K for the Fiscal Year Ended December 31, 2018

Risk Factors, page 10

Comment 1

Considering your operations in the United Kingdom (“U.K.") as well as the U.K. pension plan, please tell us what consideration was given to including risk factor disclosure for Brexit.

Response to Comment 1

The Company did give consideration to including risk factor disclosure for Brexit. While we believe the risk factors outlined in the Company's Form 10-K generally address the uncertainties and risks associated with possible events such as Brexit, including, global economic, trade and regulatory uncertainty, we intend to add the following risk factor to our next quarterly report on Form 10-Q:

•

 The impact of Brexit could adversely affect the company’s operations in the United Kingdom as well as the funded status of the company’s U.K. pension plans.

The impact of the decision by the United Kingdom to withdraw from the European Union, commonly referred to as “Brexit”, and the resulting effect on the political and economic future of the U.K. and the European Union is uncertain. Depending on the outcome, the company may decide to alter its European operations to respond to the new business, legal, regulatory, tax and trade environments that may result, which may adversely affect the company’s financial results. In addition, uncertainty regarding Brexit could cause a slowdown in economic activity in the U.K., the European Union or globally. As a result of these possible effects, among others, Brexit could adversely impact the company’s operations in the U.K., cause increased volatility in the measurement of the pension assets or benefit obligations in the company’s U.K. pension plans, as well as adversely affect the funded status of the company’s U.K. pension plans.

*   *   *

Notes to Consolidated Financial Statements

Note 1 - Summary of significant accounting policies

Revenue recognition, page 38

Comment 2

Please tell us and disclose, if material, the amount of lease revenue that is outside the scope of ASC 606. Refer to ASC 606-10-50-4 (a).

Response to Comment 2

The amount of lease revenue outside the scope of ASC 606 is immaterial.

*   *   *

Comment 3

You disclose that for time and materials service contracts and outsourcing contracts you recognize revenue either using an output method or on a straight-line basis. Please tell us which methods are used for the contracts mentioned. Revise to provide a description of the output method used and disclose why the methods noted are a faithful depiction of the transfer of goods or services. Refer to ASC 606-10-50-18.

Response to Comment 3

The Company will include the following language in future filings:

In services arrangements, the company typically satisfies the performance obligation and recognizes revenue over time, because the client simultaneously receives and consumes the benefits provided as the company performs the services. The company’s services are provided on a time-and-material basis, as a fixed-price contract or as a fixed-price per measure of output contract.

Revenue from time-and-material contracts is recognized on an output basis as labor hours are delivered and/or direct expenses are incurred.

In outsourcing contracts, including managed services, application management, business process outsourcing and other cloud-based services arrangements, the arrangement generally consists of a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The company applies a measure of progress (typically time-based) to any fixed consideration and allocates variable consideration to the distinct periods of service based on usage. As a result, revenue is generally recognized over the period the services are provided either on a straight-line basis or on a usage basis, depending on the terms of the arrangement (such as whether the company is standing ready to perform or whether the contract has usage-based metrics).  This results in revenue recognition that corresponds with the value to the client of the services transferred to date relative to the remaining services promised.

*   *   *

Comment 4

We note your references to “multiple element” and “multiple deliverable” arrangements. Please remove these references as they are not contemplated in ASC 606.

Response to Comment 4

The Company will revise future filings to remove these references.

*   *   *

Comment 5

You disclose that “many” of your contracts have a single performance obligation. Please help us understand the nature of the goods and services transferred in these contracts and provide us with your analysis

regarding how you determined that the goods and services in these contracts should be combined. Refer to ASC 606-10-25-19 through 22.

Response to Comment 5

The Company’s primary service contract arrangements include cloud and infrastructure services, including outsourcing, and other managed services; application management services or business process services. In these contracts, among other items, the Company typically provides call center services, provides break/fix services, performs installs and de-installs of IT equipment, processes checks or processes mortgage applications.

For each contract, the Company considers the individual services contracted for to determine if they are distinct from one another, primarily focusing on if the service is separately identifiable from other promises in the contract. These arrangements typically reflect a single performance obligation that comprises a series of distinct services which are substantially the same and provided over a period of time using the same measure of progress.  In these arrangements, the Company provides continuous or stand-ready services to the customer that consist of distinct service periods that are substantially the same, distinct and have a similar pattern of transfer. These contracts often include upfront fees for setup activities, however these services are not considered to be distinct based on the guidance in ASC 606-10-25-19 because the customer is not able to benefit from the services independently of the other services to be provided under the contract. The Company accounts for these contracts as a single performance obligation that is a series of distinct services in accordance with ASC 606-10-25-15.

*   *   *

Comment 6

You disclose that you use the “percent discount off of list approach” when estimating standalone selling price. Please explain what this “approach” is, how it is applied and for which performance obligations you use it.

Response to Comment 6

Under this approach, the Company estimates its standalone selling prices by reference to discounts offered off of the Company’s published list prices, which are created based on current, reasonably available data points adjusted for market conditions (e.g., competition and market trends) and entity-specific factors (e.g., pricing strategies). This method is used for estimating the standalone selling prices for the Company’s proprietary hardware and software offerings.

*   *   *

Form 8-K Furnished February 12, 2019

Exhibit 99, page 1

Comment 7

We note you disclose Adjusted EBITDA margin. Please revise throughout your earnings release to disclose, with equal or greater prominence, the most directly corresponding GAAP measure, Net Income margin. Refer to Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations. Also, revise to reconcile Adjusted EBITDA margin to the most directly comparable GAAP financial measure as required by Item 10(e)(1)(i) of Regulation S-K.

Response to Comment 7

In future earnings releases, the Company will revise the release to disclose, with equal or greater prominence, Net Income margin. In addition, the Company will also revise its exhibit to reconcile Adjusted EBITDA margin to Net Income margin. A revised December 2018 exhibit is shown below.

UNISYS CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP

 (Unaudited)

(Millions)

EBITDA

 Three Months Ended

 Year Ended

 December 31,

 December 31,

  2018

  2017

  2018

  2017

Net income (loss) attributable to Unisys Corporation common shareholders

 $

 25.0

 $

 50.5

 $

 75.5

 $

 (65.3

 )

Net income (loss) attributable to noncontrolling interests

 (0.8

 )

 4.0

 3.4

 (1.3

 )

Interest expense, net of interest income of $2.7, $2.7, $11.7, $9.9 respectively**

 13.1

 13.7

 52.3

 42.9

Provision (benefit) for income taxes

 13.9

 (27.1

 )

 64.3

 (5.5

 )

Depreciation

 27.3

 24.5

 107.2

 93.4

Amortization

 14.1

 16.0

 56.9

 63.1

EBITDA

 $

 92.6

 $

 81.6

 $

 359.6

 $

 127.3

Topic 606 adjustment

 $

 —

 $

 —

 $

 (53.0

 )

 $

 —

Postretirement expense

 25.9

 23.6

 *

 84.1

 98.1

 *

Cost reduction and other expense***

 16.5

 49.1

 10.3

 149.6

Non-cash share based expense

 3.2

 2.6

 13.2

 11.2

Other (income) expense adjustment****

 (3.7

 )

 4.0

 8.3

 18.9

Adjusted EBITDA

 $

 134.5

 $

 160.9

 *

 $

 422.5

 $

 405.1

 *

*Certain amounts have been reclassified to conform to the current-year presentation.

**Included in other (income) expense, net on the consolidated statements of income

***Reduced for depreciation and amortization included above

****Other (income) expense, net as reported on the consolidated statements of income less postretirement expense, interest income and items included in cost reduction and other expense

 Three Months Ended

 Year Ended

 December 31,

 December 31,

  2018

  2017

  2018

  2017

Revenue

 $

 760.9

 $

 744.8

 $

 2,825.0

 $

 2,741.8

Non-GAAP revenue

 754.6

 744.8

 2,762.6

 2,741.8

Net income as a percentage of revenue

 3.3

 %

 6.8

 %

 2.7

 %

 (2.4

 )%

EBITDA as a percentage of revenue

 12.2

 %

 11.0

 %

 12.7

 %

 4.6

  %

Adjusted EBITDA as a percentage of Non-GAAP revenue

 17.8

 %

 21.6

 %

 15.3

 %

 14.8

  %

*   *   *

In addition, the Company acknowledges that:

•

 the Company and its management are responsible for the accuracy and adequacy of the disclosures in the filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company hopes that the above is responsive to the Staff’s comments.

Very truly yours,

UNISYS CORPORATION

/s/ Michael M. Thomson

Michael M. Thomson

Vice President and Corporate Controller

(Principal Accounting Officer)

April 8, 2019
Inder Singh
Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
Re:Unisys Corporation
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 4, 2019
Form 8-K Furnished February 12, 2019
File No. 001-08729
Dear Mr. Singh:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Risk Factors, page 10
1.Considering your operations in the United Kingdom (“U.K.") as well as the U.K. pension
plan, please tell us what consideration was given to including risk factor disclosure for
Brexit.
Notes to Consolidated Financial Statements
Note 1 - Summary of significant accounting policies
Revenue recognition, page 38
2.Please tell us and disclose, if material, the amount of lease revenue that is outside the
scope of ASC 606.  Refer to ASC 606-10-50-4 (a).

 FirstName LastNameInder Singh
 Comapany NameUnisys Corporation
 April 8, 2019 Page 2
 FirstName LastName
Inder Singh
Unisys Corporation
April 8, 2019
Page 2
3.You disclose that for time and materials service contracts and outsourcing contracts you
recognize revenue either using an output method or on a straight-line basis.  Please tell us
which methods are used for the contracts mentioned.  Revise to provide a description of
the output method used and disclose why the methods noted are a faithful depiction of the
transfer of goods or services.  Refer to ASC 606-10-50-18.
4.We note your references to “multiple element” and “multiple deliverable” arrangements.
Please remove these references as they are not contemplated in ASC 606.
5.You disclose that “many” of your contracts have a single performance obligation.  Please
help us understand the nature of the goods and services transferred in these contracts and
provide us with your analysis regarding how you determined that the goods and services
in these contracts should be combined. Refer to ASC 606-10-25-19  through 22.
6.You disclose that you use the “percent discount off of list approach” when estimating
standalone selling price.  Please explain what this “approach” is, how it is applied and for
which performance obligations you use it.
Form 8-K Furnished February 12, 2019
Exhibit 99, page 1
7.We note you disclose Adjusted EBITDA margin.  Please revise throughout your earnings
release to disclose, with equal or greater prominence, the most directly corresponding
GAAP measure, Net Income margin.  Refer to Question 102.10 of the updated Non-
GAAP Compliance and Disclosure Interpretations.  Also, revise to reconcile Adjusted
EBITDA margin to the most directly comparable GAAP financial measure as required by
Item 10(e)(1)(i) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Megan Akst, Senior Staff Accountant at 202-551-3407 or Christine
Dietz, Assistant Chief Accountant at 202-551-3408 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

June 13, 2018
Gerald P. Kenney
Senior Vice President, General Counsel and Secretary
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
Re:Unisys Corporation
Registration Statement on Form S-3
File No. 333-225576
Filed Jun 12, 2018
Dear Mr. Kenney:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Derby, Attorney-Advisor, at (202) 551-3334 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Michael Friedman, Esq.

CORRESP
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CORRESP

 Unisys Corporation

801 Lakeview Drive, Suite 100

Blue Bell, Pennsylvania 19422

June 13, 2018

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Information Technologies and Services

 100
F Street NE

 Washington, D.C. 20549

 Attn: Jan Woo

Re:
Unisys Corporation

Registration Statement on Form S-3

File No. 333-225576

Filed June 12, 2018

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Unisys Corporation (the “Company”) hereby requests that the
effective date of the Company’s Registration Statement on Form S-3 (File No. 333-225576) (the “Registration Statement”) be accelerated so that the
Company’s Registration Statement will become effective at 4:00 PM, eastern time, on June 15, 2018, or as soon as thereafter as is practicable.

In connection with this request, we acknowledge to the Securities and Exchange Commission (the “Commission”) that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please feel free to direct any questions or comments concerning this request to Michael Friedman, Esq. of Pepper Hamilton
LLP at (215) 981-4563.

 UNISYS CORPORATION

 By:

 /s/ Gerald P. Kenney

 Name: Gerald P. Kenney

Title: Senior Vice President, General Counsel and Secretary

Mail  Stop 4561
February 13, 2017

Ms. Janet Brutschea Haugen
Senior  Vice  President  and Chief  Financial  Officer
Unisys  Corporation
801 Lakeview  Drive,  Suite 100
Blue  Bell,  PA 19422

Re: Unisys Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 29, 2016
File No. 001 -08729

Dear  Ms. Haugen :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

CORRESP
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SEC Correspondence

 November 10, 2016

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Kathleen Collins, Accounting Branch Chief

Re:

Unisys Corporation

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 29, 2016

File No. 001-08729

 Dear Ms. Collins:

 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
October 13, 2016. For your convenience, we have repeated the comments set forth in the Staff’s letter and followed the comment with the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2015

Note 4. Goodwill, page 26

 Comment 1

 Based on your responses to date we have significant concerns about how you determined the fair value of your reporting units. Please provide
us with a detailed response to the following:

•

Your response to prior comment 2 indicates that the company revenue multiple was 0.2x and that the reporting unit multiples were 0.3x for the Cloud & Infrastructure and Applications reporting units and 0.4x for the
BPO and Technology reporting units. Please reconcile the reporting unit multiples used to the company multiple. In this regard, we note that it is unclear how you arrived at the company multiple of 0.2x considering that the reporting unit
multiples are higher.

•

Also explain how the EBITDA multiples referred to in prior comment 2 were considered in determining fair value.

 Response to Comment 1

The following table demonstrates how the aggregate Company revenue multiple of 0.2x cited in the September 8, 2016 response to prior Comment 2 was arrived at
using the market capitalization at September 30, 2015 (in thousands):

(in thousands)

 Enterprise value based on current market capitalization at September 30, 2015:

 Common shares outstanding

49,934

 Closing share price

11.90

 Market capitalization

594,215

 Carrying value of debt

310,300

 Cash balances

(293,100
)

17,200

 Enterprise value (prior to consideration of postretirement liabilities), (a)

611,415

 Projected revenue (b)

3,050,000

 Revenue multiple (a)/(b)

0.20

 The Company did not reconcile the Company multiple of 0.2x to the selected multiples of 0.3x and 0.4x, but rather used it
directly, in the form of the market capitalization as of September 30, 2015, as one of the data points it considers in making the more-likely-than-not assessment required by ASC 350-20-35-8A. The Company compared the 0.2x to the selected reporting
unit multiples of 0.3x for the Cloud and Infrastructure and Applications reporting units and 0.4x for the BPO and Technology reporting units and noted that it was lower. This informed the Company’s selection of revenue multiples (0.3x and
0.4x) at or below the low end of the range of comparable multiples. The implied revenue multiples applicable to the reporting unit fair values using the September 30, 2015 market capitalization are 0.19x for the Cloud and Infrastructure reporting
units and 0.25x for the BPO and Technology reporting units, which blend to an aggregate revenue multiple of 0.20x.

 The following table demonstrates how
the Company’s fair value based solely on current market capitalization is allocated to the reporting units proportionally based on reporting unit fair values estimated using selected revenue multiples (amounts in thousands):

a

b

a-b

 Reporting unit

Reporting unit
fair values at
selected revenue
multiples

% of total

Reporting unit
fair values at
current market
capitalization

Reporting unit net
asset (liability)
carrying value

Headroom at
9/30/2015 market
capitalization

 Cloud and infrastructure

455,692

46
%

283,574

(848,800
)

1,132,374

 Applications

256,985

26
%

159,885

(330,800
)

490,685

 BPO

89,812

9
%

55,883

(258,800
)

314,683

 Technology

180,125

18
%

112,073

4,300

107,773

 Aggregate

982,614

100
%

611,415

 The EBITDA multiples referred to in the response to Comment 2 from the prior letter (that is, our response dated September 8,
2016) were used as part of the evaluation of the comparability of the companies from which revenue multiples were selected for purposes of estimating fair value of the reporting units.

 2

 Comment 2

You appear to indicate that your market capitalization is not indicative of the fair value of your company as a whole and is therefore not relevant when
assessing the fair value of your reporting units. It would appear that this is inconsistent with the fair value hierarchy principle in ASC 820-10-35-37 and ASC 820-10-35-40 through 41. Your dismissal of your market capitalization also
appears inconsistent with ASC 820-10-35-24B, which states that multiple valuation techniques may be appropriate, for example, when valuing a reporting unit.

•

Please tell us the basis for your dismissal of quoted prices for your equity securities in an active, public market, particularly when those quoted prices differ so significantly from your estimate of fair value for the
company as a whole.

•

Please provide us with a reconciliation of the fair values of your reporting units to the market capitalization as of the goodwill test date. In this regard, we note that it remains unclear to us why there is a
significant difference between the sum of the fair values of the reporting units and the company’s market capitalization as of September 30, 2015.

•

If you are unable to explain the differences between the fair values of the reporting units and the company’s market capitalization as of the test date, please provide us with a corroborating income approach
valuation for the Technology segment and for the services segment as a whole. Please reconcile the fair values determined under the income approach to that of the market approach. For the Services segment, please reconcile the sum of the
fair values of the three reporting units under the market approach to the fair value of the Services segment determined under the income approach.

Response to Comment 2

 The Company believes its
market capitalization is indicative of fair value and relevant to the assessment of the fair value of the reporting units. The Company uses its market capitalization directly, as one of the data points it considers in making the
more-likely-than-not assessment required by ASC 350-20-35-8A. The Company estimated reporting unit fair values using a variety of data points. This approach was used due to the negative carrying amounts of the Company’s Services
segment’s reporting units. The objective was to evaluate the sensitivity of the ASC 350-20-35-8A “more likely than not” assessment to those different data points.

The Company estimated reporting unit fair values using selected revenue multiples from comparable companies without reconciling those aggregate fair values
with its current market capitalization. The Company acknowledges that the fair value hierarchy set forth in ASC 820 prioritizes valuation inputs available to market participants such as the quoted prices for its equity securities for the
purpose of estimating the market based measurement of fair value. The Company also estimated reporting unit fair values directly from market capitalization using recent averages of share prices as well as using the current market
capitalization, without share price averages and without consideration of a control premium.

 3

 The Company formed its judgment about whether it was more likely than not that the goodwill of any of its
Services segment reporting units was impaired by taking into consideration whether there could be sufficient differences between the carrying amounts and estimated fair values of each reporting unit’s assets and liabilities, including
unrecognized intangible assets. The Company compared the carrying values of assets and liabilities of the reporting units to estimates of reporting unit fair value to quantify the extent of those differences (i.e., the “headroom”
within the reporting units). The magnitude of the headroom for each reporting unit is relevant because unrecognized intangible assets and fair value differences of recognized assets and liabilities would need to be of at least similar magnitude
to result in the carrying value of goodwill exceeding the implied fair value of reporting unit goodwill and thereby allow for the recognition of goodwill impairment in the application of Step 2 (ASC 350-20-35-9 to 11).

The following table summarizes the various data points and ranges of estimated reporting unit fair values considered by the Company (in thousands of dollars):

a

b

c

d

e

f

(a-e)

(b-e)

(c-e)

(d-e)

6 Month

3 Month

Headroom

Headroom

Headroom

Headroom

Reporting

Selected

Average

Average

9/30/2015

9/30/2015

Goodwill in

Selected

6 Mo. Avg.

3 Mo. Avg.

9/30/2015

Unit

Multiples

Market Cap

Market Cap

Market Cap

Net Assets

Net Assets

Multiples

Market Cap

Market Cap

Market Cap

 Cloud &
Infrastructure

455,692

434,380

364,029

283,574

(848,800
)

32,200

1,304,492

1,283,180

1,212,829

1,132,374

 Applications

256,985

244,967

205,293

159,885

(330,800
)

26,100

587,785

575,767

536,093

490,685

 BPO

89,812

85,612

71,747

55,883

(258,800
)

10,300

348,612

344,412

330,547

314,683

 Technology

180,125

171,702

143,893

112,073

4,300

108,700

175,825

167,402

139,593

107,773

 Aggregate

982,614

936,661

784,962

611,415

(1,434,100
)

177,300

 In each case, the market capitalization was allocated to the reporting units proportionally based on their estimated fair
values using the revenue multiples selected from comparable companies. This is because the Company believes the multiples of revenue observed among comparable companies to be reasonable indicators of the relative fair value among its
reporting units. The Company selected 0.3x as the revenue multiple for the Cloud and Infrastructure and Applications reporting units and 0.4x for the BPO and Technology reporting units because the 33% higher revenue multiples for BPO and
Technology was reasonable based on its analysis of companies comparable to those reporting units. The Company observed that the headroom applicable to the Services reporting units ranged from $1.3 billion to $1.1 billion at the high-end for
Cloud and Infrastructure to approximately $0.3 billion at the low end for BPO.

 The Company’s revenue multiple of 0.2x revenue as of September 30,
2015 informed its selection of revenue multiples at or below the range of revenue multiples of companies comparable to its reporting units. The revenue multiples of companies which are comparable to the Company’s reporting units exceed
that of the Company. The Services segment reporting units and the Company have net liabilities, principally due to

 4

postretirement liabilities. Postretirement liabilities contribute to the difference between the Company’s revenue multiple and revenue multiples of companies comparable to the reporting
units. The Company’s enterprise value, based on selected multiples noted in our response to Comment 1, of $982,614, when adjusted for the postretirement liabilities of $2,140,600 would be $3,123,214. This gross enterprise value
compared to the enterprise value calculated below of $2,752,015 would infer a 13.5% control premium.

 In the following analysis, postretirement liabilities
are considered in estimating the enterprise value of the reporting units to facilitate comparison to selected guideline public companies.

(in thousands)

 Enterprise value based on current market capitalization at September 30,
2015:

 Common shares outstanding

49,934

 Closing share price

11.90

 Market capitalization

594,215

 Carrying value of postretirement liabilities

2,140,600

 Carrying value of debt

310,300

 Cash balances

(293,100
)

2,157,800

 Enterprise value (a)

2,752,015

 Projected revenue (b)

3,050,000

 Revenue multiple (a)/(b)

0.90

a

b

c=a*b

d

c-d

 Reporting unit

Reporting unit
revenue

Implied
reporting
unit
revenue
multiple

Reporting unit
fair values at
current market
capitalization

Reporting unit net
asset (liability)
carrying value -
excluding
postretirement
liabilities

Headroom at
9/30/2015 market
capitalization

 Cloud and infrastructure

1,518,538

0.90

1,370,178

472,700

897,478

 Applications

856,617

0.90

772,925

170,700

602,225

 BPO

224,531

0.90

202,594

(173,500
)

376,094

 Technology

450,314

0.90

406,318

236,600

169,718

 Aggregate

3,050,000

0.90

2,752,015

706,500

2,045,515

 This analysis applies the aggregate revenue multiple to each reporting unit for the purpose of calculating headroom. The
magnitude of headroom indicates the relatively wide-range of revenue multiples which could be selected by reporting units (+/- 0.35x). The fair value of reporting unit with the least headroom, Technology, would still exceed carrying value using
a revenue multiple as much as 0.35x less than the company-wide implied revenue multiple, or 0.55x (0.9x-0.35x). Conversely, the fair value of the reporting unit with the most headroom, Cloud & Infrastructure could use a revenue multiple as
much as 0.35x greater than the company-wide implied revenue multiple, or 1.25x (0.9x + 0.35x), with the other reporting units using correspondingly lower multiples to maintain an aggregate multiple of 0.9x with each reporting unit fair value
continuing to exceed carrying value.

 5

 Due to the significant amount by which the fair value of each of the Company’s Services segment reporting
units exceeded their net liabilities, the Company does not expect that a Step 2 analysis, if it were required, would have resulted in a goodwill impairment at October 1, 2015. The Company does not believe that there are material unrecorded
intangible assets within the Services reporting units due to the nature of those businesses. Each of the Services reporting unit’s service offerings are highly customized to suit individual customer IT environments and business
requirements. The resulting technology related intellectual property is owned by those customers. Each of the Services reporting units participate in highly competitive markets. Customer arrangements are generally short term (3 to 5
years) and renewals are frequently competitively bid. The Company has participated in these IT services markets since their inception and operated these services reporting units for decades. The key value drivers are principally the
long-tenured assembled workforce and the geographic reach provided by over 20 thousand IT service professionals working in over 40 countries.

 Application
of the goodwill impairment analysis requires significant judgment. Based on consideration of the weight of evidence of the factors considered above, the Company concluded that it was not more likely than not that goodwill was impaired as of
October 1, 2015.

 Comment 3

 Please tell us
how much goodwill is allocated to each of the services reporting units as of September 30, 2015 and 2016.

 Response to Comment 3

As of September 30, 2015 and September 30, 2016 the amount of goodwill allocated to the Company’s Services reporting units is shown below (in thousands of
dollars). The reason for the change from year to year is foreign currency exchange rates.

 Reporting

 Unit

Goodwill
9/30/2015

Goodwill
9/30/2016

 Cloud & Infrastructure

32,200

33,600

 Applications

26,100

27,100

 BPO

10,300

10,700

 Aggregate

68,600

71,400

 6

 Comment 4

Please tell us the amount of intangible assets, total assets, total liabilities and resulting carrying values for each of your reporting units as of September
30, 2015. This carrying value should include goodwill.

 Response to Comment 4

The requested information as of September 30, 2015 is presented below (in thousands of dollars).

 Cloud &

Inf

CORRESP
1
filename1.htm

CORRESP

 October 21, 2016

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Kathleen Collins, Accounting Branch Chief

Re:
Unisys Corporation

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 29, 2016

File No. 001-08729

 Dear Ms. Collins:

This letter is to confirm our telephone conversation on October 21, 2016 with you regarding our request for an extension of time to respond to your
comment letter dated October 13, 2016. As discussed, we require additional time to prepare a response to your letter. As a result, we respectfully request that you allow us to submit our response by Thursday, November 10, 2016.

Please contact me at (215) 986-6494 if you would like to discuss this request. Thank you for your consideration.

Very truly yours,

 UNISYS CORPORATION

/s/ Michael M. Thomson

 Michael M. Thomson

Vice President and Corporate Controller

Mail Stop 4561
October 13, 2016

Ms. Janet Brutschea Haugen
Senior  Vice  President  and Chief  Financial  Officer
Unisys  Corporation
801 Lakeview  Drive,  Suite 100
Blue  Bell,  PA 19422

Re: Unisys Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 29, 2016
File No. 001 -08729

Dear  Ms. Haugen :

We have reviewed  your September 8, 2016  response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to th ese comment s within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comment s, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our August 30,
2016  letter .

Form 10 -K for the Fiscal Year Ended December 31, 2015

Note 4.  Goodwill, page 26

1. Based on your responses to date we have significant concerns about how you determined
the fair value of your reporting units.   Please provide us with a detailed response to the
following:

 Your response to prior comment 2 indicates that the company revenue multiple was
0.2x and that the reporting unit multiples were 0.3x for the Cloud &  Infrastructure
and Applications reporting units and 0.4x for the BPO and Technology reporting
units.   Please reconcile the reporting unit multiples used to the company multiple.   In
this regard, we note that it is unclear how you arrived at the company multiple of 0.2x
considering that the reporting unit multiples are higher.

Ms. Janet Brutschea Haugen
Unisys Corporation
October 13, 2016
Page 2

 Also explain how the EBITDA multiples referred to in prior comment 2 were
considered in determining fair value.

2. You appear to indicate that your market capitalization is not indi cative of the fair value of
your company as a whole and is therefore not relevant when assessing the fair value of
your reporting units.   It would appear that this is inconsistent with the fair value hierarchy
principle in ASC 820 -10-35-37 and ASC 820 -10-35-40 through 41.  Your dismissal of
your market capitalization also appears inconsistent with ASC 820 -10-35-24B, which
states that multiple valuation techniques may be appropriate, for example , when valuing a
reporting unit.

 Please tell us the basis for your dismissal of quoted prices for your equity securities in
an active, public market, particularly when those quoted prices differ so significantly
from your estimate of fair value for the company as a whole.

 Please provide us with a reconciliation of t he fair values of your reporting units to the
market capitalization as of the goodwill test date.   In this regard, we note that it
remains unclear to us why there is a significant difference between the sum of the fair
values of the reporting units and the  company’s market capitalization as of September
30, 2015.

 If you are unable to explain the differences between the fair values of the reporting
units and the company’s market capitalization as of the test date, please provide us
with a corroborating inco me approach valuation for the Technology segment and for
the Services segment as a whole.   Please reconcile the fair values determined under
the income approach to that of the market approach.   For the Services segment, please
reconcile the sum of the fair  values of the three  reporting units under the market
approach to the fair value of the Services segment determined under the income
approach.

3. Please tell us how much goodwill is allocated to each of the Services reporting units as of
September 30, 2015 and 2016.

4. Please tell us the amount of intangible assets, total assets, total liabilities and resulting
carrying values for each of your reporting units as of September 30, 2015.   This carrying
value should include goodwill.

5. Please tell us whether ther e have been any triggering events subsequent to your
September 30, 2015 impairment test that would require you to reassess your goodwill for
impairment pursuant to ASC 350 -20-35-30 and ASC 350 -20-35-3C.  If so, please tell us
the results of these impairmen t tests.  If not, please tell us why not, as we note that your

Ms. Janet Brutschea Haugen
Unisys Corporation
October 13, 2016
Page 3

 share price appears to have experienced a sustained share price decrease, as contemplated
in ASC 350 -20-35-3C(g).

You may contact Megan Akst, Senior Staff Accountant at (202) 551 -3407 or Chris tine
Dietz, Assistant Chief Accountant at (202) 551 -3408 if you have questions regarding comments
on the financial statements and rel ated matters.  Please contact me at (202) 551 -3499 with any
other questions.

Sincerely,

 /s/ Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

CORRESP

 September 8, 2016

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Kathleen Collins, Accounting Branch Chief

Re: Unisys Corporation

 Form 10-K for the Fiscal Year
Ended December 31, 2015

 Filed February 29, 2016

Form 8-K furnished on July 26, 2016

 File
No. 001-08729

 Dear Ms. Collins:

 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 August 30, 2016. For your convenience, we have repeated the comments set forth in the Staff’s letter and followed the comment with the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2015

Note 4. Goodwill, page 26

 Comment 1

1. We note your response to prior comment 2 and it remains unclear to us why you are relying solely on the market approach. In this regard we note that ASC
820-10-35-24B indicates that in some cases “multiple valuation techniques will be appropriate (for example, that might be the case when valuing a reporting unit).” Please explain to us, in greater detail, how you concluded that it was
appropriate to determine the fair value of the reporting units solely based on the market approach. As part of your response, please tell us whether you have forecasts for each of the reporting units and if such forecasts exist why you did not
perform a discounted cash flow analysis.

 Response to Comment 1

The Company considered including other valuation techniques but concluded that those valuation techniques were not appropriate in our situation.

The primary reason for not using an income approach or including an income approach in a combination of multiple techniques in our valuation model is that the
Company does not perform long range forecasting at the reporting unit level. Forecast information applicable to the reporting units does not extend beyond one year or below revenue.

 Comment 2

2. Please tell us more about the multiples used in your market approach. Tell us which multiples were used, the range of multiples and the factors considered
when choosing the multiples used.

 Response to Comment 2

The Company used gross revenue multiples for purposes of estimating the fair values of the reporting units as management believes the revenue multiple to be
most directly analogous to the multiples observed for comparable companies. The Company’s 2015 revenue multiple of approximately 0.2x is below the range of comparable companies with 0.3x being the low-end of that range and 2.4x being the high
end. Our percentage beneath the low-end of the range of revenue multiples of comparable companies is 33%. The Company’s revenue multiple of 0.3x for the Cloud & Infrastructure and Applications reporting units and 0.4x for the BPO and
Technology reporting units were below or at the low end of that range.

 The Company also considered EBITDA multiples noting that they yielded similar
relationships relative to comparable companies. The Company’s 2015 EBITDA multiple of approximately 2.1x is below the range of comparable companies with 3.1x being the low-end of that range and 14.8x being the high end of that range. Our
percentage beneath the low end is 32%. Similar results were noted relative to 2017 guidance with a 2.1x EBITDA multiple.

 The Company identified 21
comparable companies that align to our reporting units through offerings of information technology, business process outsourcing, software solutions and technology comparable to our Cloud & Infrastructure, BPO, Applications and Technology
reporting units, respectively.

 Summarized below is the list of comparable companies, together with their 2015 Enterprise Value -to-Revenue and
Enterprise Value-to-EBITDA multiples, that have been considered under the market approach as of the valuation date.

 Company

For the Fiscal Period/LTM
Ending

Enterprise Value
/Total Revenue

Enterprise Value
/EBITDA

Reporting
Units
Applicable(2)

 Unisys

9/30/2015

0.2x

2.1x

N/A

 Comparable Companies

For the Fiscal Period/LTM
Ending

Enterprise Value
/Total Revenue

Enterprise Value
/EBITDA

Reporting
Units
Applicable(2)

 Accenture

8/31/2015

2.0x

13.2x

C, A, B

 SAIC

10/30/2015

0.8x

11.5x

C

 HP

10/31/2015

0.3x

3.1x

C, A, B, T

 IBM

9/30/2015

2.0x

8.5x

C, A, B, T

 CSC

10/2/2015

0.4x

8.1x

C, A

 CACI

9/30/2015

1.0x

11.2x

C

 Xerox

9/30/2015

1.0x

9.1x

C, A, B

 CGI

9/30/2015

1.6x

8.7x

A, B

 Leidos

10/2/2015

0.9x

14.4x

C

 Sykes

9/30/2015

0.9x

7.7x

B

 Genpact

9/30/2015

2.4x

14.4x

B

 Atento

9/30/2015

0.6x

5.7x

B

 Convergys

9/30/2015

0.9x

7.4x

B

 Atos
(1)

9/30/2015

7.9x

C, A

 Capgemini
(1)

9/30/2015

10.5x

C, A, B

 Cognizant
(1)

9/30/2015

14.8x

C, A, B

 HCL
(1)

9/30/2015

11.5x

C, A, B

 Infosys
(1)

9/30/2015

12.5x

C, A, B

 Wipro
(1)

9/30/2015

11.3x

C, A, B

 ManTech
(1)

9/30/2015

10.2x

C, A, B

 Average

9/30/2015

1.1x

10.1x

 Median

0.9x

10.4x

 High

2.4x

14.8x

 Low

0.3x

3.1x

(1)
Only considered in EBITDA multiple comparison

(2)
C – Cloud and Infrastructures; A – Applications; B – BPO; and T – Technology

 We selected
the above comparable companies based on the following criteria:

 As information on private entities is not available, we have only considered public
entities for comparison.

 We focused on similarity of business nature. As we sell a diverse portfolio of services and products there is no
exact public company comparable to us in all aspects (e.g. size, geographical locations), the pool of the selected companies is considered, aligned to one or more reporting units, and the comparable revenue multiple of the pool was used in the
valuation.

 Comment 3

 3. Please provide us
with a reconciliation of the fair values of the reporting units to your market capitalization as of your annual impairment test in the fourth quarter of 2015 and 2014.

Response to Comment 3

 The Company respectfully
advises that while it considers its share price in connection with the identification of potential triggering events and/or the determination of whether an impairment exists, it has no express policy regarding the preparation of a reconciliation of
the aggregate fair value of its reporting units to its market capitalization at any point in time, as this is not a requirement under generally accepted accounting principles.

The Company does not believe its share price at September 30, 2015 and September 30, 2014 (i.e. at a point in time) were appropriate indicators of
value for purposes of its impairment test. Accordingly, the Company utilized the six- and three-month average share prices as of September 30, 2015 and September 30, 2014 in its market capitalization comparisons.

The following table compares the fair values of our reporting units to our average market capitalization as of our annual impairment tests in the fourth
quarter of 2015:

2015

(A)

(B)

(A) x (B)

 (in thousands)

Reporting Unit

Projected
12/31/2015
Revenue

Comparable
Revenue
Multiple

Enterprise
Value

6 Month
Average
Market Cap

3 Month
Average
Market Cap

 Cloud & Infrastructures

$
1,518,972

0.3X

$
455,692

$
434,380

$
364,029

 Applications

856,617

0.3X

256,985

244,967

205,293

 BPO

224,531

0.4X

89,812

85,612

71,747

 Technology

450,314

0.4X

180,125

171,702

143,893

 Total

$
3,050,433

$
982,614

$
936,661
(1)

$
784,962
(2)

(1)
Shares outstanding as of 9/30/2015 Form 10-Q - 49,934 multiplied by 6 month average share price as of 9/30/2015 - $18.41 plus Net Debt (defined as Interest-bearing debt less cash) of $17,200 = $936,661 total 6
month average market capitalization.

(2)
Shares outstanding as of 9/30/2015 Form 10-Q - 49,934 multiplied by 3 month average share price as of 9/30/2015 - $15.38 plus Net Debt of $17,200 = $784,962 total 3 month average market capitalization.

 In 2015, the aggregate reporting unit enterprise value exceeded the market capitalization (prior to consideration of any control premium),
but still exceeded the carrying values of the reporting units.

The six and three month average market capitalizations were allocated to reporting units for the purpose of this analysis, proportionally to the enterprise values computed with the revenue
multiples selected for each reporting unit. Thus the revenue multiples applicable to the 3 month average market capitalization were 0.24x and 0.32x versus 0.3x and 0.4x. These lower multiples were also considered reasonable relative to the observed
comparable multiples.

 The following table compares the fair values of our reporting units to our average market capitalization as of our annual
impairment tests in the fourth quarter of 2014 aligned to our restated Reporting Units:

2014

(A)

(B)

(A) x (B)

 (in thousands)

Reporting Unit

Projected
12/31/2014
Revenue

Comparable
Revenue
Multiple

Enterprise
Value

6 Month
Average
Market Cap

3 Month
Average
Market Cap

 Cloud & Infrastructures

$
1,704,926

0.3X

$
511,478

$
351,692

$
314,138

 Applications

819,794

0.5X

409,897

281,845

251,750

 BPO

260,980

0.6X

156,588

107,670

96,173

 Technology

570,701

0.6X

342,421

235,448

210,307

 Total

$
3,356,401

$
1,420,384

$
976,655
(3)

$
872,368
(4)

(3)
Shares outstanding as of 9/30/2014 Form 10-Q - 49,898 multiplied by 6 month average share price as of 9/30/2014 - $24.99 plus Net Debt of ($270,300) = $976,655 total 6 month average market capitalization.

(4)
Shares outstanding as of 9/30/2014 Form 10-Q - 49,898 multiplied by 3 month average share price as of 9/30/2014 - $22.90 plus Net Debt of ($270,300) = $872,368 total 3 month average market capitalization.

 In 2014, the aggregate reporting unit enterprise value exceeded the market capitalization (prior to consideration of any control premium),
but still exceeded the carrying values of the reporting units. The six and three month average market capitalizations were allocated to reporting units for the purpose of this analysis, proportionally to the enterprise values computed with the
revenue multiples selected for each reporting unit. Thus the revenue multiples applicable to the 3 month average market capitalization were 0.18x, 0.31x and 0.37x versus 0.3x, 0.5x and 0.6x. These lower multiples were also considered reasonable
relative to the observed comparable multiples.

 Form 8-K furnished on July 26, 2016

Comment 4

 4. We note the proposed disclosures
provided in response to prior comment 5. In your proposed reconciliation you adjust for certain items to arrive at EBITDA that are not included in the definition of EBITDA. In this regard, Exchange Act Release No. 34-47226 defines EBITDA as
earnings before interest, taxes, depreciation and amortization and does not include adjustments for other income/expense or non-cash share based payments. Please revise your proposed disclosures accordingly.

Response to Comment 4

 The Company will revise
future filings to provide a reconciliation of Net Income to EBITDA as defined in Exchange Act Release No. 34-47226 and then to Adjusted EBITDA.

 In
the future, the Company will present the reconciliation as shown below (in millions of dollars):

Three Months

Ended June 30

2016

2015

 Net income (loss) attributable to Unisys Corporation common shareholders

$
21.6

($
58.2
)

 Net income attributable to noncontrolling interests

3.9

2.3

 Interest expense, net of interest income* of $3.1 and $0.3, respectively

4.7

2.4

 Provision for income taxes

18.8

5.1

 Depreciation

24.3

24.4

 Amortization

16.0

16.6

 EBITDA

$
89.3

($
7.4
)

 Pension expense

21.5

26.4

 Cost reduction charges

10.2

52.6

 Non-cash share-based expense

2.1

1.8

 Other (income) expense adjustment**

0.5

(1.1
)

 Adjusted EBITDA

$
123.6

$
72.3

*
Included in Other (income) expense, net on the Consolidated Statements of Income

**
Other (income) expense, net as reported on the Consolidated Statements of Income less Interest income

* * *

 In addition, the Company acknowledges
that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company hopes that the above is responsive to the Staff’s comments.

Very truly yours,

 UNISYS CORPORATION

/s/ Janet Brutschea Haugen

 Janet Brutschea Haugen

Senior Vice President and Chief Financial Officer

Mail Stop 4561
August 30 , 2016

Ms. Janet Brutschea Haugen
Senior  Vice  President  and Chief  Financial  Officer
Unisys  Corporation
801 Lakeview  Drive,  Suite 100
Blue  Bell,  PA 19422

Re: Unisys Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 29, 2016
Form 8 -K furnished on July 26, 2016
File No. 001 -08729

Dear  Ms. Haugen :

We have reviewed  your August 11 , 2016  response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to th ese comment s within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comment s, we may have additional comments.
Unless we no te otherwise, our references to prior comments are to comments in our August 4 ,
2016  letter .

Form 10 -K for the Fiscal Year Ended December 31, 2015

Note 4.  Goodwill, page 26

1. We note your response to prior comment 2 and it remains unclear to us why you are
relying solely on the market approach.  In this regard we note that ASC 820 -10-35-24B
indicates that in some cases “ multiple valuation techniques will be appropriate (for
example, that might be the case when valuing a reporting unit ).”  Please explain to us, in
greater detail, how you concluded that it was appropriate to determine the fair value of
the reporting units solely based on the market approach.  As part of your response, please
tell us whether you have forecasts for each of the reporting units  and if such forecasts
exist why you did not perform a discounted cash flow analysis.

Ms. Janet Brutschea Haugen
Unisys Corporation
August 30 , 2016
Page 2

 2. Please tell us more about the multiples used in your market approach.   Tell us which
multiples were used, the range of multiples and the factors considered when choosing the
multiples used.

3. Please provide us with a reconciliation of the fair values of the reporting units to your
market capitalization as of your annual im pairment test in the fourth quarter of 2015 and
2014.

Form 8 -K furnished  on July 26, 2016

4. We note the proposed disclosures provided in response to prior comment 5.   In your
proposed reconciliation you adjust for certain items to arrive at EBITDA that ar e not
includ ed in the definition of EBITDA.   In this regard, Exchange Act Release No. 34-
47226  defines EBITDA as earnings before interest, taxes, depreciation and amortization
and does not include adjustments for other income/expense or non -cash share based
payments.  Please revise your proposed disclosures accordingly.

You may contact Megan Akst, Senior Staff Accountant at (202) 551 -3407 or Christine
Dietz, Assistant Chief Accountant at (202) 551 -3408 if you have questions regarding comments
on the financi al statements and rel ated matters.  Please contact me at (202) 551 -3499 with any
other questions.

Sincerely,

 /s/ Craig D. Wilson for

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

CORRESP

 August 11, 2016

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Kathleen Collins, Accounting Branch Chief

Re:

Unisys Corporation

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 29, 2016

Form 8-K furnished on July 26, 2016

File No. 001-08729

 Dear Ms. Collins:

 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 August 4, 2016. For your convenience, we have repeated the comments set forth in the Staff’s letter and followed the comment with the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2015

Note 4. Goodwill, page 26

 Comment 1

 In your response to prior comment 1 you indicate that for the Technology segments only reporting unit there were positive net assets and the fair
value exceeded the carrying value. Please tell us the percentage by which the fair value of the reporting unit exceeded its carrying value as of the date of the test.

Response to Comment 1

 The fair value of the
Technology segments only reporting unit exceeded its carrying value as of the date of the test by over 2,600%.

 Comment 2

Your response to prior comment 1 indicates that you use “various multiples of comparable reporting units’ competitors” to determine the fair
value of your reporting units. Please explain your basis for relying solely on a market approach to determine the fair value of your reporting units. See ASC 820-10-35-24 and 24B.

Response to Comment 2

 The Company has
consistently used a market approach which included a reconciliation of aggregate reporting unit fair values with its market capitalization. The estimated fair value, so determined, significantly exceeds the carrying value of each reporting unit. As

noted in response to comment 1 above, the fair value of the Company’s Technology segment’s only reporting unit exceeded its carrying value as of the date of the test by over 2,600%. For
the Services segment’s reporting units, the fair values each exceeded the net liabilities (exclusive of goodwill) by amounts ranging between $325 million and $1.3 billion. Due to the large differences, the Company did not believe that the
computations would be materially different using multiple valuation techniques.

 Comment 3

We note your response to prior comment 1. Please provide us with additional details supporting your consideration of each of the factors in ASC 350-20-35-3C(a)
through (g) for all three of your Services segment reporting units. For example, in your consideration of paragraph (d) and (g) you note factual declines in gross profit, services operating margin, consolidated pre-tax income, cash
flows from operating activities, share price and 62% decline in market capitalization, however, your response does not explain how you considered these negative factors when concluding it was not more likely than not that a goodwill impairment
existed in each of your Services segment reporting units. In addition, further explain the instances in which the consideration of events and circumstances provided in ASC 350-20-35-3C(a)-(g) was not applied equally to each of the three
Services segment reporting units so that we may better understand the basis for your conclusion.

 Response to Comment 3

In the Company’s response to prior comment 1 it was stated that in some cases the consideration of events and circumstances provided in ASC 350-20-35-3C
(a) through (g) applied equally to each of the three Services segment reporting units. The cases where the response applies equally are as follows: the parts of (a) dealing with general economic conditions, b, c, d and f. The
following items relate to the Company as a whole and not the individual reporting units: parts of (a) dealing with access to capital and other developments in equity or credit markets, e and g.

Since the carrying amount of each of the Services segment reporting units was negative, in accordance with ASC 350-20-35-8A, the Company, in its consideration
of whether it is more likely than not that a goodwill impairment exists, evaluated whether there were adverse qualitative factors, including the examples of events and circumstances provided in ASC 350-20-35-3C (a) through (g). The Company
evaluated both the positive and negative factors described in the examples of the events and circumstances provided in ASC 350-20-35-3C (a) through (g). ASC 350-20-35-8A also states that in evaluating whether it is more likely than not that the
goodwill of a reporting unit with a zero or negative carrying amount is impaired, an entity should take into consideration whether there are significant differences between the carrying amount and the estimated fair value of its assets and
liabilities, and the existence of significant unrecognized intangible assets.

 As stated in the Company’s response to comment 2 above, for the
Services segment’s reporting units, the fair value exceeded the net liabilities (exclusive of goodwill) by amounts ranging between $325 million and $1.3 billion. The Company does not believe

that there are material unrecorded intangible assets due to the nature of the Company’s services business.

Due to the significant amount by which the fair value of each of the Company’s Services segment reporting units exceed their net liabilities and the
absence of material unrecorded intangible assets, the Company does not expect that a Step 2 goodwill analysis, if it were required, would result in an impairment of the goodwill of the Services segment.

Application of the goodwill impairment analysis requires significant judgment. Based on consideration of the weight of evidence of the factors considered
above, the Company concluded that it was not more likely than not that goodwill was impaired as of December 31, 2015.

 Form 8-K furnished on
July 26, 2016

 Comment 4

 In your
reconciliation of non-GAAP net income (loss) you continue to present your non-GAAP adjustments “net of tax” which is inconsistent with Question 102.11 of the updated Compliance and Disclosure Interpretations issued on May 17,
2016. Please revise your presentation in future filings to show income taxes as a separate line item adjustment that is clearly explained. Also, please explain to us in greater detail how you arrived at the income tax effects. In this regard, we
note the tax effects appear to be insignificant compared to the significance of the adjustments. As part of your response, please compare for us the effective US GAAP tax rate for the periods presented to the non-GAAP tax rate.

Response to Comment 4

 In the future, the Company
will present the items as shown below (in millions of dollars):

Three Months Ended June 30

2016

2015

 GAAP net income (loss) attributable to Unisys

 Corporation common shareholders

$
21.6

$
(58.2
)

 Cost reduction expense: pretax

10.2

52.6

 tax provision (benefit)

.1

(4.0
)

 net of tax

10.3

48.6

 Pension expense: pretax

21.5

26.4

 tax provision (benefit)

.3

(.5
)

 net of tax

21.8

25.9

 Non-GAAP net income (loss) attributable to

 Unisys Corporation common shareholders

$
53.7

$
16.3

 In footnote (j) in both of the Company’s Forms 10-Q for the quarterly periods ended March 31, 2016
and June 30, 2016, the Company discloses the following about its income tax computation: “A full valuation allowance is currently maintained for all U.S. and certain foreign deferred tax assets in excess of deferred tax liabilities. The
company will record a tax provision or benefit for those international subsidiaries that do not have a full valuation allowance against their net deferred tax assets. Any profit or loss recorded for the company’s U.S. continuing operations will
have no provision or benefit associated with it due to full valuation allowance, except with respect to refundable tax credits and withholding taxes not creditable against future taxable income. As a result, the company’s provision or benefit
for taxes may vary significantly depending on the geographic distribution of income”.

 During the three months ended June 30, 2016, almost all
of the net pretax cost reduction charge of $10.2 million related to subsidiaries that have a full valuation allowance against their net deferred tax assets and as a result no income tax benefit was recorded. The $.1 million of tax provision was
related to changes in estimates and revisions whereby prior cost reduction charges were reversed in subsidiaries where a tax deduction had previously been recorded because there was no valuation allowance against their net deferred tax assets.

During the three months ended June 30, 2016, of the $21.5 million of pretax pension expense, $23.5 million of expense was related to the United States
subsidiary where no tax benefit can be recorded due to a full valuation allowance and $2.0 million of pension income was recorded in international subsidiaries some of which do not have a valuation allowance against their net deferred tax assets.
For those subsidiaries, the Company had recorded a tax provision.

 Comment 5

We note your disclosure of Adjusted EBITDA. Please revise future filings to provide a reconciliation of the most directly comparable financial measure
calculated and presented in accordance with GAAP to the non-GAAP financial measure. We refer you to Item 10(e)(1)(i)(B) of Regulation S-K and Regulation G.

Response to Comment 5

 The Company will revise
future filings to provide a reconciliation.

 In the future, the Company will present the reconciliation as shown below (in millions of dollars):

Three Months Ended June 30

2016

2015

 Net income (loss) attributable to Unisys

 Corporation common shareholders

$
21.6

$
(58.2
)

 Net income attributable to noncontrolling interests

3.9

2.3

 Non-cash share-based expense

2.1

1.8

 Other (income) expense, net

(2.6
)

(1.4
)

 Interest expense

7.8

2.7

 Provision for income taxes

18.8

5.1

 Depreciation

24.3

24.4

 Amortization

16.0

16.6

 EBITDA

91.9

(6.7
)

 Pension expense

21.5

26.4

 Cost reduction charges

10.2

52.6

 Adjusted EBITDA

$
123.6

$
72.3

 *  *  *

In addition, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company hopes that the above is responsive to the Staff’s comments.

Very truly yours,

 UNISYS CORPORATION

/s/ Janet Brutschea Haugen

 Janet Brutschea Haugen

Senior Vice President and Chief Financial Officer

Mail Stop 4561
August 4, 2016

Ms. Janet Brutschea Haugen
Senior  Vice  President  and Chief  Financial  Officer
Unisys  Corporation
801 Lakeview  Drive,  Suite 100
Blue  Bell,  PA 19422

Re: Unisys Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 29, 2016
Form 8 -K furnished on July 26, 2016
File No. 001 -08729

Dear  Ms. Haugen :

We have reviewed  your July 18, 2016  response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to th ese comment s within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comment s, we may have additional comments.
Unless we no te otherwise, our references to prior comments are to comments in our July 6, 2016
letter .

Form 10 -K for the Fiscal Year Ended December 31, 2015

Note 4.  Goodwill, page 26

1. In your response to prior comment 1 you indicate that for the Technology segments  only
reporting unit there were positive net assets and the fair value exceeded the carrying
value.  Please tell us the percentage by which the fair value of the reporting unit exceeded
its carrying value as of the date of the test.

2. Your response to prior comment 1 indicates that you use “various multiples of
comparable reporting units’ competitors”  to determine the fair value of your reporting
units.   Please explain your basis for relying solely on a market approach to determine the
fair value of you r reporting units.  See ASC 820 -10-35-24 and 24B.

Ms. Janet Brutschea Haugen
Unisys Corporation
August 4, 2016
Page 2

 3. We note your response to prior comment 1.  Please provide us with additional details
supporting your consideration of each of the factors in ASC 350 -20-35-3C(a) through (g)
for all three of your Services segment reporting units.  For example, in your consi deration
of paragraph (d) and (g) you note factual declines in gross profit, services operating
margin, consolidated pre -tax income, cash flows from operating activities, share price
and 62% decline in market capitalization, however, your response does not  explain how
you considered  these negative factors when concluding it was not more likely than not
that a goodwill impairment existed in each of your Services segment reporting units. In
addition, further explain the instances in which the consideration of  events and
circumstances provided in ASC 350 -20-35-3C(a) -(g) was not applied equally to each of
the three Services segment reporting units so that we may better understand the basis for
your conclusion.

Form 8 -K filed July 26, 2016

4. In your reconciliati on of non -GAAP net income (loss) you continue to present your non -
GAAP adjustments “net of tax”  which is inconsistent with Question 102.11 of the
updated Compliance and Disclos ure Interpretations  issued on May 17, 2016 .  Please
revise your presentation in future filings to show income taxes as a separate line item
adjustment that is clearly explained.  Also, please explain to us in greater detail how you
arrived at the income tax effects.  In this regard, we not e the tax effects appear to be
insignificant compared to the s ignificance of the adjustments.  As part of your response,
please compare for us the effective US GAAP tax rate for the periods presented to the
non-GAAP tax ra te.

5. We note your disclosure of Adjusted EBITDA.  Please revise future filings to provide a
reconciliation of the most directly comparable financial measure calculated and presented
in accordance with GAAP to the non -GAAP financial measure.   We refer you to Item
10(e)(1)(i)(B) of Regulation S -K and Regula tion G.

You may contact Megan Akst, Senior Staff Accountant at (202) 551 -3407 or Christine
Dietz, Assistant Chief Accountant at (202) 551 -3408 if you have questions regarding comments
on the financial statements and rel ated matters.  Please contact me a t (202) 551 -3499 with any
other questions.

Sincerely,

 /s/ Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

CORRESP

 July 18, 2016

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Kathleen Collins, Accounting Branch Chief

Re:
Unisys Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2015

 Filed February 29, 2016

Form 8-K furnished on April 21, 2016

File No. 001-08729

 Dear
Ms. Collins:

 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, 2016. For your convenience, we have repeated the comments set forth in the Staff’s letter and
followed the comment with the Company’s response.

 Form 10-K for the Fiscal Year Ended December 31, 2015

Comment 1

 We note your disclosure that you
performed your annual impairment test and that goodwill was not impaired. Please provide us with a detailed goodwill impairment analysis. If you performed a Step 2 quantitative analysis, please tell us the percentage by which the fair value of each
reporting unit exceeded its carrying value. If you did not perform a Step 2 quantitative analysis, please provide us with a detailed qualitative analysis. Please provide us with your evaluation of each of the factors in ASC 350-20-35-3C(a) through
(g) as well as your consideration of ASC 350-20-35-3F through 35-3G. In this regard, we note you have reported declining revenues, segment operating profit, and cash flows; significant net losses in fiscal 2015; and have experienced sustained
and significant declines in your stock price.

 Response to Comment 1

At September 30, 2015, total Company goodwill was $177.3 million, $108.7 million relates to the Company’s Technology segment and $68.6 million
relates to the Company’s Services segment. In accordance with ASC 350-20-35-4, the first step of the goodwill impairment test used to identify potential impairment, a company compares the fair value of a reporting unit with its carrying amount,
including goodwill. As in prior impairment analysis, the Company has estimated the fair value of its reporting units by using various multiples of comparable reporting units’ competitors. This analysis showed that for the Company’s
Technology segment’s only reporting unit that there was

positive net assets and the fair value exceeded the carrying value. In accordance with ASC 350-20-35-6, if the carrying amount of a reporting unit is greater than zero and its fair value exceeds
its carrying amount, goodwill of the reporting unit is considered not impaired; thus, the second step of the goodwill impairment test is unnecessary.

 The
analysis referred to above showed that for all three of the Company’s Services segment reporting units that the carrying value was negative. The Company then considered ASC 350-20-35-8A in determining whether it was more likely than not that a
goodwill impairment exists. This consideration included an evaluation, using the process described in ASC 350-20-35-3F through 35-3G, including the events and circumstances provided in ASC 350-20-35-3C (a) through (g). In some cases, the
consideration of events and circumstances provided in ASC 350-20-35-3C (a) through (g) applied equally to each of the three Services segment reporting units.

An overview of the Company’s consideration of the factors in ASC 350-20-35-3C follows:

a)
Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity or credit markets.

 Consideration: In management’s opinion, long-term macroeconomic conditions did not deteriorate materially during 2015.
During 2015, the Company faced no limitations on accessing capital, borrowing approximately $65 million at year-end under its revolving credit agreement. On September 28, 2015, the Company withdrew a $350 million offering of five-year notes
because the then current terms and conditions available in the market were not attractive for the Company to move forward. The market for these types of deals in 2015 was not very favorable. Up to September 28, 2015, there were fifteen deals
withdrawn from the market, totaling $3.93 billion withdrawn. Considering these external market factors, the Company does not believe that this is an indication of a limitation of the Company’s ability to access the capital markets. In addition
during 2014, the Company extended the term, until June 2018, of its previously existing secured revolving credit facility which provides for loans and letters of credit up to an aggregate amount of $150 million. In March and April of 2016, the
Company did access the credit markets by issuing $213.5 million of 5.50% Convertible Senior Notes due 2021. At December 31, 2015, the Company reported a cash balance of approximately $365 million and debt of $312 million. Foreign currency
negatively impacted revenue by approximately eight-percentage point during 2015.

b)
Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both
absolute terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development.

 Consideration: The Company’s Services segment reporting units participate in the information
technology services industry which was and is expected to continue to be highly competitive. The Company’s Services segment reporting units did not see nor do they expect to see a material deterioration in either this environment or a material
change in the market for their services. In its fair value estimation, the Company examined industry market multiples and these multiples were approximately the same as the multiples used during the 2014 goodwill evaluation, as well as the preceding
evaluation in 2013. The Company’s Services segment reporting units were not and are not expected to be materially impacted by regulatory or political developments.

c)
Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows.

Consideration: In April 2015, in connection with organizational initiatives to create a more competitive cost structure and rebalance the
Company’s global skill set, the Company announced a plan to incur pretax restructuring charges estimated at approximately $300 million through 2017. The Company expects to generate net annualized cost savings of approximately $230 million by
the conclusion of this program in 2017. During 2015, the Company recognized pretax charges of $123.8 million in connection with this plan, principally related to a reduction in employees and estimates that it generated annualized net cost savings of
approximately $100 million from this program by the end of 2015.

 As part of its cost savings initiatives, the Company has increased the
percentage of its workforce operating in lower-cost offshore and onshore delivery models from approximately 30% at December 31, 2011 to 37% at December 31, 2015. In addition, the Company continues to plan to increase this percentage.

d)
Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods.

Consideration: For the Company and many of its competitors, 2015 was a challenging year. In 2015, total Services revenue declined by 6% when
compared with 2014. However, excluding the negative impact of foreign currency, total Services revenue increased by 2% during 2015. Services operating margin declined from 3% in 2014 to 2% in 2015 driven, in part, by a decline in gross profit margin
from 17% in 2014 to 16% in 2015. The Company also experienced a decline in consolidated pretax income and consolidated cash flows from operating activities.

e)
Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation.

 Consideration: On December 16, 2014, it was announced that a new President and Chief
Executive Officer would be joining the Company effective January 1, 2015. In addition, during 2015, there were other changes in management as the Company hired a few recognized industry leaders to run the Company’s various Segment
reporting units. No such other events, mentioned above, occurred during 2015.

f)
Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing
for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.

Consideration: No such events occurred during 2015, except that effective January 1, 2015, the Company changed the grouping of certain of
its classes of products and services, which necessitated a change, as of January 1, 2015, in the reporting units of the Company’s Services segment. In accordance with ACS 350-20-35-45, the Company reassigned assets and liabilities to the
affected reporting units. In addition, goodwill of the Services segment was reassigned among the affected reporting units using a relative fair value allocation approach.

g)
If applicable, a sustained decrease in share price (considered in both absolute terms and relative to peers).

Consideration: During 2015, the Company experience a decrease in its share price. The Company’s common share price was $29.48 on
December 31, 2014 and $11.33 on December 31, 2015. This represents a 62% decrease, which is more than the overall market and more than most of its competitors.

The Company evaluated the significance of the events and circumstances included in paragraph 350-20-35-3C(a) through (g) in the context of determining
whether it was more likely than not that a goodwill impairment existed. The Company also took into consideration whether there were significant differences between the carrying amount and the estimated fair value of assets and liabilities, or
whether there were significant unrecognized intangible assets in any of its Services segment reporting units and concluded that there were not.

 The
Company does not expect that a Step 2 goodwill analysis, if it were required, would result in an impairment of the goodwill of the Services segment recorded at December 31, 2015. In the Company’s Services segment, the Company does not
believe that there are material unrecorded intangible assets due to the nature of the Company’s services business.

 Application of the goodwill
impairment analysis requires significant judgment. Based on consideration of the weight of evidence of the factors considered above, the Company

concluded that it was not more likely than not that goodwill was impaired as of December 31, 2015.

Form 8-K furnished on April 21, 2016

Comment 2

 We note several instances where you
present a non-GAAP measure without presenting the comparable GAAP measure. Specifically, we note that you present free cash flow and adjusted free cash flow without presenting GAAP operating cash flow. This is inconsistent with Question 102.10 of
the updated Compliance and Disclosure Interpretations issued on May 17, 2016 (“the updated C&DI’s”). Please review this guidance when preparing your next earnings release.

Response to Comment 2

 The Company will review
this guidance when preparing its next earnings release.

 Comment 3

Please tell us how you considered providing a more detailed discussion of how your non-GAAP measures are useful to investors. In this regard, we note that your
current disclosure is limited and fairly generic. We refer you to Item 10(e)(1)(i)(B) and (C) of Regulation S-K.

 Response to Comment 3

 The Company will provide a more detailed discussion of how its non-GAAP measures are useful to investors in its next earnings release.

Comment 4

 In your reconciliation of non-GAAP net
income (loss) you present your non-GAAP adjustments “net of tax” which is inconsistent with Question 102.11 of the updated C&DI’s. Please review this guidance when preparing your next earnings release.

Response to Comment 4

 The Company will review
this guidance when preparing its next earnings release.

 *     *     *

In addition, the Company acknowledges that:

●

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

●

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

●

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company hopes that the above is responsive to the Staff’s comments.

Very truly yours,

 UNISYS CORPORATION

/s/ Janet Brutschea Haugen

 Janet Brutschea Haugen

Senior Vice President and Chief Financial Officer

Mail  Stop 4561
July 6, 2016

Ms. Janet Brutschea Haugen
Senior  Vice  President  and Chief  Financial  Officer
Unisys  Corporation
801 Lakeview  Drive,  Suite 100
Blue  Bell,  PA 19422

Re: Unisys Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 29, 2016
Form 8 -K furnished on April 21, 2016
File No. 001 -08729

Dear  Ms. Haugen :

We have limited our review of your filing s to the financial statements and related disclosures
and have the following comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

1. We note your disclosure that you performed your annual impairment test and that goodwill was
not impaired.  Please provide us with a detailed goodwill impairment analysis.  If you
performed a Step 2 quantitative analysis, please tell us the percentage by which the fair value of
each reporting unit exceeded its carrying value.  If you did not perform a Step 2 qua ntitative
analysis, please provide us with a detailed qualitative analysis.   Please provide us with your
evaluation of each the factors in ASC 350 -20-35-3C(a) through (g)  as well as your
consideration of  ASC 350 -20-35-3F through 35 -3G.  In this regard, we n ote you have reported
declining revenues, segment op erating profit, and cash flows; significant net losses  in fiscal
2015 ; and have experienced  sustained and significant decline s in your stock price.

Form 8 -K furnished on April 21, 2016

2. We note several instances where you present a non -GAAP measure without presenting the
comparable GAAP measure.  Specifically, we note that you present free cash flow and adjusted
free cash flow without presenting GAAP operating cash flow.  This is inconsis tent with

Ms. Janet Brutschea Haugen
Unisys Corporation
July 6, 2016
Page 2

 Question 102.10 of the updated Compliance and Disclosure Interpretations  issued on May 17,
2016 (“the updated C&DI’s”).  Please review this guidance when preparing yo ur next earnings
release.

3. Please tell us how you considered providing a more detailed discussion of how your non -
GAAP measures are useful to investors.  In this regard, we note that your current disclosure is
limited and fairly generic.  We refer you to  Item 10(e)(1)(i)(B) and (C) of Regulation S -K.

4. In your reconciliation of non -GAAP net income (loss) y ou present your non -GAAP
adjustments “net of tax”  which is inconsistent with Question 102.11 of the updated C&DI’s.
Please review this guidance when p reparing your next earnings release.

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 the information the Securities Exchange Act of 1934 and all
applicable Exchange Act rules require.   Since the company and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he
disclosures they have made.

 In responding to our comment s, please provide  a written 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 disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the  federal securities laws of the United States.

You may contact Megan Akst, Senior Staff Accountant  at (202) 551 -3407  or Christine Dietz,
Assistant Chief Accountant  at (202) 551 -3408  if you have questions regarding comments on the
financial statements and  related matters.  Please contact me at (202) 551 -3499  with any other
questions.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies and
Services

September 3 , 2015
Mail Stop 4561

Ms. Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422

Re: Unisys Corporation
Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed February 23, 2015
File No. 001 -08729

Dear Ms. Haugen :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comme nts do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of  the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Craig D. Wilson

Craig D. Wilson
Senior Assistant Chief Accountant
Office of Information Technologies
and Services

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
August 14, 2015

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

Attention: Craig D. Wilson, Senior Assistant Chief Accountant

Re:   Unisys Corporation
         Form 10-K for the Fiscal Year Ended December 31, 2014
         Filed February 23, 2015
         Form 10-Q for the Quarterly Period Ended March 31, 2015
         Filed April 30, 2015
         File No. 001-08729

Dear Mr. Wilson:

On behalf of Unisys Corporation (the "Company"), set forth below is the
Company's response to the comment of the Staff of the Securities and Exchange
Commission regarding the above referenced filings set forth in the Staff's
letter dated July 31, 2015.  For your convenience, we have repeated the
comment set forth in the Staff's letter and followed the comment with the
Company's response.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE E.  SEGMENT INFORMATION, PAGE 9

COMMENT 1
We note your response to prior comment 3 and expectation that were a Step 2
goodwill analysis required, the results would indicate no impairment of the
Services segment goodwill recorded at December 31, 2014.  Since a Step 2
analysis of goodwill of the Services segment, if required, would be performed
at the reporting unit level, please document for us the results of each
respective reporting unit's goodwill impairment assessment you performed
pursuant to ASC 350-20-35-3F through 35-3G, with consideration of the factors
in ASC 350-20-35-3C(a) through (g).

RESPONSE TO COMMENT 1
As mentioned in the Company's response to the Staff's prior comment 3, the
changes referred to in Note (e) necessitated a change, as of January 1, 2015,
in the reporting units of the Company's Services segment.  In accordance with
ASC 350-20-35-45, the Company reassigned assets and liabilities to the
affected reporting units.  In addition, goodwill of the Services segment,
approximately $75 million, was reassigned to the affected reporting units
using a relative fair value allocation approach.  The Services segment
reporting units are as follows: Cloud & Infrastructure Services, Application
Services, and Business Processing Outsourcing (BPO) Services.

After the reassignments mentioned above, the Company determined that the
carrying amount of each of its Services segment reporting units did not exceed
their estimated fair value.  Since the carrying amounts of each of the
Services segment reporting units were all negative, the Company then
considered ASC 350-20-35-8A in determining whether it was necessary to
perform a Step 2 impairment analysis.  This consideration included an
evaluation, using the process described in ASC 350-20-35-3F through 35-3G,
including the events and circumstances provided in ASC 350-20-35-3C (a)
through (g).  In some cases, the consideration of events and circumstances
provided in ASC 350-20-35-3C (a) through (g) applied equally to each of the
three Services segment reporting units.

An overview of the Company's consideration of the factors in ASC 350-20-35-3C
follows:

     a) Macroeconomic conditions such as a deterioration in general economic
        conditions, limitations on accessing capital, fluctuations in foreign
        exchange rates, or other developments in equity or credit markets.

        Consideration:  In management's opinion, long-term macroeconomic
        conditions did not deteriorate materially during 2014.  During 2014,
        the Company faced no limitations on accessing capital.  During the
        three years ended December 31, 2014, the Company made payments to
        reduce long-term debt by approximately $389 million through the
        issuance of $210 million of 6.25% senior notes due 2017 and cash on
        hand.  In addition during 2014, the Company extended the term, until
        June 2018, of its previously existing secured revolving credit
        facility which provides for loans and letters of credit up to an
        aggregate amount of $150 million.  At December 31, 2014, the Company
        reported a cash balance of approximately $494 million and debt of
        $224 million.  Foreign currency negatively impacted revenue by
        approximately one-percentage point during 2014.

     b) Industry and market considerations such as a deterioration in the
        environment in which an entity operates, an increased competitive
        environment, a decline in market-dependent multiples or metrics
        (considered in both absolute terms and relative to peers), a change
        in the market for an entity's products or services, or a regulatory
        or political development.

        Consideration:  The Company's Services segment reporting units
        participate in the information technology services industry which was
        and is expected to continue to be highly competitive.  The Company
        Services segment reporting units did not see nor do they expect to
        see a material deterioration in either this environment or a material
        change in the market for their services.  In its fair value
        estimation as of January 1, 2015 used to reallocate goodwill among
        Services segment reporting units, the Company examined industry
        market multiples and these multiples were approximately the same as
        the multiples used during the 2014 goodwill evaluation, as well as
        the preceding evaluation in 2013.  The Company's Services segment
        reporting units were not and are not expected to be materially
        impacted by regulatory or political developments.

     c) Cost factors such as increases in raw materials, labor, or other
        costs that have a negative effect on earnings and cash flows.

        Consideration:  During 2014, the Company was very diligent in
        reducing its cost structure as the combination of selling, general
        and administrative expense and research and development expense
        decreased by approximately 1%.  Interest expense decreased 7% in
        2014.  Overall, the Company has reduced its interest expense from
        $102 million in 2010 to $9 million in 2014. As part of its cost
        savings initiatives, the Company has increased the percentage of its
        workforce operating in lower-cost offshore and onshore delivery
        models from approximately 30% at December 31, 2011 to 36% at
        December 31, 2014.  In addition, the Company continues to plan to
        increase this percentage.

     d) Overall financial performance such as negative or declining cash
        flows or a decline in actual or planned revenue or earnings compared
        with actual and projected results of relevant prior periods.

        Consideration:   For the Company and many of its competitors, 2014
        was a challenging year.  Lower demand for IT services projects
        resulted in a 2014 decline in total Services revenue of 2.3% when
        compared with 2013, with Cloud & Infrastructure Services declining
        3.8%, Application Services declining .6% and BPO Services increasing
        3.2%.  The Services segment operating profit margin in 2014 was 3.4%
        compared with 4.8% in 2013.  The Company also experienced an overall
        decline in net income and cash flows from operating activities.
        However, the Company delivered its sixth consecutive year of
        profitability with 2014 diluted earnings per share of $.89, and
        generated net cash from operating activities of approximately $121
        million (approximately $305 million before defined benefit pension
        plan contributions).  The Company ended 2014 with approximately $494
        million of cash.

     e) Other relevant entity-specific events such as changes in management,
        key personnel, strategy, or customers; contemplation of bankruptcy;
        or litigation.

        Consideration:  On December 16, 2014, in order to guide the Company
        to profitable revenue growth, it was announced that a new President
        and Chief Executive Officer would be joining the Company effective
        January 1, 2015.  No such other events occurred during 2014.

     f) Events affecting a reporting unit such as a change in the composition
        or carrying amount of its net assets, a more-likely-than-not
        expectation of selling or disposing all, or a portion, of a reporting
        unit, the testing for recoverability of a significant asset group
        within a reporting unit, or recognition of a goodwill impairment loss
        in the financial statements of a subsidiary that is a component of a
        reporting unit.

        Consideration:  No such events occurred during 2014.

     g) If applicable, a sustained decrease in share price (considered in
        both absolute terms and relative to peers).

        Consideration:  During 2014, the Company did not experience a
        sustained decrease in its share price.  The Company's common share
        price was $33.57 on December 31, 2013 and $29.48 on December 31,
        2014.

The Company also took into consideration whether in any of its Services
segment reporting units there were significant differences between the
carrying amount and the estimated fair value of its assets and liabilities,
or the existence of significant unrecognized intangible assets and found none
to be in existence.

Application of the goodwill impairment analysis requires significant
judgment.  Based on consideration of the weight of evidence of the factors
considered above, the Company concluded that it was not more likely than not
that any of the Services segment reporting units goodwill was impaired as of
December 31, 2014.

                                 *   *   *

In addition, the Company acknowledges that:
* the Company is responsible for the adequacy and accuracy of the disclosure
  in the filings;
* staff comments or changes to disclosure in response to staff comments do
  not foreclose the Commission from taking any action with respect to the
  filings; and
* the Company may not assert staff comments as a defense in any proceeding
  initiated by the Commission or any person under the federal securities laws
  of the United States.

The Company hopes that the above is responsive to the Staff's comments.

Very truly yours,

UNISYS CORPORATION

/s/ Janet Brutschea Haugen

Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer
</TEXT>
</DOCUMENT>

July 31, 2015

Ms. Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422

Re: Unisys Corporation
 Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed February 23, 2015
Form 10 -Q for the Quarterly Period Ended March 31, 2015
Filed April 30, 2015
File No. 001 -08729

Dear Ms. Haugen :

We have reviewed your July 10, 2015  response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional co mments.
Unless we note otherwise, our references to prior comments are to comments in our June 29,
2015  letter.

Form 10 -Q for the Quarterly Period Ended March 31, 2015

Notes to Consolidated Financial Statements

Note e. Segment Information, p age 9

1. We note your response to prior comment 3 and expectation that were a Step 2 goodwill
analysis required, the result would indicate no impairment of the Services segment
goodwill recorded at December 31, 2014.  Since a Step 2 analysis of goodwill of t he
Services segment, if required, would be performed at the reporting unit level, please
document for us the results of each respective reporting unit’s goodwill impairment
assessment you performed pursuant to ASC 350 -20-35-3F through 35 -3G, with
considera tion of the factors in ASC 350 -20-35-3C(a) through (g).

Ms. Janet Brutschea Haugen
Unisys Corporation
July 31, 2015
Page 2

You may contact Frank Knapp, Staff Accountant at (202) 551 -3805  if you have questions
regarding comments on the financial statements and related matters.  If you have any other
questions, please contact  Jeff Kauten, Staff Attorney, at (202) 551 -3447 or Katherine Wray, Staff
Attorney at (202) 551 -3483 .  If you require further assistance, do not hesit ate to contact me at
(202) 551 -3226 .

Sincerely,

 /s/  Kathleen Collins (for CDW)

Craig D. Wilson
Senior  Assistant  Chief Accountant

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
July 10, 2015

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

Attention: Craig D. Wilson, Senior Assistant Chief Accountant

Re:  Unisys Corporation
      Form 10-K for the Fiscal Year Ended December 31, 2014
      Filed February 23, 2015
      Form 10-Q for the Quarterly Period Ended March 31, 2015
      Filed April 30, 2015
      File No. 001-08729

Dear Mr. Wilson:

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 June 29, 2015.  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, 2014

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (INCORPORATED BY
REFERENCE FROM THE UNISYS CORPORATION 2014 ANNUAL REPORT TO STOCKHOLDERS,
EXHIBIT 13)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6.  INCOME TAXES, PAGE 27

COMMENT 1
We note from the reconciliation of the provision for income taxes that income
and losses for which no provision or benefit has been recognized increased
significantly in 2014.  Please explain to us in greater detail the nature of
this item, its relationship to domestic and foreign income or loss before
income taxes, and the specific reasons for the 2014 increase.  Tell us what
consideration you gave to disclosure of such information.  We refer you to
ASC 740-10-50-12 and 50-14.

RESPONSE TO COMMENT 1
The amounts captioned in "Income and losses for which no provision or benefit
has been recognized" represent the effective tax rate impact of generating
income or loss in jurisdictions with valuation allowances for which no tax
expense or benefit is recognized.

This amount is calculated as the pretax income or loss for each entity with a
valuation allowance multiplied by that entity's statutory tax rate.  The
increase in 2014 versus 2013 is due to more losses and less income in these
jurisdictions.  The majority of this change, approximately $19 million, is
due to the significant change in the pretax income of the United States
during this time.

The Company has considered the disclosure requirements referred to in
ASC 740-10-50-12 and 50-14, specifically relating to disclosure of
significant matters affecting comparability of information for all periods
presented.  The Company believes that it has disclosed such significant
matters.  For example, the change in the United States pretax income
position, referred to above, is shown in the table entitled "Income before
income taxes" which is included in Note 6.  In the "Results of operations"
section of the Company's Management's Discussion in its 2014 Form 10-K, the
Company disclosed the following, "Any profit or loss recorded for the
company's U.S. operations will have no provision or benefit associated with
it due to its full valuation allowance, except with respect to refundable tax
credits and withholding taxes not creditable against future taxable income.
As a result, the company's provision or benefit for taxes may vary
significantly period to period depending on the geographic distribution of
income."  In addition, Note 6 also includes a table detailing the tax effects
of temporary differences and carryforwards that give rise to significant
portions of deferred tax assets and liabilities.  This table discloses the
significant valuation allowances that the Company has recorded against its
deferred tax assets.

NOTE 16.  EMPLOYEE PLANS

RETIREMENT BENEFITS, PAGE 38

COMMENT 2
We note the higher projected benefit obligation (PBO) balance at December 31,
2014 as compared to the balance at December 31, 2013 relating to your U.S.
defined benefit pension plans.  We also note that $507 million net increase
in the PBO balance was largely attributable to the deferral of a $670 million
actuarial loss during fiscal 2014.  Please tell us what portion of this
deferred loss was attributable to updated mortality tables published by the
Society of Actuaries in October 2014, and how you considered disclosing the
impact of these changed mortality assumptions on your PBO balance in
accordance with ASC 715-20-50-1r.

RESPONSE TO COMMENT 2
The portion of the 2014 net increase in the PBO of the Company's U.S. defined
benefit pension plans included in the $670 million actuarial loss
attributable to updated mortality tables published by the Society of
Actuaries was approximately $150 million.  The portion of 2014 net increase
in the PBO of the Company's worldwide defined benefit pension plans
attributable to actuarial losses was $1.229 billion.  Included in this amount
is the $150 million due to the use of updated mortality tables in the United
States.  The remainder of the $1.1 billion increase was overwhelmingly due to
the decreases in worldwide discount rates.  In formulating its disclosures,
the Company considered the guidance in ASC 715-20-50-1r.  The Company did not
disclose the amount of the actuarial loss attributed to the updated mortality
tables because it was not considered to be significant in the context of the
$1.2 billion change.  The Company did disclose the significance of the change
in discount rates and the impact it had on the underfunded position of its
defined benefit pension plans.  In the "Overview" section of the Management's
Discussion in its 2014 Form 10-K, the Company disclosed the following, "The
company's underfunded defined benefit pension plan obligations increased by
approximately $750 million to $2.2 billion at December 31, 2014 from
$1.5 billion at December 31, 2013, principally due to a decrease in discount
rates."

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE e.  SEGMENT INFORMATION, PAGE 9

COMMENT 3
We note your change in grouping of certain classes of products and services
reported between your Services segment and Technology segment effective
January 1, 2015.  To the extent these changes impacted your reporting units,
tell us how you considered the guidance in ASC 350-20-35-45 and
ASC 350-20-35-3C.

RESPONSE TO COMMENT 3
The changes referred to in Note (e) necessitated a change, as of
January 1, 2015, in the reporting units of the Company's Services segment.
In accordance with ASC 350-20-35-45, the Company reassigned assets and
liabilities to the affected reporting units.  In addition, goodwill of the
Services segment, approximately $75 million, was reassigned to the affected
reporting units using a relative fair value allocation approach.

After the reassignments mentioned above, the Company determined that the
carrying amount of its Services reporting units did not exceed their estimated
fair value.  Since the carrying amounts of the Services reporting units were
all negative, the Company then considered ASC 350-20-35-8A in determining
whether it was necessary to perform a Step 2 impairment analysis.  This
consideration included an evaluation, using the process described in
ASC 350-20-35-3F through 35-3G, including the events and circumstances
provided in ASC 350-20-35-3C (a) through (g).  The Company does not expect
that a Step 2 goodwill analysis, if it were required, would result in an
impairment of the goodwill of the Services segment recorded at December 31,
2014.

Application of the goodwill impairment analysis requires significant
judgment.  Based on consideration of the weight of evidence of the factors
considered above, the Company concluded that it was not more likely than not
that the Services segment goodwill was impaired as of December 31, 2014.

                               *   *   *

In addition, the Company acknowledges that:
*  the Company is responsible for the adequacy and accuracy of the disclosure
   in the filings;
*  staff comments or changes to disclosure in response to staff comments do
   not foreclose the Commission from taking any action with respect to the
   filings; and
*  the Company may not assert staff comments as a defense in any proceeding
   initiated by the Commission or any person under the federal securities
   laws of the United States.

The Company hopes that the above is responsive to the Staff's comments.

Very truly yours,

UNISYS CORPORATION

/s/ Janet Brutschea Haugen

Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer
</TEXT>
</DOCUMENT>

June 29, 2015

Ms. Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422

Re: Unisys Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 23, 2015
Form 10 -Q for the Quarterly Period Ended March 31, 2015
Filed April 30, 2015
File No. 001-08729

Dear Ms. Haugen:

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possibl e when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fis cal Year Ended December 31, 2014

Item 8. Financial Statements and Supplementary Data (Incorporated by reference from the
Unisys Corporation 2014 Annual Report to Stockholders, Exhibit 13)

Notes to Consolidated Financial Statements

Note 6.  Income taxes, page 27

1. We note from the reconciliation of the provision for income taxes that income and losses
for which no provision or benefit has been recognized increased significantly in 2014.
Please explain to us in greater detail the nature of th is item, its relationship to domestic
and foreign income or loss before income taxes, and the specific reasons for the 2014
increase.  Tell us what consideration you gave to disclosure of such information.  We
refer you to ASC 740 -10-50-12 and 50 -14.

Ms. Janet Brutschea Haugen
Unisys Corporation
June 29, 2015
Page 2

Note 16. Employee plans

Retirement benefits, page 38
2. We note the higher projected benefit obligation (PBO) balance at December 31, 2014 as
compared to the balance at December 31, 2013 relating to your U.S. defined benefit
pension plans.  We also note that t he $507 million net increase in the PBO balance was
largely attributable to the deferral of a $670 million actuarial loss during fiscal 2014.
Please tell us what portion of this deferred loss was attributable to updated mortality
tables published by the S ociety of Actuaries in October 2014 , and how you considered
disclosing the impact of these changed mortality assumptions on your PBO balance  in
accordance with ASC 715 -20-50-1r.

Form 10 -Q for the Quarterly Period Ended March 31, 2015

Notes to Consolidated Financial Statements

Note e. Segment Information, page 9
3. We note your change in grouping of certain classes of products and services reported
between your Services segment and Technology segment effective January 1, 2015.  To
the extent these  changes impacted your reporting units , tell us how you considered the
guidance in ASC 350 -20-35-45 and ASC 350 -20-35-3C.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

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

 staff commen ts or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any p erson under the federal securities laws of the United States.

Ms. Janet Brutschea Haugen
Unisys Corporation
June 29, 2015
Page 3

 You may contact Frank Knapp, Staff Accountant at (202) 551 -3805  if you have questions
regarding comments on the financial statements and related matters.  If you have any other
questions, pleas e contact Jeff Kauten, Staff Attorney, at (202) 551 -3447  or Katherine Wray, Staff
Attorney  at (202) 551 -3483.  If you require further assistance, do not hesitate to contact me at
(202) 551 -3226 .

Sincerely,

 /s/ Craig D. Wilson

Craig D. Wilson
Senior Assistant Chief Accountant

September 1 8, 2014

Via E -mail
Ms. Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422

Re: Unisys Corporation
Form 10 -K for the Fiscal Year Ended December 31, 2013
Filed February 24, 2014
File No. 001-08729

Dear Ms. Haugen :

We have comp leted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securitie s laws of the United States.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
August 22, 2014

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 the Fiscal Year Ended December 31, 2013
         Filed February 24, 2014
         File No. 001-08729

Dear Mr. Gilmore:

On behalf of Unisys Corporation (the "Company"), set forth below is the
Company's response to the comment of the Staff of the Securities and Exchange
Commission regarding the above referenced filing set forth in the Staff's
letter dated August 15, 2014.  For your convenience, we have repeated the
comment set forth in the Staff's letter and followed with the Company's
response.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (INCORPORATED BY
REFERENCE FROM THE UNISYS 2013 ANNUAL REPORT TO STOCKHOLDERS, EXHIBIT 13)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4.  GOODWILL, PAGE 25

COMMENT 1
We note your response to prior comment 2.  Please provide us with your
evaluation of ASC 350-20-35-3F through 35-3G as well as your consideration of
the factors in ASC 350-20-35-3C (a) through (g).

RESPONSE TO COMMENT 1
As mentioned in the Company's response to the Staff's prior comment 2, the
Company determined that the carrying amount of its reporting units did not
exceed their estimated fair value.  Since the carrying amount of both of the
Company's reporting units was negative, the Company then considered
ASC 350-20-35-8A in determining whether it was necessary to perform a Step 2
impairment analysis.  This consideration included an evaluation, using the
process described in ASC 350-20-35-3F through 35-3G, including the events and
circumstances provided in ASC 350-20-35-3C (a) through (g).

An overview of the Company's consideration of the factors in ASC 350-20-35-3C
follows:

     a) Macroeconomic conditions such as a deterioration in general economic
        conditions, limitations on accessing capital, fluctuations in foreign
        exchange rates, or other developments in equity or credit markets.

        Consideration:  In management's opinion, long-term macroeconomic
        conditions did not deteriorate materially during 2013.  During 2013,
        the Company faced no limitations on accessing capital.  During the
        three years ended December 31, 2013, the Company made payments to
        reduce long-term debt by approximately $945 million through the
        issuance of $250 million 6.25% mandatory convertible preferred stock,
        $210 million of 6.25% senior notes due 2017 and cash on hand.  In
        addition during 2011, the Company entered into a five-year secured
        revolving credit facility which provides for loans and letters of
        credit up to an aggregate amount of $150 million.  At December 31,
        2013, the Company reported a cash balance of approximately $640 million
        and debt of $210 million.  Foreign currency negatively impacted revenue
        by approximately one-percentage point during 2013.

     b) Industry and market considerations such as a deterioration in the
        environment in which an entity operates, an increased competitive
        environment, a decline in market-dependent multiples or metrics
        (considered in both absolute terms and relative to peers), a change in
        the market for an entity's products or services, or a regulatory or
        political development.

        Consideration:  The Company participates in the information technology
        industry which was and is expected to continue to be highly
        competitive.  The Company did not see nor does it expect to see a
        material deterioration in either this environment or a material change
        in the market for its products or services.  In its 2013 goodwill
        evaluation, the Company examined industry market multiples and these
        multiples were as good as or better than the multiples used during the
        preceding evaluation in 2012.  The Company's business was not and is
        not expected to be materially impacted by regulatory or political
        developments.

     c) Cost factors such as increases in raw materials, labor, or other costs
        that have a negative effect on earnings and cash flows.

        Consideration:  During 2013, the Company was very diligent in reducing
        its cost structure as the combination of selling, general and
        administrative expense and research and development expense decreased
        by 4%.  Also, due to the Company's debt reduction activities, interest
        expense was reduced by 64%.  Overall, the Company has reduced its
        interest expense from $102 million in 2010 to $10 million in 2013. As
        part of its cost savings initiatives, the Company has increased the
        percentage of its workforce operating in lower-cost offshore and
        onshore delivery models from approximately 30% at December 31, 2011 to
        35% at December 31, 2013.  In addition, the Company continues to plan
        to increase this percentage.

     d) Overall financial performance such as negative or declining cash flows
        or a decline in actual or planned revenue or earnings compared with
        actual and projected results of relevant prior periods.

        Consideration:  For the Company and many of its competitors, 2013 was
        a challenging year.  Lower demand for IT services projects and high-
        end enterprise servers resulted in a decline, when compared to 2012,
        in the Company's revenue, net income and cash flows from operating
        activities. However, the Company delivered its fifth consecutive year
        of profitability with 2013 diluted earnings per share of $2.08, and
        generated net cash from operating activities of approximately $187
        million (approximately $335 million before defined benefit pension
        plan contributions).  The Company ended 2013 with approximately $640
        million of cash compared with approximately $656 million at the end
        of 2012.

        The Company's underfunded defined benefit pension plan obligations
        improved by approximately $900 million to $1.5 billion at December 31,
        2013 from $2.4 billion at December 31, 2012, principally due to an
        increase in discount rates, as well as higher pension plan assets.
        This improvement and the Company's 2013 net income were the principal
        reasons the Company's deficit improved by approximately $925 million
        from $1.6 billion at December 31, 2012 to $664 million at December 31,
        2013.

        During 2013, the Company brought to market a range of products and
        services that position it to capitalize on large, growing markets,
        including its Stealth cybersecurity software and its Forward! by
        Unisys Intel-based computing platform.

     e) Other relevant entity-specific events such as changes in management,
        key personnel, strategy, or customers; contemplation of bankruptcy;
        or litigation.

        Consideration:  No such events occurred during 2013.

     f) Events affecting a reporting unit such as a change in the composition
        or carrying amount of its net assets, a more-likely-than-not
        expectation of selling or disposing all, or a portion, of a reporting
        unit, the testing for recoverability of a significant asset group
        within a reporting unit, or recognition of a goodwill impairment loss
        in the financial statements of a subsidiary that is a component of a
        reporting unit.

        Consideration:  No such events occurred during 2013.

     g) If applicable, a sustained decrease in share price (considered in both
        absolute terms and relative to peers).

        Consideration:  During 2013, the Company did not experience a sustained
        decrease in its share price.  The Company's common share price
        increased during 2013 by approximately 94% from $17.30 on December 31,
        2012 to $33.57 on December 31, 2013.

The Company also took into consideration whether there were significant
differences between the carrying amount and the estimated fair value of its
assets and liabilities, and the existence of significant unrecognized
intangible assets.  While the Company has a valuable portfolio of
intellectual property which is carried on its books at a zero value, the
excess of the Company's market capitalization (approximately $1.5 billion)
over its deficit was approximately $2.2 billion at December 31, 2013.  The
Company does not expect that a step two goodwill analysis, if it were required,
would result in an impairment of the approximately $189 million in goodwill
recorded at December 31, 2013.

Application of the goodwill impairment analysis requires significant judgment.
Based on consideration of the weight of evidence of the factors described
above, the Company concluded that it was not more likely than not that goodwill
was impaired as of October 1, 2013.

                               *   *   *

In addition, the Company acknowledges that:
* the Company is responsible for the adequacy and accuracy of the disclosure
  in the filing;
* Staff comments or changes to disclosure in response to Staff comments do not
  foreclose the Commission from taking any action with respect to the filings;
  and
* the Company may not assert Staff comments as a defense in any proceeding
  initiated by the Commission or any person under the federal securities laws
  of the United States.

The Company hopes that the above is responsive to the Staff's comments.

Very truly yours,

UNISYS CORPORATION

/s/ Janet Brutschea Haugen

Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer
</TEXT>
</DOCUMENT>

August 15 , 2014

Via E -mail
Ms. Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422

Re: Unisys  Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed February 24, 2014
File No. 001 -08729

Dear Ms. Haugen :

We have reviewed your letter dated August 1, 2014 in connection with the above -
referenced filing an d have the following comment.  In our comment , we may ask you to provide
us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested informatio n, or by advising us when you will provide the requested
response.   If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendme nt to your filing and the information you provide in
response to this comment, we may have  additional comments.   Unless otherwise noted , where
prior comments are referred to they refer to our letter dated July 22, 2014 .

Item 8. Financial Statements and Supplementary Data (Incorporated by reference from the
Unisys 2013 Annual Report to Stockholders, Exhibit 13)

Notes to Consolidated Financial Statements

Note 4. Goodwill, page 25

1. We note your response to prior comment 2.  Please provide us with your eva luation of
ASC 350 -20-35-3F through 35 -3G as well as your consideration of the factors in ASC
350-20-35-3C(a) through (g).

Ms. Janet Brutschea Haugen
Unisys Corporation
August 15 , 2014
Page 2

 You may contact Frank Knapp, Staff Accountant  at (202) 551 -3805 or Christine Davis,
Assistant Chief Accountant at (202) 551 -3408  if you have questions regarding comments on the
financial statements and re lated matters.  Please contact me at (202) 551 -3406  with any other
questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
August 1, 2014

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 the Fiscal Year Ended December 31, 2013
      Filed February 24, 2014
      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 filing set forth in
the Staff's letter dated July 22, 2014.  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.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (INCORPORATED BY
REFERENCE FROM THE UNISYS 2013 ANNUAL REPORT TO STOCKHOLDERS, EXHIBIT 13)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION, PAGE 21

COMMENT 1
We note your disclosure on pages 7 and 8 regarding system development
activity and customer prepayments.  Please tell us whether the customer
prepayments relate to only system development services or if there are
other services being provided.  Please tell us whether these services
have standalone value and tell us how you determined that the customer
prepayments should be recognized over the initial contract term.  Please
refer to the authoritative guidance you relied upon when determining your
accounting.

RESPONSE TO COMMENT 1
The customer prepayments do not relate to only system development
services but also relate to reimbursement for initial customer setup
costs.  Generally, the Company's contracts do not require customer
prepayments.  The fees related to such setup costs do not have standalone
value and are therefore deferred.  The Company recognizes both the
revenue and cost associated with such customer prepayments over the
initial contract term.  For approximately 70% of such contracts with a
customer prepayment balance, the initial contract term is from five and
ten years, and for the remaining contracts, the initial contract term is
from three up to five years.

The Company's policy to defer customer prepayments related to initial
customer setup fees is supported by the interpretive guidance within SAB
Topic 13, which states "the staff believes that up-front fees, even if
nonrefundable, are earned as the products and/or services are delivered
and/or performed over the term of the arrangement or the expected period
of performance and generally should be deferred and recognized
systematically over the periods that the fees are earned" (SAB Topic
13.A, paragraph 3.f  Q1 Response).  Footnote 39 of SAB Topic 13 expands
on the expected period of performance by stating "the revenue recognition
period should extend beyond the initial contractual period if the
relationship with the customer is expected to extend beyond the initial
term and the customer continues to benefit from the payment of the up-
front fee (e.g., if subsequent renewals are priced at a bargain to the
initial up-front fee)."

Customer prepayments, which are an immaterial portion of the overall
consideration to be paid under the Company's arrangements, are recognized
over the initial contract term.  In accordance with SAB Topic 13, for
each contract containing such customer prepayments, the Company evaluates
whether recognition of revenue for such prepayments over a period longer
than the initial contract term should be used.

For the following reasons, the Company recognizes such customer
prepayments over the initial contract term:
     a) such contracts are long-term in nature,
     b) the contracts do not include bargain renewal options and, with
        few exceptions, do not include option periods,
     c) given the highly competitive environment in the information
        services marketplace (see the Company's MD&A disclosure of the
        "Factors that may affect future results" on page 12 of Exhibit
        13), there is no assurance that the relationship with the
        customer will extend beyond the initial contract term,
     d) in those situations where the customer elects to renew or extend
        the arrangement, the price is determined based on the current
        market rate of the respective service and is not discounted as a
        result of the customer prepayment made at the onset of the
        original contract, and
     e) when an outsourcing contract is renewed or extended, a new
        negotiation occurs and the scope and/or pricing of the
        arrangement generally changes.

The Company has determined that the difference, if any, between revenue
recognized for customer prepayments over the initial contract term and
that which would have been recognized over a term extending beyond the
initial contract term is insignificant.

NOTE 4.  GOODWILL, PAGE 25

COMMENT 2
We note your disclosure that you performed your annual impairment test in
the fourth quarter and that goodwill was not impaired.  If you performed
a Step 2 quantitative goodwill analysis, please tell us the percentage by
which the fair value of each reporting unit exceeded its carrying value.
To the extent that a reporting unit's estimated fair value is not
substantially in excess of the carrying value and is potentially at risk
of failing step one of your goodwill impairment analysis, please disclose
in future filings, the percentage by which the fair value exceeded the
carrying value as of the date of the most recent test.  If you did not
perform a Step 2 quantitative analysis, please tell us how you considered
ASC 350-20-35-8A.

RESPONSE TO COMMENT 2
The Company did not perform a Step 2 quantitative goodwill analysis.

In accordance with ASC 350-20-35-4, the Company performed the first step
of the goodwill impairment test which is used to identify a potential
impairment by comparing the fair value of reporting units with their
carrying amount, including goodwill.  The Company determined that the
carrying amount of its reporting units did not exceed their estimated
fair value.  Since the carrying amount of both of the Company's reporting
units was negative, the Company then considered ASC 350-20-35-8A in
determining whether it was necessary to perform a Step 2 impairment
analysis.  This consideration included an evaluation, using the process
described in ASC 350-20-35-3F through 35-3G, including the events and
circumstances provided in ASC 350-20-35-3C (a) through (g).  The Company
also took into consideration whether there were significant differences
between the carrying amount and the estimated fair value of its assets
and liabilities, and the existence of significant unrecognized intangible
assets.  As a result of such evaluation, the Company concluded that it
was not more likely than not that goodwill was impaired as of October 1,
2013.

                               *   *   *

In addition, the Company acknowledges that:
* the Company is responsible for the adequacy and accuracy of the
  disclosure in the filing;
* staff comments or changes to disclosure in response to Staff comments
  do not foreclose the Commission from taking any action with respect to
  the filings; and
* the Company may not assert staff comments as a defense in any
  proceeding initiated by the Commission or any person under the federal
  securities laws of the United States.

The Company hopes that the above is responsive to the Staff's comments.

Very truly yours,

UNISYS CORPORATION

/s/ Janet Brutschea Haugen

Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer
</TEXT>
</DOCUMENT>

July 22, 2014

Via E -mail
Ms. Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422

Re: Unisys Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed February 24, 2014
File No. 001 -08729

Dear Ms. Haugen :

We have reviewed your filing an d have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Item 8. Fina ncial Statements and Supplementary Data (Incorporated by reference from the
Unisys 2013 Annual Report to Stockholders, Exhibit 13)

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Revenue recognition, page 2 1

1. We note your disclosure on pages 7 and 8 regarding system development activity and
customer prepayments.  Please tell us whether the customer prepayments relate to only
system development services or if there are other services being provided.  Please te ll us
whether these services have standalone value and tell us how you determined that the

Ms. Janet Brutschea Haugen
Unisys Corporation
July 22, 2014
Page 2

 customer prepayments should be recognized over the initial contract term.  Please refer to
the authoritative guidance you relied upon when determining your accountin g.

Note 4. Goodwill, page 25

2. We note your disclosure that you performed your annual impairment test in the fourth
quarter and that goodwill was not impaired.  If you performed a Step 2 quantitative
goodwill analysis, p lease tell us the percentage by whic h the fair value of each reporting
unit exceeded its carrying value.  To the extent that a reporting unit’s estimated fair value
is not substantially in excess of the carrying value and is potentially at risk of failing step
one of your goodwill impairment  analysis, please disclose  in future filings, the percentage
by which the fair value exceeded the carrying value as of the date of the most recent test.
If you did not perform a Step 2 quantitative analysis, please tell us how you considered
ASC 350 -20-35-8A.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the  company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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 disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Frank Knapp, Staff Accountant  at (202) 5 51-3805 or Christine Davis,
Assistant Chief Accountant at (202) 551 -3408  if you have questions regarding comments on the
financial statements and re lated matters.  Please contact me at (202) 551 -3406  with any other
questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

July 20 , 2012

Via Facsimile
Ms. Janet Brutschea Haugen
Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422

Re: Unisys Corporation
 Form 10-K for the fiscal year ended December 31, 2011
Filed February 24, 2012
File No. 001 -08729

Dear Ms. Haugen :

We have comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclos e the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.   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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

July 13, 2012
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 the fiscal year ended December 31, 2011
         Filed February 24, 2012
         File No. 001-08729

Dear Mr. Gilmore:

On behalf of Unisys Corporation (the "Company"), set forth below is the
Company's response to the comment of the Staff of the Securities and Exchange
Commission regarding the above referenced filing set forth in the Staff's
letter dated July 3, 2012.  For your convenience, we have repeated the comment
set forth in the Staff's letter and followed the comment with the Company's
response.

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION, PAGE 23

COMMENT
Your response to prior comment 1 indicates that you use estimated selling price
("ESP") to allocate revenue to systems integration and consulting, outsourcing
and infrastructure services.  Considering that you use ESP to allocate these
services, please tell us how you determined that the services have standalone
value.  In this regard, please tell us whether these services are actually sold
separately by either you or by a third-party.  We refer you to ASC 605-25-25-5.

RESPONSE TO COMMENT
ASC 605-25-25-5(a) states that a delivered item has standalone value to the
customer when either (1) any vendor sells that item separately or (2) the
customer could resell that item on a standalone basis.  For the items in
question, namely systems integration and consulting, outsourcing and
infrastructure services (which in many cases are highly customized or unique to
fit a particular customer's circumstances), these services are sold separately
by the Company.  The Company believes that these same services are normally
sold on a standalone basis by other vendors since in most cases the contracts
are competitively awarded as part of a request for proposal process held by the
customer.

                                      *   *   *

In addition, the Company acknowledges that:

* the Company is responsible for the adequacy and accuracy of the disclosure in
  the filing;
* Staff comments or changes to disclosure in response to Staff comments do not
  foreclose the Commission from taking any action with respect to the filings;
  and
* the Company may not assert Staff comments as a defense in any proceeding
  initiated by the Commission or any person under the federal securities laws
  of the United States.

The Company hopes that the above is responsive to the Staff's comments.

Very truly yours,

UNISYS CORPORATION

/s/ Janet Brutschea Haugen

Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer
</TEXT>
</DOCUMENT>

July 3, 2012

Via Facsimile
Ms. Janet Brutschea Haugen
Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422

Re: Unisys Corporation
 Form 10-K for the fiscal year ended December 31, 2011
Filed February 24, 2012
File No. 001 -08729

Dear Ms. Haugen :

We have reviewed you r letter dated June 18, 2012  in connection with the above -
referenced  filing an d have the following comment.  In our comment , we may ask you to provide
us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the r equested
response.   If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have  additional comments .  Unless otherwise noted, where
prior comments are referred to they refer to our letter dated June 5, 2012 .

Consolidated Financial Statements

Notes to Consolidated  Financial Statements

Note 1.  Summary of significant accounting policies

Revenue recognition, page 23

1. Your response to prior comment 1 indicates that you use estimated selling price ( “ESP”)
to allocate revenue to system integration and consulting, outsourcing and infrastructure
services.  Considering that you use ESP to allocate these services p lease tell us how you
determined that the services have standalone value.  In this regard, please tell us whether

Ms. Janet Brutschea Haugen
Unisys Corporation
July 3, 2012
Page 2

 these services are actually sold separately by either you or by a third -party.  We refer you
to ASC 605 -25-25-5.

You may contact Christine Davis at (202) 551 -3408 if you have questions regarding
comments on the financial statements and re lated matters.  Please contact me at (202) 551 -3406
with any other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
June 18, 2012

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, 2011
         Filed February 24, 2012
         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 filing set forth in the Staff's
letter dated June 5, 2012.  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.

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION, PAGE 23

COMMENT 1
Please tell us which elements in your multiple element arrangements you use
estimated selling price to allocate revenue.  Please describe for us, in
greater detail, the significant factors, inputs, assumptions and methods used
to determine the estimated selling price for these elements.

RESPONSE TO COMMENT 1
For multiple-element arrangements, the Company allocates the total revenue to
be earned under the arrangement among the various elements based on a selling
price hierarchy.  The selling price for a deliverable is based on its vendor
specific objective evidence ("VSOE") if available, third party evidence ("TPE")
if VSOE is not available, or the best estimated selling price ("ESP") if
neither VSOE nor TPE is available.

The Company uses ESP to allocate revenue in multiple-element arrangements for
products or services that contain (a) software components that are sold,
licensed or leased with tangible products when the software components and
non-software components (i.e., the hardware and software) of the tangible
product function together to deliver the tangible product's essential
functionality (e.g., sales of the Company's enterprise-class servers including
hardware and software), and (b) systems integration and consulting,
outsourcing, or infrastructure services.  Neither VSOE nor TPE can be used for
the above elements since they are rarely sold separately, there are not a
sufficient number of sales of the element to establish VSOE, or the elements
are highly customized or unique such that TPE does not exist.

The Company's ESP represents the price at which the Company would transact for
the deliverable if it were sold by the Company regularly on a standalone basis.
To establish ESP for those elements for which neither VSOE nor TPE are
available, the Company analyzes the population of pricing data points for
historical transactions involving such elements for a twelve month period. As
part of this analysis, the Company monitors and evaluates the ESP against
actual pricing to ensure that it continues to represent a reasonable estimate
of the standalone selling price.

For software components that are sold, licensed or leased with tangible
products when the software components and non-software components (i.e., the
hardware and software) of the tangible product function together to deliver the
tangible product's essential functionality, the Company's ESP of the products
is based on discounts off of internal list price.  For systems integration and
consulting, outsourcing, or infrastructure services, the Company's ESP is based
on the cost to provide the services plus a margin.

COMMENT 2
Please describe, in detail, your methodology for establishing vendor-specific
objective evidence (VSOE) for deliverables in your software arrangements.
Describe the various factors that affect your VSOE analysis including customer
type and other pricing factors (e.g., geographic region, purchase volume,
competitive pricing, perpetual versus term license, etc.).  Where VSOE is based
on stated renewal rates, please tell us how you determine the renewal rates are
substantive.  In this regard, please provide the range of renewal rates and
tell us what percent of your customers actually renew at such rates.  Where
VSOE is based on stand-alone sales, provide the volume and range of stand-alone
sales used to establish VSOE.

RESPONSE TO COMMENT 2
The Company licenses proprietary and third party software in multiple element
arrangements accounted for under the guidance of ASC 985-605 in which a
customer is provided a combination of software and related services including,
post-contract customer support ("PCS") and/or professional services that are
not essential to the functionality of the software. PCS includes rights to
upgrades, when and if available, telephone support, bug fixes and patches,
updates and enhancements. Professional services relate primarily to consulting
services and training.

Vendor specific objective evidence ("VSOE") of fair value exists for third
party software, undelivered PCS and professional services, and is established
by the price charged when the same element is sold on a standalone basis. VSOE
is not based on renewal rates. VSOE does not exist for proprietary software
since proprietary software is rarely sold separately and, thus, the Company
utilizes the residual method to determine the amount allocated to proprietary
software.

In order to determine that VSOE exists for third party software, PCS and
professional services, the Company performs a "Bell-Shaped Curve" analysis
("VSOE Analysis") using the entire population of standalone sales
(approximately 2,000 across the studies for each element) of the separate
elements during the twelve-month period of the study. The VSOE Analysis has
historically concluded that VSOE exists for the third party software, PCS and
professional services since a substantial majority of the standalone sales of
those elements (between 72% to 94%, depending on the element during the period
of the most recent study) fell within a range of plus or minus 15% from the
midpoint of their respective price points.

The Company advises the Staff that it does not stratify the data for different
geographic regions or customer type when performing the VSOE Analysis for the
above elements since the pricing of these elements is controlled centrally and
is largely based on established list prices.

NOTE 14.  LITIGATION AND CONTINGENCIES, PAGE 36

COMMENT 3
We note your discussion of several matters to which the company is currently
involved.  If there is at least a reasonable possibility that a loss exceeding
amounts recognized may have been incurred for the outstanding matters, in your
next periodic filing, please either disclose an estimate (or, if true, state
that the estimate is immaterial in lieu of providing quantified amounts) of the
additional loss or range of loss, or state that such an estimate cannot be made.
Please refer to ASC 450-20-50 and Interpretive Response to Question 2 of SAB
Topic 5Y.

RESPONSE TO COMMENT 3
In accordance with the relevant accounting guidance, the Company discusses in
its litigation and contingencies footnote those matters for which it believes
that the likelihood of a material loss is at least reasonably possible.  In
future periodic filings, the Company will disclose (either individually or in
the aggregate) an estimate or range of possible loss in excess of amounts
accrued, if any, for these matters if such a loss can be reasonably estimated
(or, if true, will state that the estimate is immaterial in lieu of providing
quantified amounts).  If such loss cannot be reasonably estimated, the Company
will state that an estimate of the additional loss or range of loss cannot be
made.

NOTE 16.  EMPLOYEE PLANS

RETIREMENT BENEFITS, PAGE 42

COMMENT 4
We note your disclosure on page 44 that your U.S. expected long-term rate of
return on plan assets was 8.75% in 2010 and 2011 and will be 8% in 2012.  We
also note that your equity and debt securities ranges were 65-71% and 23-29% in
2010 and 52-64% and 33-39% in 2011.  Considering the shift in asset mix that
occurred in 2011 please explain your basis for retaining the 8.75% rate in 2011.
In this regard, please explain to us why your 2011 rate was not reduced
considering that the asset allocation shifted approximately 10% between equity
and debt securities.

RESPONSE TO COMMENT 4
For purposes of determining the 2011 net periodic pension cost, at December 31,
2010, the Company set its expected long-term rate of return on U.S. plan assets
at 8.75% considering its asset allocation targets and ranges in effect at that
time and expected for 2011.

In late 2011, the Company began to implement a change to its U.S. asset
allocation in order to achieve the asset allocation disclosed on page 44 by
December 31, 2011.

To establish the Company's 2012 expected long-term rates of return, the new
asset allocation targets in effect at December 31, 2011 were considered.  As a
result, the Company set its U.S. expected long-term rate of return on plan
assets at 8% for 2012.

                                   *   *   *

In addition, the Company acknowledges that:

* the Company is responsible for the adequacy and accuracy of the disclosure in
  the filing;
* Staff comments or changes to disclosure in response to Staff comments do not
  foreclose the Commission from taking any action with respect to the filings;
  and
* the Company may not assert staff comments as a defense in any proceeding
  initiated by the Commission or any person under the federal securities laws
  of the United States.

The Company hopes that the above is responsive to the Staff's comments.

Very truly yours,

UNISYS CORPORATION

/s/ Janet Brutschea Haugen

Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer
</TEXT>
</DOCUMENT>

June 5, 2012

Via Facsimile
Ms. Janet Brutschea Haugen
Chief Financial Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, PA 19422

Re: Unisys Corporation
 Form 10-K for the fiscal year ended December 31, 2011
Filed February 24, 2012
File No. 001 -08729

Dear Ms. Haugen :

We have reviewed your filing an d have the following comments.  Please note that we
have limited our review to only your financial statements and r elated disclosures.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your respons e.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 1.   Summary of significant accounting policies

Revenue recognition, page 23

1. Please tell us which elements in your multiple element arrangements you use estimated
selling price to allocate revenue.  Please describe for us , in greater detail , the significant
factors, inputs, assumptions and methods used to determine the estimated selling price for
these elements.

Ms. Janet Brutschea Haugen
Unisys Corporation
June 5, 2012
Page 2

 2. Please describe, in detail, your methodology for establishing vendor -specific objective
evidence ( VSOE ) for deliverables in your software arrangements .  Describe the various
factors th at affect your VSOE analysis including customer type and other pricing factors
(e.g., geographic region, purchase volume, competitive pricing, perpetual versus term
license, etc).  Where VSOE is based on stated renewal rates, please tell us how you
determin ed the renewal rates are substantive.  In this regard, please provide the range of
renewal rates and tell us what percentage of your customers actually renew at such rates.
Where VSOE is based on stand -alone sales, provide the volume and range of stand -alone
sales used to establish VSOE.

Note 14.  Litigation and contingencies, page 36
3. We note your di scussion of several matters to which the company is currently involved.
If there is at least a reasonable possibility that a loss exceeding amounts recognize d may
have been incurred for the outstanding matters , in your next periodic filing, please either
disclose an estimate (or, if true, state that the estimate is immaterial in lieu of providing
quantified amounts) of the additional loss or range of loss, or state that such an estimate
cannot be made.  Please refer to ASC 450 -20-50 and Interpretive Response to Question 2
of SAB Topic 5Y.

Note 16.  Employee plans

Retirement benefits, page 42
4. We note your disclosure on page 44 that your U.S . expected long -term rate of return on
plan assets was 8.75% in 2010 and 2011 and will be 8% in 2012.  We also note that your
equity and debt securities ranges were 65 -71% and 23 -29% in 2010 and 52 -64% and 33 -
39% in 2011.  Considering the shift in asset mix that occurred in  2011 please explain
your basis for retaining the 8.75% rate in 2011.  In this regard, please explain to us why
your 2011 rate was not reduced considering that the asset allocation shifted
approximately 10% between equity and debt securities.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

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

Ms. Janet Brutschea Haugen
Unisys Corporation
June 5, 2012
Page 3

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Christine Davis  at (202) 551 -3408  if you have questions regarding
comments on the financial statements and re lated matters.  Please contact me at (202) 551 -3406
with any other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

August 20, 2010

Janet Brutschea Haugen Chief Financial Officer Unisys Corporation 801 Lakeview Drive, Suite 100 Blue Bell, PA 19422
Re: Unisys Corporation
Form 10-K for the Fiscal Year Ended December 31, 2009  File No. 001-08729
 Dear Ms. Haugen:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time on the specific issues raised.
Sincerely,

Patrick Gilmore Accounting Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

July 6, 2010

J. Edward Coleman, Chief Executive Officer Unisys Corporation Township Line & Union Meeting Rds-A Unisys Way Blue Bell, PA 19424
Re: Unisys Corporation  Form 10-K for the 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. Coleman:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2009

Item 1.  Business

Backlog, page 2
1. Please tell us what portion of the backlog orders expected to be filled in 2010 was
generated by funded government contracts a nd tell us what consideration you gave to
disclosing this information, if material.

 J. Edward Coleman
Unisys Corporation July 6, 2010 Page 2  Item 1A.  Risk Factors (Incorporated by re ference from the Unisys 2009 Annual Report to
Stockholders, Exhibit 13)

General
2. Please revise the subcaptions in future filings to adequately describe the risk discussed in
the risk factor, as well as how each risk imp acts you.  See Item 503(c) of Regulation S-K.
Please note that this comment also applies to your filings on Form 10-Q.
 Item 8.  Financial Statements and Supplement ary 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

3. We note your disclosures on page 16 regarding yo ur contracts with governmental entities.
You discuss certain provisions re lated to these contracts that appear to constitute fiscal
funding clauses.  Please describe  the nature of your contract s with governmental entities,
including the products and/or services generally sold pursu ant to these agreements.
Additionally, please tell us how these contract provisions impact revenue recognition, and how you considered ASC 985-605-25-38 th rough 25-40 and any other guidance, as
applicable.
4. We note your disclosure on page 16 which states that your ou tsourcing agreements
require that prices be benc hmarked and provide for a downward adjustment to those
prices if the pricing for similar services in  the market has change d.  This appears to
suggest that uncertainties exis t regarding your abil ity 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 th e impact this has on revenue recognition.
 Item 10.  Directors, Executive Officers and Co rporate Governance (Incorporated by Reference
From Proxy Statement Filed March 18, 2010)
 Risk Oversight, page 15

 5. Your disclosure does not appear to address whether your compensati on policies relate to
risk-taking incentives.  See Item 402(s) of Regul ation 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.

 J. Edward Coleman
Unisys Corporation July 6, 2010 Page 3  Item 11.  Executive Compensation (Incorporated  by Reference From Proxy Statement Filed
March 18, 2010)

Executive Compensation

Compensation Discussion and Analysis
 Principal Components of Ex ecutive Officer Compensation

Variable Short-Term Incentive Compensation, page 35
 6. Your disclosure on pages 32 and 35 indicates th at individual performance is an element
of the amounts awarded to your named execu tive 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.
 7. We note your disclosure on page 37 that  you have not quantified business unit
performance metrics because you do not repor t publicly the resu lts of your various
business units and do not believe that disclo sing 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 compensati on 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 a ddition, if you are relying on
Instruction 4, please tell us how you cons idered discussing the level of difficulty
associated with achieving the undisclosed targ et levels, as required by the Instruction.

Long-Term Incentive Awards, page 38

8. In your response letter, pl ease include a more detailed explanation of how you
determined the amount and type of equity awarded to each named executive officer during the last fiscal year.  Include similar disclosure in future filings, if applicable.
 Item 15.  Exhibits and Financial Statement Schedules

 Exhibits 31.1 and 31.2

9. Paragraph 4(d) of the certifications omits the parenthetical “(the regist rant’s fourth fiscal
quarter in the case of an annual report).”  Th e certifications may not be changed in any
respect from the language of Item 601(b)(31) of Regulation S-K, even if the change

 J. Edward Coleman
Unisys Corporation July 6, 2010 Page 4
would appear to be inconsequential in natu re.  See Section II.B.4 of SEC Release No. 33-
8124.  Please note that this comment also appl ies to your quarterly report on Form 10-Q
for the fiscal quarter ended March 31, 2010.  Please confirm that you will use the
language specified in Item 601( b)(31) in future filings.
 Form 10-Q for the Fiscal Quarter Ended March 31, 2010

 Notes to Consolidated Financial Statements (Unaudited)

 Note b., page 7

10. We that you recorded a $20 million charge in the first quarter of 2010 as a result of the
adoption of highly inflationary accounting and the devaluation of the Bolivar Fuerte that
occurred in January 2010.  Please expand your disclosure and your MD&A discussion in
future filings to provide a more comprehens ive discussion of your Venezuelan operations
that provides a greater level of  detail regarding the monetary and nonmonetary assets and
liabilities that ar e exposed to exchange rate changes as well as providing the disclosures
required under ASC 830-30-S99.
Note m., page 13
11. We note that effective January 1, 2010 you adopted the guidance in ASC 860-10 pursuant
to which you have determined that the U.S. trade accounts receivable facility no longer meets the requirements to be treated as a sale, and will therefore be accounted for as a secured borrowing.  Please provide us with your analysis under ASC 860-10 that supports
the conclusions reached.

Item 4.  Controls and Procedures, page 24

12. We note that your principal executive officer  and principal financial officer have
concluded that your disclosure  controls and procedures we re effective for “gathering,
analyzing and disclosing the information the Company is required to disclose in the
reports it files under the Securities Exch ange Act of 1934, within the time periods
specified in the SEC’s rules and forms.”  Pl ease confirm, if true , that your principal
executive officer and principal financial officer  concluded that information required to be
disclosed by you in the reports that you file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time  periods specified in the
Commission’s rules and forms.   In addition, confirm, if true , that your officers concluded
that your disclosure controls a nd procedures are also effective to ensure that information
required to be disclosed in the reports that  you file or submit under the Exchange Act is
accumulated and communicated to your management, including your chief executive officer and chief financial officer, to a llow timely decisions regarding required
disclosure.  Please provide us  with a representation that in future filings, where you

 J. Edward Coleman Unisys Corporation July 6, 2010 Page 5
include the definition of disclosure controls  and procedures, you will include disclosure
conforming to Exchange Act Rule 13a-15(e).  Note also that in lieu of providing the entire definition of disclosure  controls and procedures, you may include a reference Rule
13a-15(e) without including a ny part of the definition.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

You may contact Jennifer F ugario, Staff Accountant, at  (202) 551-3482 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Evan Jacobson, Staff Attorney, at (202) 551-3428 , Maryse Mills-Apenteng, Special Counsel, at
(202) 551-3457 or me at (202) 551- 3406 with any other questions.

Sincerely,

Patrick Gilmore Accounting Branch Chief

Mail Stop 4561         December 23, 2008
Nancy Straus Sundheim
Senior Vice President, Gene ral Counsel and Secretary
Unisys Corporation  Unisys Way  Blue Bell, PA 19424

Re: Unisys Corporation
  Registration Statement on Form S-3
Filed November 26, 2008
  File No. 333-155735
 Form 10-K for the fiscal year ended December 31, 2007
Filed February 29, 2008
 File No. 001-08729
 Dear Ms. Sundheim:
We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your documents in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
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 us at the telephone numbers listed at the end of this letter.
 Registration Statement on Form S-3 filed November 26, 2008

Calculation of Registration Fee

1. We note that the registration fee table indicates that you ar e relying on Rule
415(a)(6) to include $440 million worth of unsold securities that had been

Nancy Straus Sundheim
Unisys Corporation
December 23, 2008 Page 2
previously registered on a Form S-3 filed April 5, 2002 (File No. 333-85650) in
the pending registration statement.  We note further that based on the fee table of the prior registration statement, the am ount to be registered was $1,350 million.
However, the cover page of the prior regi stration statement indi cates an amount of
$1,500 million.  Please clarify the source of  the additional $150 million worth of
securities.  Further, please confirm that you have paid all of the registration fees
for the unsold securities covered by the earlier registration statement  that are included in the pending registration statement.
 Annual Report on Form 10-K filed February 29, 2008

 Item 9A. Controls and Procedures, page 7

 2. We note the conclusion of your certifyi ng officers in your Form 10-K that your
disclosure controls and procedures we re not effective and that management
identified a material weakness in internal  control over financia l reporting as of
December 31, 2007.  We note similar disc losure in your Forms 10-Q for the
quarters ended September 30, June 30 and March 31, 2008.   You disclose the measures implemented during the applicab le quarter to improve your internal
control over financial reporting and indicat e that this material weakness had not
been remedied as of the end of the applicable periods.  In future filings, please
provide an estimated timetable for remediati on and any associated material costs.

* * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  Your responsive amendment should also include a marked copy of the
amended filing that conforms with the pr ovisions of Rule 310 of Regulation S-T.
Marked copies such as those in HTML format  that show changes within paragraphs help
us to expedite our review.  Please furnish a cover letter with your  amendment that keys
your responses to our comments and provides an y requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
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 Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Nancy Straus Sundheim
Unisys Corporation December 23, 2008 Page 3
• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement 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 our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rule 461  regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 Please contact Michael F. Johnson at (202) 551-3477 with any questions.  If you
require further assistance you ma y contact me at 202-551-3457.

     S i n c e r e l y ,          Maryse Mills-Apenteng      A t t o r n e y - A d v i s o r
 cc: Via Facsimile (212) 455-2502

 Rise B. Norman, Esq.  Simpson Thacher & Bartlett LLP

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               UNISYS CORPORATION
                                   Unisys Way
                          Blue Bell, Pennsylvania 19424

							June 1, 2009

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
Attention:	Maryse Mills-Apenteng

Re: 	Acceleration Request for Unisys Corporation
	Registration Statement on Form S-3 (File No. 333-155735)

Dear Ms. Mills-Apenteng:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, Unisys
Corporation hereby respectfully requests acceleration of the above-referenced
Registration Statement on Form S-3 so that it will become effective at 10:00
a.m. Eastern time on June 4, 2009, or as soon thereafter as practicable.

      As you requested, the undersigned hereby acknowledges that:

* should the Securities and Exchange Commission (the "Commission") or the staff
of the Commission (the "Staff"), acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking
any action with respect to the filing;

* the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the undersigned
from its full responsibility for the adequacy and accuracy of the disclosure in
the filing; and

* the undersigned may not assert Staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

If you have any questions, please contact Virginia Pappas, Esq., Associate
General Counsel, at (215) 986-4058.

                                            Sincerely,

                                            UNISYS CORPORATION

                                            By: /s/ Scott A. Battersby
                                                ----------------------
                                          Name: Scott A. Battersby
                                         Title: Vice President and Treasurer
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

January 26, 2009

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

Attention:   Maryse Mills-Apenteng
             Attorney-Advisor

Re:   Unisys Corporation
      Registration Statement on Form S-3
      Filed November 26, 2008
      File No. 333-155735

      Form 10-K for the fiscal year ended December 31, 2007
      Filed February 29, 2008
      File No. 001-08729

Dear Ms. Mills-Apenteng:

On behalf of Unisys Corporation (the "Company"), set forth below is the
Company's response to the comments contained in the Commission's December 23,
2008 letter regarding the filings referenced above.  For your convenience, we
have repeated the comment set forth in the letter and followed it with the
Company's response.

COMMENT:

Registration Statement on Form S-3 filed November 26, 2008

Calculation of Registration Fee

1.    We note that the registration fee table indicates that you are relying on
Rule 415(a)(6) to include $440 million worth of unsold securities that had been
previously registered on a Form S-3 filed April 5, 2002 (File No. 333-86560) in
the pending registration statement.  We note further that based on the fee
table of the prior registration statement, the amount to be registered was
$1,350 million.  However, the cover page of the prior registration statement
indicates an amount of $1,500 million.  Please clarify the source of the
additional $150 million worth of securities.  Further, please confirm that you
have paid all of the registration fees for the unsold securities covered by the
earlier registration statement that are included in the pending registration
statement.

RESPONSE:

Pursuant to Rule 429 under the Securities Act of 1933, the registration
statement filed in April 2002 (File No. 333-86560) covered $1,350 million of
new securities and $150 million of securities previously registered on a
registration statement on Form S-3 filed May 5, 1998 (File No. 333-51885).  In
the April 2002 registration statement, the Company included the following
legend after the fee table:

        PURSUANT TO RULE 429 UNDER THE SECURITES ACT OF 1933, THE PROSPECTUS
CONTAINED IN THIS REGISTSRATION STATEMENT IS A COMBINED PROSPECTUS AND RELATES
TO SECURITIES REGISTERED UNDER THIS REGISTRATION STATEMENT AS WELL AS
$150,000,000 OF SECURITIES PREVIOUSLY REGISTERED AND REMAINING UNSOLD UNDER THE
REGISTRATION STATEMENT OF UNISYS CORPORATION ON FORM S-3 (NO. 333-51885).  THIS
REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO SUCH
REGISTRATION STATEMENT ON FORM S-3 (NO. 333-51885), WHICH AMENDMENT SHALL
BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS REGISTRATION
STATEMENT.  IF SECURITIES PREVIOUSLY REGISTERED UNDER THAT PREVIOUS
REGISTRATION STATEMENT ARE OFFERED AND SOLD BEFORE THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT, THE AMOUNT OF PREVIOUSLY REGISTERED SECURITIES SO SOLD
WILL NOT BE INCLUDED IN THE PROSPECTUS HEREUNDER.

The Company paid a registration fee with respect to the $150 million of
securities at the time of the filing of the May 1998 registration statement and
paid a registration fee with respect to the $1,350 million of securities at the
time of the filing of the April 2002 registration statement.  The Company
therefore confirms that it has paid all of the registration fees for the unsold
securities covered by the earlier registration statement that are included in
the pending registration statement.

COMMENT:

Annual Report on Form 10-K filed February 29, 2008

Item 9A.  Controls and Procedures, page 7

2.    We note the conclusion of your certifying officers in your Form 10-K that
your disclosure controls and procedures were not effective and that management
identified a material weakness in internal control over financial reporting as
of December 31, 2007.  We note similar disclosure in your Forms 10-Q for the
quarters ended September 30, June 30 and March 31, 2008.  You disclose the
measures implemented during the applicable quarter to improve your internal
control over financial reporting and indicate that this material weakness had
not been remedied as of the end of the applicable periods.  In future filings,
please provide an estimated timetable for remediation and any associated
material costs.

RESPONSE:

If future filings indicate that this material weakness has not been remedied,
the Company will provide in such filings an estimated timetable for the actions
the Company is taking in response to the material weakness.  In addition, if
there are any associated material costs that can be estimated, the Company will
provide in such filings an estimate of such costs.

The Company hopes that the above is responsive to the Staff's comments.

Very truly yours,

UNISYS CORPORATION

Nancy Straus Sundheim
Senior Vice President, General Counsel
and Secretary
</TEXT>
</DOCUMENT>

Room 4561

    April 3, 2008

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

Re: Unisys Corporation
 Form 8-K Filed Ma rch 20, 2008
 File No. 1-8729

Dear Mr.McGrath,

 We have completed our review of your Form 8-K and have no further comments
at this time on the specific issues raised.

       S i n c e r e l y ,

       Mark Kronforst
       Accounting Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
April 1, 2008

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

Attention: Mark Kronforst, Accounting Branch Chief

Re:  Unisys Corporation
         Form 8-K Filed March 20, 2008
         File No. 001-08729

Dear Mr. Kronforst:

On behalf of Unisys Corporation (the "Company"), set forth below is the
Company's response to the comment contained in the Commission's letter of March
26, 2008 regarding the above referenced filing.  For your convenience, we have
repeated the comment and have followed it with the Company's response.

Comment:
Form 8-K Filed March 20, 2008

General

1.  We have read the disclosures contained in the Exhibit 16 letter.  Confirm to
us that you consulted with representatives of KPMG to discuss revenue
recognition matters.  In addition, tell us who participated in these meetings
and describe the content of the discussions.

Response:

As set forth in the Form 8-K, the Company did not, nor did anyone on its behalf,
consult KPMG during the Company's two most recent fiscal years or any subsequent
interim period prior to the Company's engagement of that firm regarding the
application of accounting principles to a specified transaction (completed or
proposed), the type of audit opinion that might be rendered on the Company's
financial statements, any matter being the subject of disagreement or
"reportable event" or any other matter as defined in Regulation S-K, Item 304
(a)(1)(iv) or (a)(1)(v).

The Company did meet with KPMG on two occasions to discuss revenue recognition
issues impacting the technology industry, how these issues were affecting other
KPMG clients and KPMG's views on future trends in accounting for complex revenue
recognition transactions.  The discussions were generic in nature, and at no
time was there reference to specific completed or proposed Unisys transactions.
It was understood by all parties present at both meetings that there was to be
no discussion of either completed or proposed Unisys transactions.  This was
stated at the outset of both meetings by both the Company and KPMG and was
adhered to during both meetings.

The first meeting took place on September 5, 2007.  Unisys participants were
Joseph Munnelly, Vice President and Corporate Controller, and Roger Gaspar,
Director of Accounting.  KPMG participants were John V. McKee, Terence J.
Connors and Matthew Doyle, each of whom is a partner in the Philadelphia office
of KPMG, and Glen Davison and Tamara Mathis, each of whom is a partner in KPMG's
Department of Professional Practice.  This meeting was to provide KPMG personnel
with some insight into the Unisys business offerings and to develop discussion
topics for the second meeting, and to allow KPMG to share perspectives on
current developments and trends in revenue recognition with respect to the
technology industry.  At no time were specific proposed or completed Unisys
transactions discussed.

The second meeting took place on October 2, 2007. Unisys participants were
Joseph McGrath, President and Chief Executive Officer, Janet Haugen, Senior
Vice President and Chief Financial Officer, and William Reinheimer, Assistant
Controller.  KPMG participants were Mr. McKee, Mr. Doyle, Mr. Davison, Ms.
Mathis and Philmer H. Rohrbaugh, Vice Chair Industries.  At the second meeting,
the participants discussed general technology industry revenue recognition
concepts. Additionally, the participants discussed the general nature of current
developments in technology industry revenue recognition including a discussion
of possible areas where there might (or might not be) future rulemaking
activities.   At no time were specific completed or proposed Unisys transactions
discussed.

As part of KPMG's client acceptance process, it evaluated whether any
consultations with the Company had occurred over the past two years.  The
Company has been advised by KPMG that, based on its evaluation, KPMG has
concluded that the meetings described above did not constitute consultation and
that, based on the nature of the discussions; KPMG does not believe the meetings
had any elements of a consultation.

                                     ***

The Company acknowledges that:

*   the Company is responsible for the adequacy and accuracy of the disclosure
in the filing;

*   staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the filing;
and

*   the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

The Company hopes that the above is responsive to the Staff's comment.

Very truly yours,

UNISYS CORPORATION

Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer

cc:   Marc Thomas

</TEXT>
</DOCUMENT>

Room 4561
    March 26, 2008

Mr. Joseph W. McGrath  Chief Executive Officer  Unisys Corporation          Unisys Way

Blue Bell, PA 19424
Re: Unisys Corporation
 Form 8-K Filed Ma rch 20, 2008
 File No. 1-8729

Dear Mr.McGrath,

We have reviewed the above referenced filing and have the following comment.
Please note that we have limited our review  to the matters addr essed in the comment
below.  If indicated, we think you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In our comment, we may ask you to provide us with supplemental
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   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 filing.  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 us at the tele phone numbers at the en d of this letter.

Form 8-K Filed March 20, 2008

General
1. We have read the disclosures contained in  the Exhibit 16 letter.  Confirm to us
that you consulted with representatives of KPMG to discuss revenue recognition
matters.  In addition, tell us who particip ated in these meetings and describe the
content of the discussions.

Mr. Joseph W. McGrath
Unisys Corporation
March 26, 2008   Page 2
Please respond to this comment within fi ve business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials
on EDGAR as required by Rule 101 of Regulat ion S-T.  If you amend your filings, you
may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your response to our
comment and provides any requested information.  Detailed cover letters greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your amendment and response to our comment.    We urge all persons who are responsi ble for the accuracy an d 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
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.
  In connection with responding to our comment, 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 disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities 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 Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
   You may contact Marc Thomas at ( 202) 551-3452 or me at (202) 551-3451 if
you have any questions regard ing the above comment.
         S i n c e r e l y ,             Mark Kronforst          Accounting Branch Chief

Mr. Joseph W. McGrath
Unisys Corporation   March 26, 2008   Page 3

Mail Stop 4561

  November 29, 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 reviewed your response letter  dated November 2, 2007 and have the
following comment.  Please respond to our comment by December 13, 2007 or tell us by
that time when you will provide us with a re sponse.  If the comment requests revised
disclosure in future filings, please confir m in writing that you will comply with the
comment in your future filings and also e xplain to us how you intend to comply.  We
welcome any questions you may have about our comments or any other aspect of our review.
1. Refer to comment 8 of our letter date d August 21, 2007.  Please provide a more
detailed analysis justifying the omission of disclosure relating to group revenue
and pre-tax profit performance.  The cr iterion for applying the exemption is a
reasonable showing that disclosure would cause substantial competitive harm.  Such a showing is not satisfied by general statements that some harm will occur, such as that made at the top of page 4 of your response.

Joseph W. McGrath
Unisys Corporation November 29, 2007 Page - 2 -

 2Please contact me at (202) 551-3397 with any questions.

Sincerely,    Jay E. Ingram  Attorney Advisor

Mail Stop 4561

  February 15, 2008

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 reviewed your January 11, 2008 response to our comments of November
29, 2007.  Without more detail, we cannot agre e or disagree with your conclusion that
you have an appropriate basis to omit the performance targets re lating to performance-
based restricted stock units under your long- term incentive plan.  Since you are in
possession of all of the facts related to your di sclosure, we have decided that we have no
basis to disagree with your decision to omit th is information from your filing.  As in all
cases, we remind you that you are responsible  for the adequacy and accuracy of the
disclosure in your filings.   We do not have any further comments on your filing.
 If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3397.
Sincerely,    Jay E. Ingram  Senior Attorney

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

January 11, 2008

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 is the
Company's response to the comment contained in the Commission's November 29,
2007 letter regarding the proxy statement referenced above and the Company's
response letter dated November 2, 2007.  For your convenience, we have repeated
the comment set forth in the letter and followed it with the Company's response.

COMMENT:

1.     Refer to comment 8 of our letter dated August 21, 2007.  Please provide
a more detailed analysis justifying the omission of disclosure relating to
group revenue and pre-tax profit performance.  The criterion for applying the
exemption is a reasonable showing that disclosure would cause substantial
competitive harm.  Such a showing is not satisfied by general statements that
some harm will occur, such as that made at the top of page 4 of your response.

RESPONSE:

As set forth in the Company's November 2, 2007 response letter, incentive
compensation that incorporates corporate performance targets typically consists
of (1) short-term, annual cash incentives under the Company's Executive
Variable Compensation Plan (the "EVC Plan") and (2) long-term, performance-
based restricted stock units ("RSUs") under the Company's long-term incentive
plan.

EVC Plan.
--------
For the reasons set forth below, the Company does not believe that
quantitative disclosure of performance targets in the context of the EVC Plan
is material to an understanding of the Company's compensation programs.  As
disclosed in the 2007 proxy statement, the amount of funding that is made
available for payment to all participants under the EVC Plan for a particular
year depends primarily upon the degree to which the Company meets certain
performance targets for that year.  Once the amount of funding is determined,
however, amounts actually paid to an individual from the available funding
depend upon that individual's performance and, as set forth in the 2007 proxy
statement, can range from 0% to 150% of the individual's proportionate share of
the amount that was funded based on company performance.  In its 2007 proxy
statement, the Company disclosed the items of corporate performance that were
taken into account (revenue and pre-tax profit) and the extent to which the
Company's 2006 performance did or did not meet the targets.  "For 2006, the
Company's revenue was below the threshold level, and therefore the Company made
funding available only in respect of pre-tax profit."  The Company went on to
disclose that the targets were subject to adjustment by the chief executive
officer and the Compensation Committee for one-time and extraordinary items and
that the total amount of funding made available was approximately 17% of the
total target amount because of adjustments made by the Compensation Committee.
Future proxy statements will continue to disclose the nature of the performance
targets and corporate performance relative to those targets as well as any
adjustments to the targets.  As the Company stated in its November 2, 2007
letter, it will also continue to disclose the total amount of funding made
available (as a percentage of total target awards).  With respect to awards made
to the named officers, the Company will disclose the award by both dollar
amount and as a percentage of target, thus allowing investors to see the
relationship of the officer's payout to the amount available generally to all
participants.  As stated in its November 2 letter, the Company will also
discuss the principal factors considered when determining the amount of awards
made to the named officers, thus giving investors insight into the material
elements considered for each individual's actual bonus.  The Company believes
that this disclosure is all that is necessary to an understanding of the EVC
Plan and that quantitative disclosure of the performance targets used to
determine overall funding, but not individual payouts, is not "material
information that is necessary to an understanding of [Unisys] compensation
policies and decisions regarding the named executive officers." (Instruction 1
to Item 402(b) of Regulation S-K).

The Company also believes that disclosure along the lines set forth above is
responsive to all of the relevant items in the list in Item 402(b)(2): clause
(v) (the specific items of corporate performance taken into account in setting
compensation policies and making compensation decisions), clause (vi) (how
specific forms of compensation are structured and implemented to reflect the
Company's performance, including whether discretion can be or has been
exercised), clause (vii) (how specific forms of compensation are structured and
implemented to reflect the executive officer's individual performance and/or
individual contribution to company performance) and clause (viii) policies and
decisions regarding the adjustment of awards if the registrant's performance
measures upon which the awards are based are restated or otherwise adjusted in
a manner that would reduce the size of an award or payment).  The Company also
notes that, in disclosing how its performance compared to the performance
targets, it will have also disclosed the degree of difficulty inherent in
achieving them.

In addition to its view that quantitative disclosure of the performance targets
used to determine overall funding for the EVC Plan is not material to an
understanding of that plan, the Company also believes, for the reasons set
forth below, that disclosure of performance targets would cause it competitive
harm.

Performance-Based RSUs.
----------------------
As disclosed in the 2007 proxy statement, the degree to which performance-based
RSUs vest is dependent upon the degree to which the Company meets performance
targets for the relevant performance period.  In its 2007 proxy statement,
Unisys disclosed the items of corporate performance that comprised the targets
(pre-tax profit and revenue growth rate), the performance periods, the
weighting for each performance criterion, the number of shares that would be
received by each named officer upon achievement of each of the threshold,
target and maximum levels, the degree to which the performance goals were met
in the 2006 performance period, the degree to which RSUs vested with respect to
2006 and the likelihood of the Company's achieving the performance targets in
future award periods.  The Company believes that this is all the material
information about performance-based RSUs that is necessary to an understanding
of those awards and that quantitative disclosure of the performance targets
does not materially enhance that understanding.

In addition, the Company believes that disclosure of these targets would cause
it substantial competitive harm.  For RSUs granted in 2007, performance targets
consist, as they did in 2006, of pre-tax profit and revenue growth rate goals
for the relevant performance period.  For awards made in 2007, the performance
period is three years (2007-2009).  As the Company stated in both its 2007
proxy statement and its November 2, 2007 letter, both the pre-tax profit and
the revenue targets are based on the Company's Board-approved operating and
strategic plans, which outlook the Company's anticipated results for the
current year and subsequent periods, taking into account confidential strategic
plans and decisions with regard to investments, divestitures, shifts in
business focus, cost reduction actions and the like.  The targets, therefore,
consist of highly sensitive data regarding the Company's projected financial
results, which the Company does not disclose publicly because it believes that
disclosure would harm its competitive position.

Disclosure of the performance targets for future performance periods would
require the Company to reveal its anticipated future revenue growth rates and
profitability, as well as strategic alternatives under consideration.  This
would provide access to previously undisclosed information as well as insight
into the Company's internal financial forecasting and models and its business
strategy.

Among other things, this would place the Company at a competitive disadvantage
with respect to competitors.  If competitors had knowledge of the Company's
revenue and profit targets, they could unfairly engage in pricing and
negotiation tactics with respect to both customers and employees that are
detrimental to the Company's business.  For example, if revenue and
profitability targets were to be disclosed, Company competitors would gain
insight into the components of the Company's costs and anticipated profit
margins and could use this information to offer more favorable terms to
potential customers, thus gaining a competitive advantage over the Company.

In addition, if the Company's anticipated revenue and profitability results
were made public, the Company believes that its ability to attract and retain
both employees and customers would be seriously impaired.  As the Company
stated in its November 2 letter, the Company is in the midst of a multi-year
plan to fundamentally reposition its business.  The repositioning includes
focusing the Company's resources on high-growth market areas, enhancing sales
and marketing programs, divesting non-strategic areas of the business, and
reducing the Company's cost structure through headcount reductions and other
actions.  The Company's forecasts reflect the magnitude of the intended
changes.  They also reflect the anticipated disruptions associated with the
restructuring actions as well as the uncertainties with respect to timing and
size of both restructuring actions and divestitures.  Because of this, as
stated in the Company's November 2 letter, the Company has stopped giving
earnings guidance because the Company believes that these forecasts, at least
until the repositioning is completed, are not necessarily indicative of the
Company's anticipated longer-term results and are therefore subject to
misinterpretation which would cause the Company competitive harm.

For example, because the Company's targeted revenue and profitability are for a
period during which the benefits of the repositioning will not yet have been
fully realized, customers may well view the anticipated results as lower than
would otherwise be expected.  This would have the most dramatic effect in the
area of outsourcing, which represents about 36% of the Company's business and
is one of the Company's targeted growth areas.  As the Company has stated in
the "Risk Factors" section of its periodic filings, its future results will
depend in part on its ability to grow its outsourcing business.  Outsourcing
contracts are typically multi-year, multi-million dollar engagements where the
Company takes over management of a client's technology operations, business
processes or networks.  Under these arrangements, clients look to the Company
as a true partner and expect it to be a market leader.  Clients could
misinterpret the Company's performance targets as a signal of market leadership
decline and therefore take their business to competitors that they perceive as
stronger.  Employees, on the other hand, could view the Company's operating and
strategic plans as too aggressive given the challenges of the repositioning.
This could lead employees to seek employment with other companies where they
believe the expectations are more likely to be achieved, and could hamper the
Company's recruiting efforts for new talent.  Employee retention is
particularly important for the Company because the Company's services segment,
which represents more than 85% of its business, is wholly dependent on its
services professionals.

For the reasons set forth above, Unisys believes that disclosure of performance
targets will cause it substantial competitive harm.  However, as stated in its
November 2, 2007 letter, the Company will make clear in its disclosures that
the performance targets are keyed to the operating and strategic plans.  If, as
was the case for 2006 and 2007 awards, the performance targets (that would
result in 100% payout) are the same as the forecasted amounts in the operating
and strategic plans, this will be disclosed.  This would mean that the
likelihood of achieving the targeted levels will be purely a function of the
degree to which the Company is able to meet its operating and strategic plans.
The Company would therefore expect to make disclosure similar to that made in
the 2007 proxy statement when discussing the difficulty/likelihood of achieving
the targets: "For 2006, the Company's pre-tax profit performance was at target,
and revenue was below threshold. ... Based on 2006 performance, the Company
anticipates that pre-tax profit goals for the remaining performance periods are
achievable at target and that the Company will need to over perform against its
operating and strategic plans in order to achieve the revenue targets".  The
Company will also disclose the threshold and maximum performance levels as a
percentage of the target amount in order to give investors a sense of the
relative difficulty of achieving threshold and maximum levels.  If, in the
future, performance targets (that would result in 100% payout) are set either
above or below the forecast in the operating and strategic plans, this will be
disclosed also.  The Company believes that this disclosure is in compliance
with Instruction 4 to Item 402(b) of Regulation S-K.

The Company hopes that the above is responsive to the Staff's comments.

Very truly yours,

UNISYS CORPORATION

Patricia A. Bradford
Senior Vice President, Worldwide Human Resources

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
December 13, 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:

This will confirm our telephone conversation today that Unisys Corporation
expects to respond by January 11, 2008 to the Commission's November 29, 2007
comment letter concerning the proxy statement referenced above.

As you requested, this letter will also be submitted via EDGAR as
correspondence.

Very truly yours,

Virginia C. Pappas
Associate General Counsel
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
September 20, 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:

This will confirm our telephone conversation today that Unisys Corporation
expects to respond by November 2, 2007 to the Commission's comments contained
in its August 21, 2007 letter concerning the proxy statement referenced above.

As you requested, this letter will also be submitted via EDGAR as
correspondence.

Very truly yours,

Virginia C. Pappas
Associate General Counsel
</TEXT>
</DOCUMENT>

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.
 2

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
 5

Room 4561

      July 21, 2006

Mr. Joseph W. McGrath
President and Chief Executive Officer
Unisys Corporation
Unisys Way
Blue Bell, PA 19424

Re: Unisys Corporation
 Form 10-K for Fiscal Ye ar Ended December 31, 2005
 File No. 001-08729

Dear Mr. McGrath:

We have reviewed your response letter dated April 6, 2006 in connection with the
above referenced filing and have the follo wing comments.  Where indicated, we think
you should revise your document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After review ing this information, we may or may not
raise additional comments.

 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 filing.  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 us at the telephone numbers listed at the end of this letter.

Mr. Joseph W. McGrath
Unisys Corporation
July 21, 2006 Page 2
Form 10-K for the year Ended December 31, 2005

Exhibit 13, Portions of Annual Re port for Year Ended December 31, 2005

Notes to consolidated Financial Statements

1. Summary of Significant Accounting Policies

Revenue Recognition, page 33
1. We note your response to prior comme nt 2 where you indicate that the
Company’s principle PCS offering is se lect operating system software updates
and in 2005, the costs associated with  providing such software updates was
immaterial to the financial statements.  In order to satisfy criteria (c) under
paragraph 59 of SOP 97-2 the estimated  cost of providing PCS, which would
include service costs as well as software  updates, must be insignificant.  Please
address the materiality of all costs asso ciated with PCS including the costs of
providing support services in 2005 for each product where revenue related to PCS
is recognized with the initial license.  Further describe how these actual costs
relate to your estimated PCS costs at inception of your arrangements.

3. Significant Item, page 36
2. Your response to prior comment 1 indicat es that, prior to the third quarter of
2005, you had forecasted pretax earnings for the full year of 2005.  Explain to us
the specific factors that le d you to revise your projecti ons during the third quarter
of 2005.  Also, provide us with copies or  reasonably detailed summaries of your
projected results for 2005 as of Ma rch 31, June 30 and September 30, 2005.
3. We note from disclosure in your MD&A  overview  in your Form 10-Q for the
period ended June 30, 2005, that several ne gative trends were expected to
continue to impact 2005 results includi ng; development of new software and
transitioning to new processes, declini ng sales of large enterprise servers and
higher pension expense.  Given these trends and the apparent uncertainty
regarding the reali zability of your deferred tax as sets, tell us why you believe
disclosure regarding your deferred tax assets, and the possible impact of any
change in your assessment of the recove rability of those assets, in your June 30,
2005 Form 10-Q was adequate.  Refer to Section III.B.3 of SEC Release 33-8350.

 * * * * * * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to

Mr. Joseph W. McGrath
Unisys Corporation
July 21, 2006 Page 3
expedite our review.  Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.

You may contact David E dgar, Staff Accountant, at (202)-551-3459, Marc
Thomas, Senior Staff Accountant, at (202)  551-3452 or the undersigned at (202) 551-
3489 if you have any questions regarding co mments on the financial statements and
related matters.

Sincerely,

Brad Skinner
Accounting Branch Chief

November 22, 2006

Room 4561

Mr. Joseph W. McGrath
President and Chief Executive Officer
Unisys Corporation
Unisys Way
Blue Bell, PA 19424

Re: Unisys Corporation
 Form 10-K for Fiscal Ye ar Ended December 31, 2005
 File No. 001-08729

Dear Mr. McGrath:

We have completed our review of your Fo rm 10-K for the year ended December 31, 2005
and have no further comments at this time.

Very truly yours,

Brad Skinner
       A c c o u n t i n g  B r a n c h  C h i e f

Room 4561

      May 26, 2006

Mr. Joseph W. McGrath
President and Chief Executive Officer
Unisys Corporation
Unisys Way
Blue Bell, PA 19424

Re: Unisys Corporation
 Form 10-K for Fiscal Ye ar Ended December 31, 2005
 Form 10-Q for the Peri od Ended March 31, 2006
 Form 8-K Filed April 18, 2006
 File No. 001-08729

Dear Mr. McGrath:

We have reviewed the above referenced filings and have the following comments.
Please note that we have limited our review  to the matters addr essed in the comments
below.  Where indicated, we think you shoul d revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with supplemental
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.

 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 filing.  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 us at the telephone numbers listed at the end of this letter.

Mr. Joseph W. McGrath
Unisys Corporation
May 26, 2006 Page 2
Form 10-K for the year Ended December 31, 2005

Exhibit 13, Portions of Annual Re port for Year Ended December 31, 2005

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Overview, page 12

1. We note you recorded a $1.6 billion adjust ment to your deferred tax valuation
allowance in the third quarter ended September 30, 2005. Your disclosures
previously indicated that you considered your ability to generate future taxable
income (predominantly in the U.S.) in assessing the realizability of the net deferred tax assets. Your current disclosu res indicate that you considered your
historical pretax losses recognized both in  fiscal 2004 and in th e first nine months
of 2005 as well as the expected short te rm negative impact on operations as a
result of your planned busi ness restructurings in 2 006. SFAS 109 requires that all
available evidence both positive and negative should be considered to determine whether a valuation allowance is needed. Further, it states that the historical
information should be supplemented by all currently available information about
future years. We note the following forw ard looking statements which you have
made and disclosed in within the Form 10-K:

• Your restructuring actions to be cond ucted in 2006 are expected to yield
approximately $250 million of annualized cost savings on a run-rate basis by the end of 2007;
• In January 2006, you restructured an ag reement with your equity partners
in your iPSL joint venture whereby you expect an increase in your
revenues of $150 million over the 2006 to 2010 timeframe and;
• The Company believes that the act ions being taken by management,
including the two listed above, will enable the Company in the coming
years to accelerate revenue  growth and significantly expand its margins
and profitability.

Based on the current disclosure s it is unclear to us why the company recorded the
valuation allowance during the 3rd quarter ended September 30, 2005 after
considering the guidance in paragrap hs 20-25 of SFAS 109. Provide us with
specific evidence which addresses the following:

• Consideration given to th e planned restructuring ac tivities to be entered
into in fiscal 2006 and th e related impact these ac tivities are expected to
have on both domestic and international operations;
• Address whether the company had a ch ange in their interpretation of
SFAS 109 when they reconsidered th eir previous position of focusing on
domestic operations to generate fu ture taxable income to one where you
focused on historical operating results;

Mr. Joseph W. McGrath
Unisys Corporation
May 26, 2006 Page 3
• Address the timing of the recordi ng of the valuation allowance;
• Address how your planned restruct uring of your business model and
planned divestiture of non-core assets (i.e. undefined) impacted your
decision to record the valuation allowance.

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Revenue Recognition, page 33

2. We note your disclosure that revenue  for post-contract software support
arrangements is recorded at inception for contracts of one year or less.  Describe
how such arrangements comply with paragr aph 59 of SOP 97-2.  As part of your
response, provide us with objective evidence of the Company’s compliance with criteria c. and d. of paragraph 59 which i ndicate that in orde r to recognize PCS
revenue with the initial licensing fee, th e estimated cost of providing PCS during
the arrangement is insignificant and uns pecified upgrades/enhancements offered
during the PCS period have been and are expected to be both minimal and infrequent.  Also, tell us specifically what is included in these post-contract
software support arrangements a nd whether they are renewable.

Form 8-K Filed April 18, 2006

Exhibit 99

3. Your non-GAAP presentation within the press release does not appear consistent with our guidance and requirements on su ch presentation.  We note the following
inconsistencies:

• We note your presentation of a non- GAAP statement of operations may
create the unwarranted impression that the presentation is based on a comprehensive set of accounting rule s or principles and that such
presentation may not comply with It em 100(b) of Regulation G.  Please
explain to us your basis for this pr esentation and explain how you believe
it complies with Item 100(b) of Regulation G.

• Your non-GAAP statement of operati ons excludes pension expense and
identifies numerous non-GAAP meas ures including, but not limited to,
non-GAAP cost of revenue, non-GAAP operating loss, various non-GAAP operating expense items and non-GAAP income (loss) before income taxes. It appears that you r presentation lacks any substantive
disclosure that addresses the various  disclosures in Question 8 of the
Frequently Asked Questions Regard ing the Use of non-GAAP Financial
Measures.  For example, the disclo sure does not explain the economic

Mr. Joseph W. McGrath
Unisys Corporation
May 26, 2006 Page 4
substance behind your decision to use the measures, why you believe the measures provide investors with valuable insight into your operating results, or why it is useful to an inve stor to segregate each of the items for
which adjustments are made.  A dditionally, you do not provide any
discussion regarding the ma terial limitations associated with each measure
or the manner in which you compensate for such limitations. Note that we
believe that detailed disclosures should  be provided for each adjustment to
your GAAP results and each non-GAAP measure.  Further, please note
that you must meet the burden of demonstrating the usefulness of any
measure that excludes recurring it ems, especially if the non-GAAP
measure is used to evaluate performa nce.  Please explain to us how your
current disclosure meets these requirements.

• Similar considerations should be give n to your reconciliation of GAAP to
non-GAAP segment results of operations as this reconc iliation includes
numerous non-GAAP measures as we ll including, non-GAAP gross profit
in both dollar terms and as a percentage of revenues.

Form 10-Q for the Period Ended March 31, 2006

Notes to Consolidated Financial Statements

Note b. page 6

4. We note that the Company recorded a charge of $145.9 million on March 31, 2006 in connection with a commitment to reduce your workforce by 3,600 employees.  Tell us what consideration you have given to the disclosures required
by paragraphs 20 b and d of SFAS 146.

 * * * * * * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.

  We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
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.

Mr. Joseph W. McGrath
Unisys Corporation
May 26, 2006 Page 5

 In connection with responding 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 disclosure  in response to staff comments do not
foreclose the Commission from taking any 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 person under the federal secu rities 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 Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact David E dgar, Staff Accountant, at (202)-551-3459, Marc
Thomas, Senior Staff Accountant, at (202)  551-3452 or the undersigned at (202) 551-
3489 if you have any questions regarding co mments on the financial statements and
related matters.

Sincerely,

Brad Skinner
Accounting Branch Chief

<DOCUMENT>
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<TEXT>
August 4, 2006

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

Attention: Brad Skinner, Accounting Branch Chief

Re:  Unisys Corporation
         Form 10-K for Fiscal Year Ended December 31, 2005
         File No. 001-08729

Dear Mr. Skinner:

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 letter dated
July 21, 2006.  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 YEAR ENDED DECEMBER 31, 2005

EXHIBIT 13, PORTIONS OF ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2005

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION, PAGE 33

COMMENT 1
We note your response to prior comment 2 where you indicate that the Company's
principle PCS offering is select operating system software updates and in 2005,
the costs associated with providing such software updates was immaterial to the
financial statements.  In order to satisfy criteria (c) under paragraph 59 of
SOP 97-2 the estimated cost of providing PCS, which would include service costs
as well as software updates, must be insignificant.  Please address the
materiality of all costs associated with PCS including the costs of providing
support services in 2005 for each product where revenue related to PCS is
recognized with the initial license.  Further describe how these actual costs
relate to your estimated PCS costs at inception of your arrangements.

RESPONSE TO COMMENT 1
Total PCS revenue recognized together with initial licensing fees during 2005
was approximately $2 million and the total costs associated with providing this
PCS was approximately $1 million during 2005. These costs generally include
engineering and software development labor costs. There are no other costs,
including support service costs, associated with this PCS arrangement
recognized with the initial license term. Accordingly, the total costs of
providing this PCS during 2005 of approximately $1 million include all costs of
providing PCS recognized with the initial license term. The Company has
concluded that these costs are insignificant and therefore satisfy criteria (c)
of paragraph 59 of SOP 97-2.

The Company's historical experience has been that the estimated cost of
providing this PCS during the arrangement is insignificant, and the actual
total costs incurred during 2005 of approximately $1 million, which are not
material to the Company's consolidated financial statements, are consistent
with our estimates.

SIGNIFICANT ITEM, PAGE 36

COMMENT 2
Your response to prior comment 1 indicates that, prior to the third quarter of
2005, you had forecasted pretax earnings for the full year of 2005.  Explain to
us the specific factors that led you to revise your projections during the
third quarter of 2005.  Also, provide us with copies or reasonably detailed
summaries of your projected results for 2005 as of March 31, June 30 and
September 30, 2005.

RESPONSE TO COMMENT 2
The specific factors that led the Company to revise its full-year 2005
projections during the third quarter of 2005 included the following:

*     The Company's July 20, 2005 News Release forecasted a net loss for the
September 30, 2005 quarter of 3 to 5 cents per share.  The preliminary results
reported in the October 18, 2005 News Release were a net loss of 16 cents per
share.

*     Services orders declined 20% in the third quarter of 2005 compared with an
increase of 12% in the second quarter of 2005.

*     Personnel utilization decreased during the quarter and was forecast to
remain weak during the remainder of 2005.

*     Customer revenue in the Company's Technology segment declined 29% in the
third quarter of 2005 compared with a 13% decline in the second quarter of 2005.
This decline was significantly greater than prior quarters and resulted in a
significant reduction in forecasted 2005 Technology segment profit.

*     The strategic actions announced during the accounting close for the third
quarter of 2005 were expected to have a near-term disruptive effect on the
Company's results of operations.

Also, during the accounting close for the third quarter of 2005, the Company was
preparing its initial 2006 plan and during that process the Company identified
increased competitive pressures in the marketplace, which would result in
further price and margin deterioration during the remainder of 2005.

As a result, on October 18, 2005, the Company significantly reduced its outlook
for full year 2005 earnings and announced that it expected to incur a full year
2005 pretax loss in the range of $168 million to $193 million.

Summaries of the Company's projected pretax earnings during 2005 were as
follows:

   Projected            Date of News              Estimated Full Year 2005
 Results as of             Release                   Pretax Income (Loss)
-----------------     ----------------       -----------------------------------
December 31, 2004     January 25, 2005       $65 million to $115 million
March 31, 2005        April 14, 2005         No change from 1/25/05 News Release
June 30, 2005         July 20, 2005          $(15) million to $10 million
September 30, 2005    October 18, 2005       $(168) million to $(193) million

The Company also decided in October 2005 and announced in its October 18, 2005
News Release that it was initiating actions to reduce costs and drive future
profitable growth.  The actions were expected to be implemented through 2006
and included plans to reduce headcount by 10% of the current workforce over the
next year, resulting in cost restructuring charges of approximately $250 - $300
million through 2006.  While the Company had not completed its 2006 plan during
the accounting close for the third quarter of 2005, it believed that the
combination of cost restructuring charges of $250 to $300 million and the
likelihood, at that time, of an increase in pension expense in 2006 by
approximately 25% would result in a pretax loss in 2006.  Prior to the third
quarter of 2005, Company management had not decided to initiate such actions
during 2006.

The Company concluded that the following specific negative evidence, which
originated during the accounting close for the third quarter of 2005, resulted
in it being more likely than not that a significant portion of the deferred tax
asset would not be realized:

*     Inability to achieve third quarter and full year forecasted income for
2005 by a significant amount.

*     The actions announced in October 2005 created uncertainty about the
profitability of future periods, and the Company's ability to achieve
forecasted results in the near future.  As a result, the Company concluded that
it was likely that it would be in a three-year cumulative loss position at the
end of 2006.

*     The Company's fourth quarter results of operations have historically been
its most profitable. However, actual third quarter orders were significantly
less than originally expected. As a result, during the accounting close for the
third quarter of 2005, the Company determined that its fourth quarter 2005
earnings would be insufficient to provide for full year earnings during 2005.

COMMENT 3
We note from disclosure in your MD&A overview in your Form 10-Q for the period
ended June 30, 2005, that several negative trends were expected to continue to
impact 2005 results including; development of new software and transitioning to
new processes, declining sales of large enterprise servers and higher pension
expense.  Given these trends and the apparent uncertainty regarding the
realizability of your deferred tax assets, tell us why you believe disclosure
regarding your deferred tax assets, and the possible impact of any change in
your assessment of the recoverability of those assets, in your June 30, 2005
Form 10-Q was adequate.  Refer to Section III.B.3 of SEC Release 33-8350.

RESPONSE TO COMMENT 3
Included in the Company's Financial Condition section of the MD&A of its June
30, 2005 Form 10-Q were the following deferred tax asset disclosures:

"The company accounts for income taxes in accordance with SFAS No. 109,
'Accounting for Income Taxes,' which requires that deferred tax assets and
liabilities be recognized using enacted tax rates for the effect of temporary
differences between the book and tax bases of recorded assets and liabilities.
SFAS No. 109 also requires that deferred tax assets be reduced by a valuation
allowance if it is more likely than not that some portion or the entire
deferred tax asset will not be realized."

"At June 30, 2005, the company had deferred tax assets in excess of deferred
tax liabilities of $2,135 million.  For the reasons cited below, management
determined that it is more likely than not that $1,625 million of such assets
will be realized, therefore resulting in a valuation allowance of $510 million."

"The company evaluates quarterly the realizability of its deferred tax assets
by assessing its valuation allowance and by adjusting the amount of such
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 the net deferred
tax assets.  The company has used tax-planning strategies to realize or renew
net deferred tax assets to avoid the potential loss of future tax benefits."

"In addition to the repatriation provisions discussed above, the Jobs Act
extends the excess foreign tax credit carry forward period from five to 10
years and limits the carry back period to one year.  The company's deferred tax
asset included approximately $183 million of foreign tax credit carry forwards.
The Jobs Act should provide the company with additional opportunities to fully
utilize this portion of the deferred tax asset."

"Approximately $4.9 billion of future taxable income (predominately U.S.)
ultimately is needed to realize the net deferred tax assets at June 30, 2005.
Failure to achieve forecasted taxable income might affect the ultimate
realization of the net deferred tax assets.  Factors that may affect the
company's ability to achieve sufficient forecasted taxable income include, but
are not limited to, the following:  increased competition, a continuing decline
in sales or margins, loss of market share, delays in product availability or
technological obsolescence.  See "Factors that may affect future results"
below."

As stated above, at June 30, 2005 the principal factor used by the Company to
assess the likelihood of realization of its deferred tax assets was the
Company's forecast of future taxable income which considered the several
negative trends referred to in the Overview section of the MD&A.  After giving
consideration to these negative trends, the Company continued to forecast
pretax profit for the full-year 2005.  It was not until the accounting close
for the third quarter of 2005 that the Company's forecast for full-year 2005
changed to a pretax loss.  As stated in the Company's June 12, 2006 response to
prior comment 1, during the normal quarterly close process in the third quarter
of 2005, the Company evaluated the realizability of its deferred tax assets by
considering its losses in 2004, its updated view of 2005 and the likely loss in
2006 due to the restructuring charges announced in October 2005.  As a result
the Company concluded, during the accounting close for the third quarter of
2005, that it was likely to be in a cumulative loss position for the three
years ending December 31, 2006.   In addition at that time, the Company
specifically considered paragraph 23 of SFAS 109, which states that "forming a
conclusion that a valuation allowance is not needed is difficult when there is
negative evidence such as cumulative losses in recent years" as well as
paragraph 103 which states the following: "A cumulative loss in recent years is
a significant piece of negative evidence that is difficult to overcome."

In its preparation of the June 30, 2005 MD&A, the Company followed the guidance
within FR-72, "Commission Guidance Regarding Management's Discussion and
Analysis of Financial Condition and Results of Operations".  The Company
believes that its MD&A disclosure was responsive to the requirements of FR-72
related to the identification of material trends and uncertainties.  The
negative trends and uncertainties identified within the Overview section of the
Company's June 30, 2005 MD&A were considered by the Company in forecasting full-
year 2005 results, and after considering these negative trends and
uncertainties, the Company continued to estimate full-year 2005 pretax income.

The principal factors giving rise to the need for an increase in the valuation
allowance for deferred taxes during the accounting close for the September 30,
2005 quarter were, as noted in the response to comment 2 above, (i) the
shortfall in actual third quarter 2005 earnings as compared to the Company's
forecast, (ii) the decline in orders during the third quarter of 2005, and
(iii) the announcement of the restructuring actions to be completed during 2006.
The Company concluded that these factors would likely result in a pretax loss
for 2005 and 2006, in addition to the reported pretax loss in 2004.

As noted above, the Company's June 30, 2005 MD&A disclosed that the ultimate
realization of the net deferred tax assets would be significantly impacted by
the Company's inability to achieve forecasted taxable income, since significant
future taxable income was needed to realize the net deferred tax assets as of
June 30, 2005.  Accordingly, the Company concluded that this disclosure, in
addition to the other factors identified within the MD&A that could affect
future results of operations, adequately described the material uncertainties
surrounding the realization of the Company's net deferred tax assets as of June
30, 2005.

Based on all known material trends and uncertainties as of June 30, 2005, the
Company believes that the June 30, 2005 MD&A identified and analyzed those
trends and uncertainties and considered them in forecasting full-year 2005
earnings.  Furthermore, the Company has concluded that the disclosure of the
uncertainties surrounding the realization of its net deferred tax assets
appropriately described the significant assumptions used by the Company in
evaluating the realization of deferred tax assets, along with the impact to the
financial statements of changes in those assumptions surrounding forecasted
taxable income.

*   *   *   *

The Company hopes that the above is responsive to the Staff's comments.

Very truly yours,

UNISYS CORPORATION

Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer

cc:  David Edgar
     Mark Thomas

</TEXT>
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<FILENAME>filename1.txt
<TEXT>
June 12, 2006

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

Attention: Brad Skinner, Accounting Branch Chief

Re:  Unisys Corporation
         Form 10-K for Fiscal Year Ended December 31, 2005
         Form 10-Q for the Period Ended March 31, 2006
         Form 8-K Filed April 18, 2006
         File No. 001-08729

Dear Mr. Skinner:

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 letter dated
May 26, 2006.  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 Year Ended December 31, 2005

Exhibit 13, Portions of Annual Report for the Year Ended December 31, 2005

Management's Discussion and Analysis of Financial Condition and Results of
Operations

Overview, page 12

Comment 1
---------
We note you recorded a $1.6 billion adjustment to your deferred tax valuation
allowance in the third quarter ended September 30, 2005.  Your disclosures
previously indicated that you considered your ability to generate future
taxable income (predominantly in the U.S.) in assessing the realizability of
the net deferred tax assets.  Your current disclosures indicate that you
considered your historical pretax losses recognized both in fiscal 2004 and in
the first nine months of 2005 as well as the expected short term negative
impact on operations as a result of your planned business restructurings in
2006.  SFAS 109 requires that all available evidence both positive and negative
should be considered to determine whether a valuation allowance is needed.
Further, it states that the historical information should be supplemented by
all currently available information about future years.  We note the following
forward looking statements which you have made and disclosed in within the Form
10-K:

* Your restructuring actions to be conducted in 2006 are expected to yield
approximately $250 million of annualized cost savings on a run-rate basis by
the end of 2007;

* In January 2006, you restructured an agreement with your equity partners in
your iPSL joint venture whereby you expect an increase in your revenues of $150
million over the 2006 to 2010 timeframe and;

* The Company believes that the actions being taken by management, including
the two listed above, will enable the Company in the coming years to accelerate
revenue growth and significantly expand its margins and profitability.

Based on the current disclosures it is unclear to us why the company recorded
the valuation allowance during the 3rd quarter ended September 30, 2005 after
considering the guidance in paragraphs 20-25 of SFAS 109.  Provide us with
specific evidence which addresses the following:

* Consideration given to the planned restructuring activities to be entered
into in fiscal 2006 and the related impact these activities are expected to
have on both domestic and international operations;

* Address whether the company had a change in their interpretation of SFAS 109
when they reconsidered their previous position of focusing on domestic
operations to generate future taxable income to one where you focused on
historical operating results;

* Address the timing of the recording of the valuation allowance;

* Address how your planned restructuring of your business model and planned
divestiture of non-core assets (i.e. undefined) impacted your decision to
record the valuation allowance.

Response to Comment 1
---------------------
For the third quarter of 2005, the Company reported a pretax loss of $80
million and, based on updated estimates, disclosed that it expected to report a
full-year 2005 pretax loss of approximately $200 million. Prior to the third
quarter of 2005, the Company had forecasted pretax earnings for the full year
of 2005. As a result of the significant deterioration in the Company's 2005
results, during the accounting close for the third quarter of 2005, management
initiated a recovery plan that included future reductions in its work force,
which were to be funded by divestitures of non-core assets and businesses.

Consistent with the Company's stated accounting policy, during the normal
quarterly close process, the Company evaluated the realizability of its
deferred tax assets by considering its loss in 2004, its updated view of 2005
results and the likely loss in 2006 due to the negative impact of restructuring
charges. The Company considered all evidence that was available - both positive
and negative - to determine if it was more likely than not that the deferred
tax asset would be realized. The Company specifically considered paragraph 23
of SFAS 109, which states that "forming a conclusion that a valuation allowance
is not needed is difficult when there is negative evidence such as cumulative
losses in recent years."  Furthermore, the Company also considered paragraph
103 of SFAS 109 which states the following:

     The Board believes that the more likely than not criterion required by this
     Statement is capable of appropriately dealing with all forms of negative
     evidence, including cumulative losses in recent years.  That criterion
     requires positive evidence of sufficient quality and quantity to
     counteract negative evidence in order to support a conclusion that, based
     on the weight of all available evidence, a valuation allowance is not
     needed.  A cumulative loss in recent years is a significant piece of
     negative evidence that is difficult to overcome.

The Company considered all available evidence during the evaluation of its
deferred tax assets. Due to the inherent uncertainty of the timing and results
of the restructuring activities, the continued volatility of the technology
industry, and the likelihood of continued near-term losses, the positive
evidence from the restructuring activities could not outweigh the significant
negative evidence of the recent cumulative losses. Furthermore, during the
accounting close for the third quarter of 2005, the Company initiated its
review of possible sales and divestitures of non core assets. The ultimate
outcome of these sales and divestitures were uncertain due in part to the fact
that the Company was still identifying the non core assets to be sold and the
success of the sales and divestitures was dependent on finding buyers willing
to purchase the non core assets on terms mutually satisfactory to both parties.
As a result, these actions were not given significant weight in the Company's
analysis.

The Company did consider the impact of its restructured agreement with the
equity partners of iPSL, its UK check processing joint venture, in evaluating
the realizability of the deferred tax assets, and after considering the
restructured iPSL agreement, along with all other available positive and
negative evidence, concluded that it was more likely than not that its UK
deferred tax assets would be realized and therefore no increase in the
valuation allowance for UK deferred tax assets was necessary.

Finally, the Company confirms that it did not change its interpretation of SFAS
109 during its evaluation of the valuation allowance for deferred taxes during
the third quarter of 2005.

Notes to Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies

Revenue Recognition, page 33

Comment 2
---------
We note your disclosure that revenue for post-contract software support
arrangements is recorded at inception for contracts of one year or less.
Describe how such arrangements comply with paragraph 59 of SOP 97-2.  As part
of your response, provide us with objective evidence of the Company's
compliance with criteria c. and d. of paragraph 59 which indicate that in order
to recognize PCS revenue with the initial licensing fee, the estimated cost of
providing PCS during the arrangement is insignificant and unspecified
upgrades/enhancements offered during the PCS period have been and are expected
to be both minimal and infrequent.  Also, tell us specifically what is included
in these post-contract software support arrangements and whether they are
renewable.

Response to Comment 2
---------------------
SOP 97-2 paragraph 59 states the following:

     PCS revenue may be recognized together with the initial licensing fee on
     delivery of the software if all of the following conditions are met.

       (a) The PCS fee is included with the initial licensing fee.
       (b) The PCS included with the initial license is for one year or less.
       (c) The estimated cost of providing PCS during the arrangement is
           insignificant.
       (d) Unspecified upgrades/enhancements offered during PCS arrangements
           historically have been and are expected to continue to be minimal and
           infrequent.

     If PCS revenue is recognized upon delivery of the software, the vendor must
     accrue all estimated costs of providing the services, including
     upgrades/enhancements.  Upgrades/enhancements are not developed solely for
     distribution to PCS customers; revenues are expected to be earned from
     providing the enhancements to other customers as well.  Therefore, costs
     should be allocated between PCS arrangements and other licenses.

The Company has concluded that its revenue recognition policy for PCS fees,
included with the initial licensing fee, and for a term of one year or less,
complies with paragraph 59 of SOP 97-2.

The Company's principal software product is its operating system software used
in its ClearPath high end servers/mainframes. The operating system software has
been licensed to clients for over 30 years, principally to support clients with
high-volume, mission-critical applications. The Company's principal PCS
offering that is included with the initial operating system software licensing
fee is select operating system software updates. This PCS may be renewed
annually.

Updates that are provided to customers as part of PCS do not result in a change
of the base software style and do not include upgrades that increase the
processing speed, or user capacity of the existing operating system software.
As further described below, the updates provided under these PCS arrangements
are minor improvements to the operating system software that the Company
believes do not meet the SOP 97-2 definition of upgrades or enhancements.

The Company monitors the costs associated with these operating system software
updates and has concluded that the cost of providing the updates during the
year is insignificant and is expected to continue to be minimal. The basis for
the Company's conclusion is as follows:

* During 2005, the estimated costs associated with such software updates was
approximately $1 million and revenue associated with updates recognized
together with the initial licensing was approximately $2 million, which
represented approximately .03% of 2005 revenue.  Such amounts are immaterial to
the Company's consolidated financial statements.

* During the past several years such software updates have included items such
as operating system software performance monitoring reports, system
administrator management tools and plug-ins to assist in third-party
application software management.

* Such updates have not included, nor are they expected to include in the
future, upgrades to the operating system software that result in increased
processing speed or user capacity.

* During the past several years, such software updates have generally been
provided no more frequently than on an annual basis and the Company does not
expect to offer such updates more frequently in the future.

* As noted above, the Company has licensed its operating system software for
over 30 years. Substantially all of the Company's ClearPath server/mainframe
installed base have been users of the product for many years and the customers
desire a stable operating environment to continue to support their mission
critical applications. As a result of the maturity of the operating system
software and the long-term relationships with the users, the Company has
concluded that software updates will continue to be minimal and infrequent.

The Company does develop and periodically release upgrades and enhancements to
the ClearPath operating system software.  These releases are not provided to
existing licensees as part of PCS.  Rather, the Company separately markets and
charges additional fees to licensees who wish to receive such upgrades to the
software.

Form 8-K Filed April 18, 2006

Exhibit 99

Comment 3
----------
Your non-GAAP presentation within the press release does not appear consistent
with our guidance and requirements on such presentation.  We note the following
inconsistencies:

* We note your presentation of a non-GAAP statement of operations may create
the unwarranted impression that the presentation is based on a comprehensive
set of accounting rules or principles and that such presentation may not comply
with Item 100 (b) of Regulation G.  Please explain to us your basis for this
presentation and explain how you believe it complies with Item 100 (b) of
Regulation G.

* Your non-GAAP statement of operations excludes pension expense and identifies
numerous non-GAAP measures including, but not limited to, non-GAAP cost of
revenue, non-GAAP operating loss, various non-GAAP operating expense items and
non-GAAP income (loss) before income taxes.  It appears that your presentation
lacks any substantive disclosure that addresses the various disclosures in
Question 8 of the Frequently Asked Questions Regarding the Use of non-GAAP
Financial Measures.  For example, the disclosure does not explain the economic
substance behind your decision to use the measures, why you believe the
measures provide investors with valuable insight into your operating results,
or why it is useful to an investor to segregate each of the items for which
adjustments are made.  Additionally, you do not provide any discussion
regarding the material limitations associated with each measure or the manner
in which you compensate for such limitations.  Note that we believe that
detailed disclosures should be provided for each adjustment to your GAAP
results and each non-GAAP measure.  Further, please note that you must meet
the burden of demonstrating the usefulness of any measure that excludes
recurring items, especially if the non-GAAP measure is used to evaluate
performance.  Please explain to us how your current disclosure meets these
requirements.

* Similar considerations should be given to your reconciliation of GAAP to non-
GAAP segment results of operations as this reconciliation includes numerous non-
GAAP measures as well including, non-GAAP gross profit in both dollar terms and
as a percentage of revenues.

Response to Comment 3
---------------------
In Exhibit 99 of the Company's Form 8-K filed on April 18, 2006, in addition to
providing a numerical reconciliation to the most directly comparable
measurement calculated using GAAP to non-GAAP financial information, the
Company makes the following statement concerning non-GAAP information:

     The preceding release presents information with and without pension
     expense.  Unisys believes that this information will enhance an overall
     understanding of its financial performance due to the significant change
     in pension expense from period to period and the non-operational nature of
     pension expense.  The presentation of non-GAAP information is not meant to
     be considered in isolation or as a substitute for results prepared in
     accordance with accounting principles generally accepted in the United
     States.

In recent years, the Company's worldwi