As filed with the Securities and Exchange Commission on October 27, 2003
                                                  Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               UNISYS CORPORATION
             (Exact name of registrant as specified in its charter)

        Delaware                                       38-0387840
(State of Incorporation)                  (I.R.S. Employer Identification
No.)

                                   Unisys Way
                         Blue Bell, Pennsylvania 19424
                                 (215) 986-4011
                    (Address of principal executive offices)

                              UNISYS SAVINGS PLAN
                            (Full title of the Plan)

                             NANCY STRAUS SUNDHEIM
                             Senior Vice President,
                          General Counsel and Secretary
                               Unisys Corporation
                                   Unisys Way
                           Blue Bell, Pennsylvania 19424
                                 (215) 986-4008
                     (Name and address of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
=================================================================================================
<CAPTION>

Title of Securities       Amount         Proposed Maximum       Proposed Maximum       Amount of
      to be               to be           Offering Price       Aggregate Offering   Registration
    Registered          Registered         per Share (1)           Price (1)                Fee
-------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                   <C>                 <C>
Common Stock,           20,000,000         $15.03                $300,600,000        $24,318.54
par value $.01            shares
per share(2)
=================================================================================================
</TABLE>

(1) Estimated pursuant to paragraphs (c) and (h) of Rule 437 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices for a share of Common Stock on
October 20, 2003, as reported on the New York Stock Exchange.

(2) Includes Preferred Share Purchase Rights ("Rights").  The Rights are
associated with and trade with the Common Stock.  The value, if any,
attributable to the Rights is reflected in the market price of the Common
Stock.

<PAGE>
Page 2



    INCORPORATION OF DOCUMENTS BY REFERENCE TO PRIOR REGISTRATION STATEMENT

     This Registration Statement is filed for the purpose of registering
20,000,000 additional shares of Common Stock, par value $.01 per share, of
Unisys Corporation (the "Company") for use in connection with the Unisys
Savings Plan (the "Plan").  A Registration Statement on Form S-8
(No. 333-56038) (the "Prior Registration Statement") relating to the Plan is
effective.  Accordingly, in accordance with General Instruction E to
Form S-8, the Company incorporates by reference herein the contents of the
Prior Registration Statement.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits

Exhibit No.                                 Description

   5               Opinion of Nancy Straus Sundheim, Esq. as to the legality
                   of the shares of Common Stock covered by the Registration
                   Statement

   23.1            Consent of Ernst & Young LLP, independent auditors

   23.2            Consent of counsel (included in opinion filed as Exhibit
                   5)

   24              Power of Attorney (included on the signature page hereof)








<PAGE>
Page 3

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Whitpain, Commonwealth of
Pennsylvania, on October 23, 2003.

                                              UNISYS CORPORATION

                                           By:/s/Lawrence A. Weinbach
                                              -----------------------
                                                 Lawrence A. Weinbach
                                               Chairman, President and
                                               Chief Executive Officer


                              POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes
Janet Brutschea Haugen, Nancy Straus Sundheim, and Lawrence A. Weinbach,
and each of them, with full power of substitution and full power to act
without the other, his or her true and lawful attorney-in-fact and agent in
his or her name, place and stead, to execute in the name and on behalf of
such person, individually and in each capacity stated below, any and all
amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and generally to do all such things in
his or her name and on his or her behalf in his or her respective capacities
as officers or directors of Unisys Corporation to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 23, 2003.


Signature                                                Title
---------                                                -----

/s/ Lawrence A. Weinbach                     Chairman, President and Chief
-------------------------                    Executive Officer (principal
Lawrence A. Weinbach                         executive officer) and Director

/s/ Janet B. Haugen                          Senior Vice President and Chief
-----------------------------                Financial Officer (principal
Janet B. Haugen                              financial officer)

/s/ Carol S. Sabochick                       Vice President and Corporate
----------------------                       Controller (principal accounting
Carol S. Sabochick                           officer)



<PAGE>
Page 4

/s/ J.P. Bolduc                              Director
---------------
J.P. Bolduc

/s/ James J. Duderstadt                      Director
------------------------
James J. Duderstadt

/s/ Henry C. Duques                          Director
-------------------
Henry C. Duques

/s/ Denise K. Fletcher                       Director
----------------------
Denise K. Fletcher

/s/ Gail D. Fosler                           Director
------------------
Gail D. Fosler

/s/ Melvin R. Goodes                         Director
--------------------
Melvin R. Goodes

/s/ Edwin A. Huston                          Director
-------------------
Edwin A. Huston

                                             Director
--------------------
Kenneth A. Macke

/s/ Theodore E. Martin                       Director
----------------------
Theodore E. Martin









<PAGE>
Page 5


                                 EXHIBIT INDEX


Exhibit
   No.
-------
   5              Opinion of Nancy Straus Sundheim, Esq. as to the legality
                  of the shares of Common Stock covered by the Registration
                  Statement

   23.1           Consent of Ernst & Young LLP, independent auditors

   23.2           Consent of counsel (included in opinion filed as Exhibit 5)

   24             Power of Attorney (included on the signature page hereof)
[{"type": "S-8", "sequence": "1", "filename": "s8savings.txt", "secsgml_size_bytes": 8364}]
{"company-data": {"conformed-name": "UNISYS CORP", "cik": "0000746838", "assigned-sic": "7373", "irs-number": "380387840", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110019", "film-number": "03959801"}, "business-address": {"street1": "UNISYS WAY", "city": "BLUE BELL", "state": "PA", "zip": "19424", "phone": "2159864011"}, "mail-address": {"street1": "TOWNSHIP LINE & UNION MEETING ROADS", "city": "BLUE BELL", "state": "PA", "zip": "19424"}, "former-company": {"former-conformed-name": "BURROUGHS CORP /DE/", "date-changed": "19861204"}}
As filed with the Securities and Exchange Commission on October 27, 2003
                                                  Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               UNISYS CORPORATION
             (Exact name of registrant as specified in its charter)

        Delaware                                       38-0387840
(State of Incorporation)                  (I.R.S. Employer Identification
No.)

                                   Unisys Way
                         Blue Bell, Pennsylvania 19424
                                 (215) 986-4011
                    (Address of principal executive offices)

                              UNISYS SAVINGS PLAN
                            (Full title of the Plan)

                             NANCY STRAUS SUNDHEIM
                             Senior Vice President,
                          General Counsel and Secretary
                               Unisys Corporation
                                   Unisys Way
                           Blue Bell, Pennsylvania 19424
                                 (215) 986-4008
                     (Name and address of agent for service)

                        CALCULATION OF REGISTRATION FEE

=================================================================================================
Title of Securities       Amount         Proposed Maximum       Proposed Maximum       Amount of
      to be               to be           Offering Price       Aggregate Offering   Registration
    Registered          Registered         per Share (1)           Price (1)                Fee
-------------------------------------------------------------------------------------------------
Common Stock,           20,000,000         $15.03                $300,600,000        $24,318.54
par value $.01            shares
per share(2)
=================================================================================================
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 437 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices for a share of Common Stock on
October 20, 2003, as reported on the New York Stock Exchange.

(2) Includes Preferred Share Purchase Rights ("Rights").  The Rights are
associated with and trade with the Common Stock.  The value, if any,
attributable to the Rights is reflected in the market price of the Common
Stock.
Page 2

    INCORPORATION OF DOCUMENTS BY REFERENCE TO PRIOR REGISTRATION STATEMENT

     This Registration Statement is filed for the purpose of registering
20,000,000 additional shares of Common Stock, par value $.01 per share, of
Unisys Corporation (the "Company") for use in connection with the Unisys
Savings Plan (the "Plan").  A Registration Statement on Form S-8
(No. 333-56038) (the "Prior Registration Statement") relating to the Plan is
effective.  Accordingly, in accordance with General Instruction E to
Form S-8, the Company incorporates by reference herein the contents of the
Prior Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits

Exhibit No.                                 Description

   5               Opinion of Nancy Straus Sundheim, Esq. as to the legality
                   of the shares of Common Stock covered by the Registration
                   Statement

   23.1            Consent of Ernst & Young LLP, independent auditors

   23.2            Consent of counsel (included in opinion filed as Exhibit
                   5)

   24              Power of Attorney (included on the signature page hereof)
Page 3

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Whitpain, Commonwealth of
Pennsylvania, on October 23, 2003.

                                              UNISYS CORPORATION

                                           By:/s/Lawrence A. Weinbach
                                              -----------------------
                                                 Lawrence A. Weinbach
                                               Chairman, President and
                                               Chief Executive Officer

                              POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes
Janet Brutschea Haugen, Nancy Straus Sundheim, and Lawrence A. Weinbach,
and each of them, with full power of substitution and full power to act
without the other, his or her true and lawful attorney-in-fact and agent in
his or her name, place and stead, to execute in the name and on behalf of
such person, individually and in each capacity stated below, any and all
amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and generally to do all such things in
his or her name and on his or her behalf in his or her respective capacities
as officers or directors of Unisys Corporation to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 23, 2003.

Signature                                                Title
---------                                                -----

/s/ Lawrence A. Weinbach                     Chairman, President and Chief
-------------------------                    Executive Officer (principal
Lawrence A. Weinbach                         executive officer) and Director

/s/ Janet B. Haugen                          Senior Vice President and Chief
-----------------------------                Financial Officer (principal
Janet B. Haugen                              financial officer)

/s/ Carol S. Sabochick                       Vice President and Corporate
----------------------                       Controller (principal accounting
Carol S. Sabochick                           officer)
Page 4

/s/ J.P. Bolduc                              Director
---------------
J.P. Bolduc

/s/ James J. Duderstadt                      Director
------------------------
James J. Duderstadt

/s/ Henry C. Duques                          Director
-------------------
Henry C. Duques

/s/ Denise K. Fletcher                       Director
----------------------
Denise K. Fletcher

/s/ Gail D. Fosler                           Director
------------------
Gail D. Fosler

/s/ Melvin R. Goodes                         Director
--------------------
Melvin R. Goodes

/s/ Edwin A. Huston                          Director
-------------------
Edwin A. Huston

                                             Director
--------------------
Kenneth A. Macke

/s/ Theodore E. Martin                       Director
----------------------
Theodore E. Martin
Page 5

                                 EXHIBIT INDEX

Exhibit
   No.
-------
   5              Opinion of Nancy Straus Sundheim, Esq. as to the legality
                  of the shares of Common Stock covered by the Registration
                  Statement

   23.1           Consent of Ernst & Young LLP, independent auditors

   23.2           Consent of counsel (included in opinion filed as Exhibit 5)

   24             Power of Attorney (included on the signature page hereof)