SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                         __________________________

                                 FORM 10-Q



(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 1996.


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934


For the transition period from __________ to __________.


                       Commission file number 1-8729


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


                 Delaware                              38-0387840
      ----------------------------------------------------------------
        (State or other jurisdiction                (I.R.S. Employer
      of incorporation or organization)            Identification No.)

                    Township Line and Union Meeting Roads
                    Blue Bell, Pennsylvania         19424
           -----------------------------------------------------
           (Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code:(215) 986-4011

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  YES [X]  NO [ ]

     Number of shares of Common Stock outstanding as of March 31,
1996: 173,403,099.

                                   Page 2

Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.

                             UNISYS CORPORATION
                          CONSOLIDATED BALANCE SHEET
                                 (Millions)
March 31, 1996 December 31, (Unaudited) 1995 ---------------------------- Assets Current Assets Cash and cash equivalents $ 1,403.1 $1,114.3 Marketable securities 5.8 5.4 Accounts and notes receivable, net 898.5 996.3 Inventories Finished equipment and supplies 365.7 358.6 Work in process and raw materials 344.6 315.3 Deferred income taxes 329.8 329.8 Other current assets 85.0 98.9 ------- ------- Total 3,432.5 3,218.6 ------- ------- Long-term receivables, net 60.1 58.7 ------- ------- Properties and rental equipment 2,076.4 2,088.4 Less-Accumulated depreciation 1,401.0 1,397.0 ------- ------- Properties and rental equipment, net 675.4 691.4 ------- ------- Cost in excess of net assets acquired 1,006.5 1,014.6 Investments at equity 287.2 298.9 Deferred income taxes 682.6 682.6 Other assets 1,192.3 1,148.4 ------- ------- Total $7,336.6 $7,113.2 ======= ======= Liabilities and stockholders' equity Current liabilities Notes payable $ 14.3 $ 12.1 Current maturities of long-term debt 344.0 343.5 Accounts payable 813.2 940.6 Other accrued liabilities 1,415.9 1,677.4 Dividends payable 26.6 30.2 Estimated income taxes 95.5 143.5 ------- ------- Total 2,709.5 3,147.3 ------- ------- Long-term debt 2,251.8 1,533.3 Other liabilities 566.3 572.4 Stockholders' equity Preferred stock 1,570.3 1,570.3 Common stock, issued: 1996, 174.3; 1995, 172.3 1.7 1.7 Accumulated deficit (742.6) (702.6) Other capital 979.6 990.8 ------- ------- Stockholders' equity 1,809.0 1,860.2 ------- ------- Total $7,336.6 $7,113.2 ======= ======= See notes to consolidated financial statements.
Page 3 UNISYS CORPORATION CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (Millions, except per share data)
Three Months Ended March 31 --------------------------- 1996 1995 ------------ ----------- Revenue $1,423.1 $1,464.9 -------- -------- Costs and expenses Cost of revenue 984.2 923.5 Selling, general and administrative 322.0 332.7 Research and development 96.0 95.5 -------- -------- 1,402.2 1,351.7 -------- -------- Operating income 20.9 113.2 Interest expense 50.5 50.5 Other income (expense), net 9.3 (14.3) -------- -------- Income (loss) from continuing operations before income taxes (20.3) 48.4 Estimated income taxes (benefit) ( 6.9) 16.3 -------- -------- Income (loss) from continuing operations (13.4) 32.1 Income from discontinued operations 12.5 -------- -------- Net income (loss) (13.4) 44.6 Dividends on preferred shares 30.2 29.9 -------- -------- Earnings (loss) on common shares $ (43.6) $ 14.7 ======== ======== Earnings (loss) per common share Primary Continuing operations $ (.25) $ .02 Discontinued operations .07 -------- -------- Total $ (.25) $ .09 ======== ======== Fully diluted Continuing operations $ (.25) $ .02 Discontinued operations .07 -------- -------- Total $ (.25) $ .09 ======== ======== See notes to consolidated financial statements.
Page 4 UNISYS CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (Millions)
Three Months Ended March 31 ------------------------ 1996 1995 --------- -------- Cash flows from operating activities Income (loss) from continuing operations $ (13.4) $ 32.1 Add (deduct) items to reconcile income (loss) from continuing operations to net cash (used for) operating activities: Depreciation 44.6 58.6 Amortization: Marketable software 28.7 34.4 Cost in excess of net assets acquired 10.4 10.2 Decrease in deferred income taxes .1 Decrease in receivables, net 94.9 40.2 (Increase) in inventories ( 36.4) ( 27.7) (Decrease) in accounts payable and other accrued liabilities ( 378.3) ( 290.1) (Decrease) in estimated income taxes ( 48.1) ( 37.7) Increase in other liabilities .6 1.8 (Increase) in other assets ( 27.7) ( 10.0) Other ( 1.5) 7.0 ------- ------ Net cash used for operating activities ( 326.2) ( 181.1) ------- ------ Cash flows from investing activities Proceeds from investments 713.4 1,002.8 Purchases of investments ( 718.2) ( 1,007.9) Proceeds from marketable securities 2.0 Proceeds from sales of properties 14.9 7.4 Investment in marketable software ( 14.9) ( 27.8) Capital additions of properties and rental equipment ( 34.6) ( 52.7) Purchases of businesses ( 7.1) ( 8.1) ------- ------ Net cash used for investing activities ( 46.5) ( 84.3) ------- ------ Cash flows from financing activities Proceeds from issuance of debt 700.9 Principal payments of debt ( .3) ( 17.2) Net proceeds from short-term borrowings 2.2 17.1 Dividends paid on preferred shares ( 30.2) ( 30.0) Other .2 .2 ------- ------ Net cash provided by (used for) financing activities 672.8 ( 29.9) ------- ------ Effect of exchange rate changes on cash and cash equivalents ( 7.1) 4.5 ------- ------ Net cash provided by (used for) continuing operations 293.0 ( 290.8) Net cash used for discontinued operations ( 4.2) ( 13.4) ------- ------ Increase (decrease) in cash and cash equivalents 288.8 ( 304.2) Cash and cash equivalents, beginning of period 1,114.3 868.4 ------- ------ Cash and cash equivalents, end of period $1,403.1 $ 564.2 ======== ======= See notes to consolidated financial statements.
Page 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In the opinion of management, the financial information furnished herein reflects all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods specified. These adjustments consist only of normal recurring accruals. Because of seasonal and other factors, results for interim periods are not necessarily indicative of the results to be expected for the full year. a. In May of 1995, the Company sold its defense business for cash of $862 million. The net results of the defense operations for the three months ended March 31, 1995 have been reported separately in the Consolidated Statement of Income as "income from discontinued operations." The following is a summary of the results of operations of the Company's defense business for the three months ended March 31, 1995 (in millions of dollars): Revenue $258.1 ====== Income from operations, net of taxes of $6.5 million $ 12.5 ====== b. For the three months ended March 31, 1996, the computation of primary earnings per share is based on the weighted average number of outstanding common shares. The computation for the three months ended March 31, 1995 includes additional shares assuming the exercise of stock options. Neither period assumes conversion of the 8 1/4% Convertible Subordinated Notes due 2000 and 2006, or the Series A Preferred Stock since such conversions would have been antidilutive. The shares used in the computations are as follows (in thousands): Three Months Ended March 31, ------------------- 1996 1995 ---- ---- Primary 171,437 171,821 Fully diluted 171,437 171,821 c. Certain prior year amounts have been reclassified to conform with the 1996 presentation. Page 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Overview In the first quarter of 1996, the Company implemented a new business structure announced in the fourth quarter of 1995. Under the new structure, the Company operates as one company with three business units - -- Information Services Group, Global Customer Services and Computer Systems Group. This realignment, which is intended to improve competitiveness and reduce costs, involves a major reengineering of the Company's business operations. In connection with the realignment, the Company recorded a pre-tax restructuring charge of $717.6 million in the fourth quarter of 1995 to cover work force reductions, consolidation of office facilities and manufacturing capacity and product and program discontinuances. The restructuring is proceeding on plan. As part of these actions, in the first quarter of 1996, the Company announced the details of its plans to reduce manufacturing space worldwide from approximately 1,000,000 square feet to 250,000 square feet over the next 18 months. This reduction reflects technology changes and the Company's increased use of common platforms and commodity components in its computer systems. As expected, the realignment had a disruptive effect on the Company's results of operations in the first quarter of 1996. In addition, first quarter revenue and margins reflect fewer shipments of large-scale systems as the Company shifts to a new product cycle in the enterprise server family. Results of Operations For the three months ended March 31, 1996, the Company reported a loss from continuing operations of $13.4 million, or $.25 per primary and fully diluted common share, compared to income from continuing operations of $32.1 million, or $.02 per primary and fully diluted common share, for the three months ended March 31, 1995. Total net income in the year-ago period was $44.6 million, or $.09 per primary and fully diluted share, including $12.5 million, or $.07 per primary and fully diluted share, from discontinued operations. Page 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd). Revenue by group is presented below (in millions of dollars):
Information Global Computer Elimi- Services Customer Systems Total nations Group Services Group ----- ------- ----------- -------- -------- Three Months Ended March 31, 1996 Customer revenue $1,423.1 $404.3 $464.1 $554.7 Intercompany $(109.3) 4.0 17.8 87.5 -------- -------- ------ ------ ------ Total revenue $1,423.1 $(109.3) $408.3 $481.9 $642.2 ======== ======== ====== ====== ====== Three Months Ended March 31, 1995 Customer revenue $1,464.9 $354.6 $427.4 $682.9 Intercompany $(118.7) 27.0 91.7 -------- -------- ------ ------ ------ Total revenue $1,464.9 $(118.7) $354.6 $454.4 $774.6 ======== ======== ====== ====== ======
Total customer revenue for the quarter ended March 31, 1996 was $1.42 billion, down 3% from $1.46 billion for the quarter ended March 31, 1995 principally due to disruptions caused by the transition in the Company's business structure and the transition in the product portfolio. Customer revenue from Information Services increased 14% in the quarter due to higher systems integration and outsourcing revenue. In Global Customer Services, customer revenue increased 9% from year-ago levels led by strong growth in Network Enable Services and Desktop Services revenue. Customer revenue in Computer Systems declined 19% as the Company moves into the early stages of a new product cycle in its enterprise server family. Total gross profit margin was 31% in the first quarter of 1996 compared to 37% in the year-ago period. The decline in gross profit margin in the quarter was principally due to the continuing shift to lower-margin products and services and the transition to the new product cycle in the Computer Systems business. In addition, contract performance problems, principally associated with large multi-year, fixed-price systems integration contracts, have adversely affected margins. Page 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd). In the first quarter of 1996, selling, general and administrative expenses were $322.0 million compared to $332.7 million in the first quarter of 1995, and research and development expenses were $96.0 million compared to $95.5 million a year earlier. As a result of the above, operating income was $20.9 million in the current period compared to $113.2 million last year. Other income in the three months ended March 31, 1996 was $9.3 million compared to an expense of $14.3 million in the three months ended March 31, 1995. The change was due in large part to foreign exchange gains in the current year, compared with losses a year ago, and higher interest income. Income from continuing operations before income taxes for the three months ended March 31, 1996 was a loss of $20.3 million compared to income of $48.4 million for the three months ended March 31, 1995. Estimated income taxes were a benefit of $6.9 million for the three months ended March 31, 1996 compared to a provision of $16.3 million in the year ago period. The net loss for the first quarter of 1996 was $13.4 million compared to net income of $44.6 million for the first quarter of 1995. The year-ago period included income of $12.5 million from discontinued operations. Effective January 1, 1996, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and SFAS No. 123, "Accounting for Stock-Based Compensation". SFAS No. 123 requires the recognition of, or disclosure of, compensation expenses for grants of stock options or other equity instruments issued to employees based upon their fair value. As permitted by SFAS 123, the Company elected the disclosure requirements, instead of recognition of compensation expense, and therefore will continue to apply existing accounting rules. The Company will comply with the disclosure requirements of SFAS No. 123 in its 1996 audited financial statements. The adoption of these statements had no effect on the Company's consolidated financial position, consolidated statement of income, or liquidity. Page 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd). Financial Condition During the three months ended March 31, 1996, cash used for operating activities was $326.2 million compared to cash usage of $181.1 million during the three months ended March 31, 1995. The increase in cash used was due in large part to reductions in payables and accruals, including amounts related to restructuring. Investments in properties and rental equipment during the first quarter of 1996 were $34.6 million compared to $52.7 million in the prior year. In March 1996, the Company issued $724.0 million of debt as follows: (a) $299.0 million aggregate principal amount of 8 1/4% Convertible Subordinated Notes due 2006, which are convertible into an aggregate of 43.5 million shares of the Company's common stock at a conversion price of $6.875 per share, and (b) $425.0 million aggregate principal amount of 12% Senior Notes due 2003. During the three months ended March 31, 1996 and 1995, the Company retired $.3 million and $17.2 million of debt, respectively. The Company intends, from time to time, to continue to redeem or repurchase its securities in the open market or in privately negotiated transactions depending upon availability, market conditions, and other factors. At March 31, 1996, total debt was $2.6 billion, an increase of $721.2 million from December 31, 1995, due to the issuances discussed above. Cash, cash equivalents and marketable securities at March 31, 1996 were $1.4 billion compared to $1.1 billion at December 31, 1995. During the three months ended March 31, 1996, debt net of cash and marketable securities increased $432.0 million to $1.2 billion. As a percent of total capital, debt net of cash and marketable securities was 40% at March 31, 1996 and 29% at December 31, 1995. During the three months ended March 31, 1996, the credit ratings for the Company's public debt were lowered. The credit ratings on the Company's senior long-term debt and subordinated debt were lowered from BB- to B1 and from B2 to B3, respectively, by Moody's Investors Service and from BB- to B+ and from B to B-, respectively, by Standard and Poor's Corporation. The current $325 million revolving credit facility expires on May 31, 1996. The Company has never borrowed under this facility. The Company is currently in discussions with bankers regarding a successor facility. The Company has on file with the Securities and Exchange Commission an effective registration statement covering $201 million of debt or equity securities which enables the Company to be prepared for future market opportunities. Page 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd). Dividends paid on preferred stock amounted to $30.2 million during the first quarter of 1996 compared to $30.0 million in the year ago quarter. Stockholders' equity decreased $51.2 million during the three months ended March 31, 1996 to $1,809.0 million, principally reflecting the net loss of $13.4 million, preferred dividends declared of $26.6 million and unfavorable foreign currency translation of $12.1 million. At March 31, 1996, the Company had deferred tax assets in excess of deferred tax liabilities of $1,457 million. For the reasons cited below, management determined that it is more likely than not that $958 million of such assets will be realized, therefore resulting in a valuation allowance of $499 million. In assessing the likelihood of realization of this asset, the Company considered various factors including its forecast of future taxable income and available tax planning strategies that could be implemented to realize deferred tax assets. The principal methods used to assess the likelihood of realization were the Company's forecast of future taxable income, which was adjusted by applying probability factors to the achievement of this forecast, and tax planning strategies. The combination of forecasted taxable income and tax planning strategies are expected to be sufficient to realize the entire amount of net deferred tax assets. Approximately $2.8 billion of future taxable income (predominantly U.S.) is needed to realize all of the net deferred tax assets. The Company's net deferred tax assets include substantial amounts of net operating loss and tax credit carryforwards. Failure to achieve forecasted taxable income might affect the ultimate realization of the net deferred tax assets. In recent years, the information management business has undergone dramatic changes and there can be no assurances that in the future there would not be increased competition or other factors that may result in a decline in sales or margins, loss of market share, or technological obsolescence. The Company will evaluate quarterly the realizability of its net deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. Page 11 Part II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) Exhibits -------- See Exhibit Index (b) Reports on Form 8-K ------------------- During the quarter ended March 31, 1996, the Company filed three Current Reports on Form 8-K dated February 26, 1996, March 4, 1996 and March 29, 1996, respectively to report under items 5 and 7 of such form. Page 12 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNISYS CORPORATION Date: May 15, 1996 By: /s/ Edward A. Blechschmidt ----------- -------------------------- Senior Vice President and Chief Financial Officer Page 13 EXHIBIT INDEX ------------- Exhibit Number Description - ------- ----------- 10 Amendment, dated February 22, 1996, to the 1990 Unisys Long-Term Incentive Plan 11 Statement of Computation of Earnings Per Share for the three months ended March 31, 1996 and 1995. 12 Statement of Computation of Ratio of Earnings to Fixed Charges 27 Financial Data Schedule
                               AMENDMENT TO THE

                     1990 UNISYS LONG-TERM INCENTIVE PLAN



1.	Section 7.01(a) of the Unisys Long-Term Incentive Plan is amended
and restated, effective February 1, 1996, to read as follows:

	"(a)	Issuance of Restricted Shares.  As soon as practicable after
the Date of Grant of a Restricted Share Award by the Committee, Unisys
shall cause to be transferred on the books of the Company, shares of
Company Common Stock, evidencing the Restricted Shares covered by the
Award, but subject to forfeiture to Unisys as of the Date of Grant if
an Award Agreement with respect to the Restricted Shares covered by
the Award is not duly executed by the Participant and timely returned
to Unisys.  At the discretion of the Company, the shares will be
registered on behalf of the Participant in book entry form or will be
registered in the name of the Participant with a stock certificate,
appropriately legended to reference the applicable restrictions, duly
issued.  All shares of Company Common Stock covered by Awards under
this Article VII shall be subject to the restrictions, terms and
conditions contained in the Plan and Award Agreement entered into by
the Participant."

                                                                    EXHIBIT 11
                                                                   Page 1 of 2

                               UNISYS CORPORATION
                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
             FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                  (UNAUDITED)
                         (Millions, except share data)
Primary Earnings Per Common Share 1996 1995 ----------- ----------- Average Number of Outstanding Common Shares 171,436,655 170,988,159 Additional Shares Assuming Exercise of Stock Options 442,240 832,788 ----------- ----------- Average Number of Outstanding Common Shares and Common Share Equivalents 171,878,895 171,820,947 =========== =========== Income (Loss) From Continuing Operations $( 13.4) $ 32.1 Dividends on Series A, B and C Preferred Stock ( 30.2) ( 29.9) ------ ------ Primary Earnings (Loss) on Common Shares Before Discontinued Operations ( 43.6) 2.2 Income From Discontinued Operations 12.5 ------ ------ Primary Earnings (Loss) on Common Shares $( 43.6) $ 14.7 ====== ====== Primary Earnings (Loss) Per Common Share Continuing Operations $( .25) $ .02 Discontinued Operations .07 ------ ------ Total $( .25) $.09 ====== ====== Fully Diluted Earnings Per Common Share Average Number of Outstanding Common Shares and Common Share Equivalents 171,878,895 171,820,947 Additional Shares: Assuming Conversion of Series A Preferred Stock 47,454,386 47,454,699 Assuming Conversion of 8 1/4% Convertible Notes due 2000 33,697,387 33,697,387 Assuming Conversion of 8 1/4% Convertible Notes due 2006 11,470,130 Attributable to Stock Options 34,969 13,802 ----------- ----------- Common Shares Outstanding Assuming Full Dilution 264,535,767 252,986,835 =========== =========== Primary Earnings (Loss) on Common Shares Before Discontinued Operations $( 43.6) $ 2.2 Exclude Dividends on Series A Preferred Stock 26.6 26.6 Interest Expense on 8 1/4% Convertible Notes, due 2000, Net of Applicable Tax 4.8 4.4 Interest Expense on 8 1/4% Convertible Notes, due 2006, Net of Applicable Tax 1.1 ------ ------ Fully Diluted Earnings (Loss) on Common Shares Before Discontinued Operations ( 11.1) 33.2 Income From Discontinued Operations 12.5 ------ ------ Fully Diluted Earnings (Loss) on Common Shares $( 11.1) $45.7 ====== ====== Fully Diluted Earnings (Loss) per Common Share Continuing Operations $( .04) $ .05 Discontinued Operations .13 ------ ------ Total $( .04) $ .18 ====== ======
EXHIBIT 11 Page 2 of 2 UNISYS CORPORATION STATEMENT OF COMPUTATION OF EARNINGS PER SHARE FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED) (Millions, except share data)
1996 1995 ----------- ----------- Earnings (Loss) Per Common Share As Reported Primary Continuing Operations $( .25) $ .02 Discontinued Operations .07 ------ ----- Total $( .25) $ .09 ====== ===== Fully Diluted Continuing Operations $( .25) $ .02 Discontinued Operations .07 ------ ----- Total $( .25) $ .09 ====== ===== The computation for 1996 is based on the weighted average number of outstanding common shares. In addition, the computation for 1995 includes common stock equivalents. Neither period assumes conversion of the convertible notes or Series A preferred stock since such conversions would have been antidilutive.

                                                                                    Exhibit 12

                                       UNISYS CORPORATION
                  COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
                                         ($ in millions)


                                      Three
                                      Months
                                      Ended
                                      March
                                        31,               Years Ended December 31
                                     --------  ------------------------------------------------
                                        1996     1995     1994     1993     1992       1991
                                     --------  ------  -------  -------  -------  ----------
                                                                
Income (loss) from continuing
   operations before income taxes    $( 20.3) $(781.1)  $ 14.6   $370.9   $301.3   $(1,425.6)
Add (deduct) share of loss (income)
   of associated companies            ( 1.2)      5.0     16.6     14.5      3.2      ( 6.5)
                                     ------    ------   ------   ------  --------     ------
      Subtotal                        (21.5)   (776.1)    31.2    385.4    304.5    (1,432.1)
                                     ------    ------   ------   ------  --------     ------
Interest expense
   (net of interest capitalized)       50.5     202.1    203.7    241.7    340.6      407.6
Amortization of
   debt issuance expenses               1.2       5.1      6.2      6.6      4.8        1.8
Portion of rental expense
   representative of interest          16.3      65.3     65.0     70.5     78.8       80.9
                                     ------    ------   ------   ------  --------     -----
      Total Fixed Charges              68.0     272.5    274.9    318.8    424.2      490.3
                                     ------    ------   ------   ------  --------     -----
Earnings (loss) from continuing
   operations before income taxes
   and fixed charges                 $ 46.5   $(503.6)  $306.1   $704.2   $728.7    $(941.8)
                                     ======    ======   ======   ======  ========     =====
Ratio of earnings to fixed charges     (a)       (a)      1.11     2.21      1.72      (a)
                                     ======    ======   ======   ======  ========     =====

(a) Earnings for the three months ended March 31, 1996 and for the years ended December 31, 1995
    and 1991 were inadequate to cover fixed charges by approximately $21.5 million, $776.1
    million and $1,432.1 million, respectively.
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 3-MOS DEC-31-1996 MAR-31-1996 1,403 5 978 (74) 710 3,433 2,076 1,401 7,337 2,710 2,252 2 0 1,570 237 7,337 642 1,423 408 984 0 0 51 (20) ( 7) (13) 0 0 0 (13) (.25) (.25)