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 September 30, 1995.


[ ]  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 September 30,
1995:  171,396,755.

<PAGE>
                                   Page 2


Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

<TABLE>
                             UNISYS CORPORATION
                          CONSOLIDATED BALANCE SHEET
                                 (Millions)
<CAPTION>
                                       September 30,
                                           1995         December 31,
                                        (Unaudited)         1994
                                        ----------------------------
<S>                                      <C>              <C>
Assets
Current Assets
Cash and cash equivalents                $   813.0        $  868.4
Marketable securities                          7.0            16.2
Accounts and notes receivable, net         1,037.1           945.1
Inventories
Finished equipment and supplies              365.5           355.0
Work in process and raw materials            358.9           281.3
Deferred income taxes                        281.4           310.5
Other current assets                          89.1            98.3
Net assets of discontinued operations                        526.5
                                           -------         -------
Total                                      2,952.0         3,401.3
                                           -------         -------

Long-term receivables, net                    59.5            71.5
                                           -------         -------
Properties and rental equipment            2,091.9         2,209.9
Less-Accumulated depreciation              1,407.9         1,479.9
                                           -------         -------
Properties and rental equipment, net         684.0           730.0
                                           -------         -------
Cost in excess of net assets acquired      1,019.5           998.0
Investments at equity                        369.8           315.8
Deferred income taxes                        514.0           583.2
Other assets                               1,142.5         1,093.6
                                           -------         -------
Total                                     $6,741.3        $7,193.4
                                           =======         =======

Liabilities and stockholders' equity
Current liabilities
Notes payable                             $   18.3        $    8.9

Current maturities of long-term debt         343.4            71.2
Accounts payable                             839.2           917.6
Other accrued liabilities                    870.8         1,123.6
Dividends payable                             30.2            26.6
Estimated income taxes                       141.1           237.7
                                           -------         -------
Total                                      2,243.0         2,385.6
                                           -------         -------

Long-term debt                             1,533.5         1,864.1
Other liabilities                            347.7           339.2
Stockholders' equity
Preferred stock                            1,570.3         1,570.3
Common stock, issued:
  1995, 172.3; 1994, 171.8                     1.7             1.7
Retained earnings                              4.4            45.7
Other capital                              1,040.7           986.8
                                           -------         -------
Stockholders' equity                       2,617.1         2,604.5
                                           -------         -------
Total                                     $6,741.3        $7,193.4
                                           =======         =======
<FN>
See notes to consolidated financial statements.
</TABLE>


<PAGE>
                                   Page 3

<TABLE>

                              UNISYS CORPORATION
                  CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
                       (Millions, except per share data)
<CAPTION>
                                               Three Months              Nine Months
                                            Ended September 30       Ended September 30
                                       ---------------------------   ---------------------------
                                            1995            1994          1995            1994
                                       ------------    -----------   ------------    -----------
<S>                                       <C>             <C>           <C>             <C>   
Revenue
  Sales                                   $  570.3        $  723.4      $1,879.6        $2,070.2
  Services                                   546.3           429.8       1,481.7         1,165.1
  Equipment maintenance                      344.1           328.7       1,002.3           993.9
                                          --------        --------      --------        --------
                                           1,460.7         1,481.9       4,363.6         4,229.2
                                          --------        --------      --------        --------
Costs and expenses
  Cost of sales                              352.5           393.9       1,073.7         1,110.1
  Cost of services                           442.0           331.0       1,182.4           896.9
  Cost of equipment maintenance              219.0           207.7         632.1           611.6
  Selling, general and administrative        389.4           375.8       1,111.2         1,059.2
  Research and development                    86.0           110.5         270.3           338.1
                                          --------        --------      --------        --------
                                           1,488.9         1,418.9       4,269.7         4,015.9
                                          --------        --------      --------        --------

Operating income (loss)                      (28.2)           63.0          93.9           213.3

Interest expense                              49.5            50.2         151.1           153.1
Other income, net                             28.9            30.2         117.4            61.4
                                          --------        --------      --------        --------
Income (loss) from continuing
  operations before income taxes             (48.8)           43.0          60.2           121.6
Estimated income taxes (benefit)             (16.6)           12.2          20.5            33.5
                                          --------        --------      --------        --------
Income (loss) from continuing operations
  before extraordinary item                  (32.2)           30.8          39.7            88.1
Income from discontinued operations                           12.1          12.5            72.4
Extraordinary item                                                                          (7.7)
                                          --------        --------      --------        --------
Net income (loss)                            (32.2)           42.9          52.2           152.8
Dividends on preferred shares                 30.2            30.0          90.1            90.1
                                          --------        --------      --------        --------
Earnings (loss) on common shares          $  (62.4)       $   12.9      $  (37.9)       $   62.7
                                          ========        ========      ========        ========

Earnings (loss) per common share
Primary
  Continuing operations                   $   (.36)       $    .01      $   (.29)       $   (.02)
  Discontinued operations                                      .07           .07             .42
  Extraordinary item                                                                        (.04)
                                          --------        --------      --------        --------
  Total                                   $   (.36)       $    .08      $   (.22)       $    .36
                                          ========        ========      ========        ========
Fully diluted
  Continuing operations                   $   (.36)       $    .02      $   (.29)       $   (.02)
  Discontinued operations                                      .06           .07             .42
  Extraordinary item                                                                        (.04)
                                          --------        --------      --------        --------
  Total                                   $   (.36)       $    .08      $   (.22)       $    .36
                                          ========        ========      ========        ========
<FN>
See notes to consolidated financial statements.
</TABLE>


<PAGE>
                                     Page 4

<TABLE>
                               UNISYS CORPORATION
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                   (Millions)
<CAPTION>
                                                  Nine Months Ended
                                                    September 30
                                               ------------------------
                                                  1995           1994
                                               ---------       --------
<S>                                            <C>             <C>
Cash flows from operating activities
Income from continuing operations              $    39.7       $   88.1
Add (deduct) items to reconcile income
   from continuing operations to net cash
   (used for) provided by operating 
   activities:
Effect of extraordinary item                                      ( 7.7)
Depreciation                                       156.0          163.9
Amortization:
   Marketable software                              94.9          114.7
   Cost in excess of net assets acquired            30.5           27.7
(Increase) in deferred income taxes                ( 7.4)         ( 9.4)
Decrease in receivables, net                        20.0           33.6
(Increase) in inventories                         ( 67.4)        ( 65.2)
(Decrease) in accounts payable and other
   accrued liabilities                           ( 352.2)       ( 283.7)
(Decrease) in estimated income taxes              ( 83.3)        ( 38.4)
(Decrease) in other liabilities                    ( 4.4)        ( 12.3)
(Increase) decrease in other assets               ( 96.6)          75.8
Other                                               18.8           33.8
                                                 -------         ------
Net cash (used for)
   provided by operating activities              ( 251.4)         120.9 
                                                 -------         ------

Cash flows from investing activities
Proceeds from investments                        2,628.0        1,330.8
Purchases of investments                       ( 2,642.6)     ( 1,348.7)
Proceeds from marketable securities                 14.4          185.3
Purchases of marketable securities                               ( 97.2)
Proceeds from sales of properties                   28.1           16.9
Investment in marketable software                 ( 92.2)        ( 93.7)
Capital additions of properties
 and rental equipment                            ( 142.4)       ( 135.7)
Purchase of businesses                            ( 39.2)
                                                 -------         ------
Net cash used for investing activities           ( 245.9)       ( 142.3)
                                                 -------         ------

Cash flows from financing activities
Principal payments of debt                        ( 67.9)       ( 139.8)
Net proceeds from short-term borrowings              9.3            9.0
Dividends paid on preferred shares                ( 90.0)       ( 198.0)
Other                                                2.8            3.1
                                                 -------         ------

Net cash used for financing activities           ( 145.8)       ( 325.7)
                                                 -------         ------
Effect of exchange rate changes on
   cash and cash equivalents                         7.2         ( 10.3)
                                                 -------         ------
Net cash used for continuing operations          ( 635.9)       ( 357.4)
                                                 -------         ------
Discontinued operations
   Proceeds from sale                              862.0
   Other                                         ( 281.5)          88.9
                                                 -------         ------
Net cash provided by discontinued operations       580.5           88.9
                                                 -------         ------

(Decrease) in cash and cash equivalents           ( 55.4)       ( 268.5)
Cash and cash equivalents, beginning of period     868.4          835.4
                                                 -------         ------

Cash and cash equivalents, end of period         $ 813.0        $ 566.9
                                                 =======        =======
<FN>
See notes to consolidated financial statements.
</TABLE>


<PAGE>
                                     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, 1995, the Company sold its defense business to Loral Corporation 
     ("Loral") for cash of $862 million.  The Company's financial results of 
     operations for the nine months ended September 30, 1995 include the
     results of operations of its defense business for the three months
     ended March 31, 1995.  For such period and all prior periods, the net 
     results of these defense operations are being reported separately in 
     the Consolidated Statement of Income as "income from discontinued
     operations".  In addition, the other financial statements have been 
     restated to report the defense business as a discontinued operation.  
     In November, 1995, the Company and Loral completed the agreed upon
     purchase price adjustment process.  The impact of the sale, which is 
     not expected to be material, will be reported in the December, 1995 
     quarter as discontinued operations.  

     The following is a summary of the results of operations of the Company's 
defense business (in millions of dollars):


<TABLE>
<CAPTION>
                                   Year      Three Months     Nine Months    Three Months
                                  Ended          Ended           Ended           Ended
                              Dec. 31, 1994  Sept. 30, 1994  Sept. 30, 1994  March 31, 1995
                              -------------  --------------  --------------  --------------
<S>                           <C>            <C>             <C>             <C>   
Revenue                         $1,421.5        $ 306.2        $1,047.0           $258.1
                                ========        =======         =======           ======
Operating income                $  151.6        $  22.5         $ 114.3           $ 25.7
                                ========        =======         =======           ======
Income before income taxes      $  138.6        $  17.5         $ 104.4           $ 19.0
Estimated income taxes              42.5            5.4            32.0              6.5
                                --------        -------         -------           ------
Net income                      $   96.1        $  12.1         $  72.4           $ 12.5
                                ========        =======         =======           ======
</TABLE>


   The net assets of discontinued operations at December 31, 1994 were as 
   follows (in millions of dollars):

      Current assets                                $266.7
      Current liabilities                           (123.8)
      Property, plant and equipment, net             203.7
      Cost in excess of net assets acquired          144.5
      Other, net                                      35.4
                                                    ------
      Total                                         $526.5
                                                    ======

<PAGE>
                                     Page 6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D.)

b.  During the nine months ended September 30, 1994, the Company recorded an 
    extraordinary charge for repurchases of debt of $7.7 million, net of $5.1 
    million of income tax benefits, or $.04 per fully diluted common share.


c.  For the three and nine months ended September 30, 1995, the computation of 
    primary earnings per share is based on the weighted average number of 
    outstanding common shares.  The computation of primary earnings per 
    share for the three and nine months ended September 30, 1994 also 
    includes additional shares assuming the exercise of stock options.
    The computation of fully diluted earnings per share, for the three 
    months ended September 30, 1994, assumes the conversion of the 8 1/4% 
    Convertible Subordinated Notes due August 1, 2000.  Such conversion was
    not assumed for the three and nine months ended September 30, 1995 or 
    for the nine months ended September 30, 1994 since it would have been 
    antidilutive.  None of the periods presented below assumes conversion 
    of the Series A Preferred Stock since this would have been antidilutive.
    The shares used in the computations are as follows (in thousands):

                    Three Months Ended          Nine Months Ended
                       September 30,              September  30         
                   -------------------        -------------------
                     1995        1994           1995        1994
                     ----        ----           ----        ----
  Primary          171,387     171,803        171,185     172,460
  Fully diluted    171,387     205,597        171,185     172,460


<PAGE>
                                     Page 7


I
tem 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

Overview

On October 6, 1995, the Company announced that it will dismantle 
its highly interdependent matrix management structure and realign 
internally into three business units (information services, 
support services and computer systems), each with its own 
marketing and sales organizations.  The Company's goal from the 
realignment is to reduce its current cost structure and create 
annual savings of at least $400 million by the end of 1996.  Cost 
savings are expected to come from reducing the overhead and 
administrative costs associated with the matrix structure, 
facility consolidation and personnel reductions.  In addition, 
the Company will be evaluating its deferred tax assets and cost 
in excess of net assets acquired in light of the planned 
restructuring actions.  The Company expects to take a significant 
charge against earnings in the fourth quarter of 1995 in 
connection with these initiatives.  The Company is in the process 
of determining the size of the charge and impact on employment 
levels.

In May, 1995, the Company sold its defense business to Loral 
Corporation ("Loral") for cash of $862 million.  The Company's 
financial results of operations for the nine months ended 
September 30, 1995 include the results of operations of its 
defense business for the three months ended March 31, 1995.  For 
such period and all prior periods, the net results of these 
defense operations are being reported separately in the 
Consolidated Statement of Income as "income from discontinued 
operations".  In addition, the other financial statements have 
been restated to report the defense business as a discontinued 
operation.  In November, 1995, the Company and Loral completed 
the agreed upon purchase price adjustment process.  The impact of 
the sale, which is not expected to be material, will be reported 
in the December, 1995 quarter as discontinued operations.  

During the third quarter of 1995, the Company acquired its South 
African distributor for cash.  The acquisition benefited both 
revenue and profitability for the quarter.

Results of Operations

For the three months ended September 30, 1995, the Company 
reported a net loss from continuing operations of $32.2 million, 
or $.36 per primary and fully diluted common share, compared to 
net income from continuing operations of $30.8 million, or $.01 
per primary and $.02 per fully diluted common share, for the 
three months ended September 30, 1994.  Total net income in the 
year ago period was $42.9 million, or $.08 per primary and fully 
diluted share, including $12.1 million, or $.07 per primary and 
$.06 per fully diluted share, from discontinued operations.  

<PAGE>
                                     Page 8

Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations (Cont'd).


Revenue for the quarter ended September 30, 1995 was $1.46 
billion, down 1% from $1.48 billion for the quarter ended 
September 30, 1994.  Sales revenue declined 21%, when compared to 
the prior year period, principally due to decreases in sales of 
enterprise systems and servers.  Services revenue in the quarter 
increased 27% to $546.3 million from $429.8 million in last 
years' third quarter.  Services revenue, which is the Company's 
single largest revenue stream, represented 37% of total revenue 
for the three months ended September 30, 1995 compared to 29% in 
the comparable period a year ago.  Equipment maintenance revenue 
for the current quarter increased 5% from the prior year.

Sales gross profit margin was 38% in the current period compared 
to 46% in the  prior year period.  The decline was due in large 
part to a higher proportion of lower-margin personal computer 
sales and the reduced volume of large computer systems sales.  
Services gross profit margin was 19% in the current quarter 
compared to 23%  a year ago.  The decline in services gross 
profit margin was mainly due to project cost adjustments.  
Business risks associated with services contracts, particularly 
large, multi-year, fixed-price systems integration contracts, 
may, from time to time, continue to create volatility in margins.  
Equipment maintenance gross profit margin was 36% in the current 
period compared to 37% last year.

The total gross profit margin was 31% for the three months ended 
September 30, 1995 compared to 37% in the comparable period a 
year ago.  The total gross profit margin is expected to continue 
to be pressured by competitive pricing and the continuing shift 
to lower-margin products and services. 

In the third quarter of 1995, selling, general and administrative 
expenses were $389.4 million compared to $375.8 million in the 
third quarter of 1994, with approximately one-third of the increase 
due to the effects of foreign currency translation.

Research and development expenses were $86.0 million in the 
quarter ended September 30, 1995 compared to $110.5 million a 
year earlier.  The reduction principally reflects the Company's 
move to common hardware platforms and technologies.  Research and 
development expense as a percent of total revenue is expected to 
continue to decline consistent with the increasing proportion of 
revenue from the services business which requires less research 
and development expenditures.

As a result of the above, the Company had an operating loss of 
$28.2 million in the current period compared to operating income 
of $63.0 million last year.

<PAGE>
                                     Page 9

Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations (Cont'd).

It is the Company's policy to minimize its exposure to foreign 
currency fluctuations.  Due to a weakening of the U.S. dollar 
compared to foreign currencies, foreign currency changes, 
including the cost of hedging, had a modest positive effect on 
net income when compared to the year-ago quarter.

The loss from continuing operations before income taxes was $48.8 
million in the current quarter compared to income of $43.0 
million a year earlier.

Estimated income taxes were a benefit of $16.6 million for the 
three months ended September 30, 1995 compared to a provision of 
$12.2 million for the three months ended September 30, 1994.

For the nine months ended September 30, 1995, net income from 
continuing operations was $39.7 million or a loss of $.22 per 
primary and fully diluted common share after preferred dividends.  
Net income from discontinued operations in the quarter ended 
March 31, 1995 was $12.5 million or $.07 per primary share and 
$.06 per fully diluted share.  The 1995 second quarter financial 
impact from the defense business, which was sold in May, will be 
reported in the December, 1995 quarter as discontinued 
operations.  In the nine-month period one year ago, net income 
from continuing operations was $88.1 million or a $.02 per share 
loss (both primary and fully diluted) after preferred dividends.  
In the year-ago period, total net income was $152.8 million, or 
$.36 per primary and fully diluted share including an 
extraordinary charge of $7.7 million or $.04 per share associated 
with repurchases of debt.  Revenue was $4.36 billion, compared to 
$4.23 billion for the first nine months of 1994.

Financial Condition

During the nine months ended September  30, 1995, cash used for 
operating activities was $251.4 million compared to $120.9 
million of cash provided by operating activities during the nine 
months ended September 30, 1994.  The increase in cash used was 
due in large part to restructuring payments and a reduction in 
payables, an increase in income tax payments and management's 
decision to reduce the level of accounts receivable discounting.

Investments in properties and rental equipment during the nine 
months ended September 30, 1995 were $142.4 million compared to 
$135.7 million in the prior year.

At September 30, 1995, total debt was $1.90 billion, a decrease 
of $49.0 million from December 31, 1994.  Cash, cash equivalents 
and marketable securities at September 30, 1995 were $820.0 
million compared to $884.6 million at December 31, 1994.   During 
the nine months ended September 30, 1995, debt net of cash and 
marketable securities increased $15.6 million to $1,075.2 
million.  As a percent of total capital, debt net of cash and 
marketable securities was 29% at both September 30, 1995 and 
December 31, 1994.

<PAGE>
                                     Page 10

Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations (Cont'd).


During the nine months ended September 30, 1995 and 1994, the 
Company retired $67.9 million and $139.8 million principal amount 
of debt securities, 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.  

The Company has on file with the Securities and Exchange 
Commission an effective registration statement covering $500 
million of debt or equity securities.  The registration statement 
enables the Company to be prepared for future market 
opportunities.  Proceeds from future offerings of these 
securities are anticipated to be used for general corporate 
purposes, including reduction or refinancing of debt.

On March 27, 1995, the Company amended its revolving credit 
agreement to increase the amount available for borrowing to $325 
million from $300 million and to extend the term until May 31, 
1996.  During the three months ended September 30, 1995, the 
Company's banks waived compliance with the interest coverage 
covenant set forth therein for the third quarter of 1995.  The 
Company expects that further discussions with its banks will be 
held regarding the anticipated fourth-quarter charge.  The credit 
agreement provides for short-term borrowings and up to $100 
million of letters of credit.  During the nine months ended 
September 30, 1995, there were no borrowings under this 
agreement.

Dividends paid on preferred stock amounted to $90.0 million 
during the nine months ended September 30, 1995 compared to 
$198.0 million in the year-ago period.  The prior year amount 
included full payment of preferred dividend arrearages.

Net cash provided by the discontinued defense operations during 
the nine months ended September 30, 1995 was $580.5 million 
consisting of $862.0 million proceeds from the sale offset by 
cash used of $281.5 million.  In November, 1995, in connection 
with completion of the purchase price adjustment process relating 
to the sale of its defense business, the Company received cash of
approximately $88 million, which will be reflected in the
December, 1995 quarter as an offset against cash used by
discontinued operations. 

Stockholders' equity increased $12.6 million during the nine 
months ended September 30, 1995 to $2,617.1 million, principally 
reflecting net income of $52.2 million and favorable foreign 
currency translation of $51.5 million offset by the payment of 
preferred dividends.

<PAGE>
                                     Page 11

Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations (Cont'd).


At September 30, 1995, the Company had deferred tax assets in 
excess of deferred tax liabilities of $1,057 million.  For the 
reasons cited below, management determined that it is more likely 
than not that $730 million of such assets will be realized, 
therefore resulting in a valuation allowance of $327 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 basis used to assess the likelihood of realization 
was the Company's forecast of future taxable income which was 
adjusted by applying probability factors to the achievement of 
this forecast.  Forecasted taxable income is expected to arise 
from ordinary and recurring operations and to be sufficient to 
realize the entire amount of net deferred tax assets.  
Approximately $2.1 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.  The major 
portion of such carryforwards expire in 1998 and beyond.  In 
addition, substantial amounts of foreign net operating losses 
have an indefinite carryforward period.  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 assurance that in the future there would not 
be increased competition or other factors which may result in a 
decline in sales or margins, loss of market share, or 
technological obsolescence.

As discussed above, the Company will evaluate the realizability 
of its net deferred tax assets in light of the planned 
restructuring actions and will adjust the amount of its valuation 
allowance, if necessary.

The Company may settle certain open tax years with the Internal 
Revenue Service in 1996.  It is expected that such settlements 
will result in cash payments of approximately $80 million 
(including interest).  These payments will not affect earnings 
since provision for these taxes has been made in prior years.

<PAGE>
                                     Page 12


P
art 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 September 30, 1995, the Company filed no 
          Current Reports on Form 8-K.

<PAGE>
                                     Page 13


                                    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: November 14, 1995             By: /s/ George T. Robson
      ------------------                --------------------
                                        George T. Robson
                                        Senior Vice President and
                                        Chief Financial Officer
                                        (principal financial officer)

<PAGE>
                                     Page 14


                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number         Description
- -------        -----------
 11.1          Statement of Computation of Earnings Per Share for the nine 
               months ended September 30, 1995 and 1994.

 11.2          Statement of Computation of Earnings Per Share for the three 
               months ended September 30, 1995 and 1994

 12            Statement of Computation of Ratio of Earnings to Fixed Charges

 27            Financial Data Schedule





<TABLE>
                                                                  EXHIBIT 11.1

                               UNISYS CORPORATION
                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                  (UNAUDITED)
                         (Millions, except share data)
<CAPTION>
Primary Earnings Per Common Share                       1995          1994   
                                                     -----------   -----------
<S>                                                  <C>           <C>
Average Number of Outstanding Common Shares          171,184,699   170,689,839
Additional Shares Assuming Exercise of Stock Options     816,414     1,769,947
                                                     -----------   -----------
Average Number of Outstanding Common Shares and
   Common Share Equivalents                          172,001,113   172,459,786
                                                     ===========   ===========
Income From Continuing Operations Before 
   Extraordinary Item                                     $ 39.7        $ 88.1
Dividends on Series A, B and C Preferred Stock            ( 90.1)       ( 90.1)
                                                          ------        ------
Primary Earnings on Common Shares Before Discontinued
   Operations and Extraordinary Item                      ( 50.4)        ( 2.0)
Income From Discontinued Operations                         12.5          72.4
Extraordinary Item                                                       ( 7.7)
                                                          ------        ------
Primary Earnings (Loss) on Common Shares                 $( 37.9)       $ 62.7
                                                          ======        ======
Primary Earnings (Loss) Per Common Share
   Continuing Operations                                  $( .29)       $( .02)
   Discontinued Operations                                   .07           .42
   Extraordinary Item                                                    ( .04)
                                                          ------        ------
   Total                                                  $( .22)         $.36
                                                          ======        ======

Fully Diluted Earnings Per Common Share

Average Number of Outstanding Common
   Shares and Common Share Equivalents               172,001,113   172,459,786
Additional Shares:
   Assuming Conversion of 8 1/4% Convertible Notes    33,697,387    33,698,698
   Attributable to Stock Options                          34,992       148,368

                                                     -----------   -----------
Common Shares Outstanding Assuming Full Dilution     205,733,492   206,306,852
                                                     ===========   ===========

Primary Earnings (Loss) on Common Shares Before 
   Discontinued Operations and Extraordinary Item        $( 50.4)       $( 2.0)
Interest Expense on 8 1/4% Convertible Notes,
   Net of Applicable Tax                                    13.3          13.3
                                                          ------        ------
Fully Diluted Earnings (Loss) on Common Shares 
   Before Discontinued Operations and 
   Extraordinary Item                                     ( 37.1)         11.3
Income From Discontinued Operations                         12.5          72.4
Extraordinary Item                                                       ( 7.7)
                                                          ------        ------
Fully Diluted Earnings (Loss) on Common Shares           $( 24.6)        $76.0
                                                          ======        ======

Fully Diluted Earnings (Loss) per Common Share   
   Continuing Operations                                  $( .18)        $ .06
   Discontinued Operations                                   .06           .35
   Extraordinary Item                                                    ( .04)
                                                          ------        ------
   Total                                                  $( .12)        $ .37
                                                          ======        ======

Earnings (Loss) Per Common Share As Reported   

Primary
   Continuing Operations                                  $( .29)     $ ( .02)
   Discontinued Operations                                   .07          .42
   Extraordinary Item                                                   ( .04)
                                                          ------        ------
   Total                                                  $( .22)       $ .36
                                                          ======        ======

Fully Diluted
   Continuing Operations                                  $( .29)      $( .02)
   Discontinued Operations                                   .07          .42
   Extraordinary Item                                                   ( .04)
                                                          ------        ------
   Total                                                  $( .22)       $ .36
                                                          ======        ======
</TABLE>




<TABLE>
                                                                  EXHIBIT 11.2
                                  UNISYS CORPORATION
                    STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
                FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                     (UNAUDITED)
                             (Millions, except share data)
<CAPTION>
Primary Earnings Per Common Share                        1995         1994
                                                     -----------  -----------
<S>                                                  <C>          <C>
Average Number of Outstanding Common Shares          171,387,269  170,831,860
Additional Shares Assuming Exercise of Stock Options     644,899      970,853
                                                     -----------  -----------
Average Number of Outstanding Common Shares and
   Common Share Equivalents                          172,032,168  171,802,713
                                                     ===========  ===========

Income (Loss) From Continuing Operations                 $( 32.2)      $ 30.8
Dividends on Series A, B and C Preferred Stock            ( 30.2)      ( 30.0)
                                                          ------       ------
Primary Earnings (Loss) on Common Shares Before
    Discontinued Operations                               ( 62.4)          .8 
Income From Discontinued Operations                                      12.1
                                                          ------       ------
Primary Earnings (Loss) on Common Shares                 $( 62.4)      $ 12.9
                                                          ======       ======
Primary Earnings (Loss) Per Common Share
   Continuing Operations                                  $( .36)       $ .01 
   Discontinued Operations                                                .07
                                                          ------       ------
   Total                                                  $( .36)        $.08
                                                          ======       ======

Fully Diluted Earnings Per Common Share

Average Number of Outstanding Common
   Shares and Common Share Equivalents               172,032,168  171,802,713
Additional Shares:
   Assuming Conversion of 8 1/4% Convertible Notes    33,697,387   33,697,762
   Attributable to Stock Options                                       96,648
                                                     -----------  -----------
Common Shares Outstanding Assuming Full Dilution     205,729,555  205,597,123
                                                     ===========  ===========

Primary Earnings (Loss) on
 Common Shares Before 
   Discontinued Operations                               $( 62.4)        $ .8 
Interest Expense on 8 1/4% Convertible Notes,
   Net of Applicable Tax                                     4.4          4.4
                                                          ------       ------
Fully Diluted Earnings (Loss) on Common Shares 
   Before Discontinued Operations                         ( 58.0)         5.2 
Income From Discontinued Operations                                      12.1 
                                                          ------       ------
Fully Diluted Earnings (Loss) on Common Shares           $( 58.0)      $ 17.3
                                                          ======       ======

Fully Diluted Earnings (Loss) per Common Share   
   Continuing Operations                                  $( .28)       $ .02 
   Discontinued Operations                                                .06
                                                          ------       ------
   Total                                                  $( .28)       $ .08
                                                          ======       ======

Earnings (Loss) Per Common Share As Reported

Primary
   Continuing Operations                                  $( .36)       $ .01 
   Discontinued Operations                                                .07
                                                          ------       ------
   Total                                                  $( .36)       $ .08
                                                          ======       ======
Fully Diluted
   Continuing Operations                                  $( .36)       $ .02 
   Discontinued Operations                                                .06
                                                          ------       ------
   Total                                                  $( .36)       $ .08
                                                          ======       ======
</TABLE>




<TABLE>
                                                                                    Exhibit 12

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


                                      Nine 
                                      Months
                                      Ended
                                    September
                                        30,               Years Ended December 31
                                     --------  ------------------------------------------------
                                        1995     1994     1993     1992        1991       1990
                                     --------  ------  -------  -------  ----------  ----------
<S>                                  <C>       <C>     <C>      <C>      <C>         <C>
Income (loss) from continuing 
   operations before income taxes     $ 60.2   $ 14.6   $370.9   $301.3   $(1,425.6)   $(456.8)
Add (deduct) share of loss (income)
   of associated companies            (13.4)     16.6     14.5      3.2        (6.5)     (51.8)
                                     ------    ------   ------   ------     --------     -----
      Subtotal                         46.8      31.2    385.4    304.5    (1,432.1)    (508.6)
                                     ------    ------   ------   ------     --------     -----
Interest expense 
   (net of interest capitalized)      151.1     203.7    241.7    340.6       407.6      446.7
Amortization of 
   debt issuance expenses               4.0       6.2      6.6      4.8         1.8        1.5
Portion of rental expense
   representative of interest          48.8      65.0     70.5     78.8        80.9       77.0
                                     ------    ------   ------   ------     --------     -----
      Total Fixed Charges             203.9     274.9    318.8    424.2       490.3      525.2
                                     ------    ------   ------   ------     --------     -----
Earnings (loss) from continuing
   operations before income taxes
   and fixed charges                 $250.7    $306.1   $704.2   $728.7     $(941.8)     $16.6
                                     ======    ======   ======   ======     ========     =====
Ratio of earnings to fixed charges     1.23      1.11     2.21     1.72         (a)        (a)       
                                     ======    ======   ======   ======     ========     =====
<FN>
(a) Earnings for the years ended December 31, 1991 and 1990 were inadequate
    to cover fixed charges by approximately $1,432.1 million and $508.6 million respectively.
</TABLE>






<TABLE> <S> <C>

<ARTICLE>     5
<LEGEND>      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 
              SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
              REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>  1,000,000
       
<S>                                          <C>
<PERIOD-TYPE>                                9-MOS
<FISCAL-YEAR-END>                            DEC-31-1995
<PERIOD-END>                                 SEP-30-1995
<CASH>                                               813
<SECURITIES>                                           7
<RECEIVABLES>                                      1,129
<ALLOWANCES>                                         (77)
<INVENTORY>                                          724
<CURRENT-ASSETS>                                   2,952
<PP&E>                                             2,092
<DEPRECIATION>                                     1,408 
<TOTAL-ASSETS>                                     6,741
<CURRENT-LIABILITIES>                              2,243
<BONDS>                                            1,534
<COMMON>                                               2
<PREFERRED-MANDATORY>                                  0
<PREFERRED>                                        1,570
<OTHER-SE>                                         1,045 
<TOTAL-LIABILITY-AND-EQUITY>                       6,741
<SALES>                                            1,880
<TOTAL-REVENUES>                                   4,364
<CGS>                                              1,074
<TOTAL-COSTS>                                      2,888
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                      13
<INTEREST-EXPENSE>                                   151
<INCOME-PRETAX>                                       60
<INCOME-TAX>                                          20
<INCOME-CONTINUING>                                   40
<DISCONTINUED>                                        13
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                          52
<EPS-PRIMARY>                                       (.22)
<EPS-DILUTED>                                       (.22)
        

</TABLE>