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 June 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 June 30,
1995:  171,354,354.

<PAGE>
                                   Page 2


Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

<TABLE>
                             UNISYS CORPORATION
                          CONSOLIDATED BALANCE SHEET
                                 (Millions)
<CAPTION>
                                         June 30,
                                           1995         December 31,
                                        (Unaudited)         1994
                                        ----------------------------
<S>                                      <C>              <C>
Assets
Current Assets
Cash and cash equivalents                $   962.4        $  868.4
Marketable securities                         15.7            16.2
Accounts and notes receivable, net         1,090.7           945.1
Inventories
Finished equipment and supplies              342.4           355.0
Work in process and raw materials            341.7           281.3
Deferred income taxes                        281.4           310.5
Other current assets                          92.3            98.3
Net assets of discontinued operations                        526.5
                                           -------         -------
Total                                      3,126.6         3,401.3
                                           -------         -------

Long-term receivables, net                    64.0            71.5
                                           -------         -------
Properties and rental equipment            2,141.0         2,209.9
Less-Accumulated depreciation              1,432.6         1,479.9
                                           -------         -------
Properties and rental equipment, net         708.4           730.0
                                           -------         -------
Cost in excess of net assets acquired      1,003.5           998.0
Investments at equity                        366.4           315.8
Deferred income taxes                        514.0           583.2
Other assets                               1,108.9         1,093.6
                                           -------         -------
Total                                     $6,891.8        $7,193.4
                                           =======         =======

Liabilities and stockholders' equity
Current liabilities
Notes payable                             $   27.0        $    8.9

Current maturities of long-term debt           5.4            71.2
Accounts payable                             857.9           917.6
Other accrued liabilities                    890.2         1,123.6
Dividends payable                             26.6            26.6
Estimated income taxes                       182.5           237.7
                                           -------         -------
Total                                      1,989.6         2,385.6
                                           -------         -------

Long-term debt                             1,873.5         1,864.1
Other liabilities                            349.5           339.2
Stockholders' equity
Preferred stock                            1,570.3         1,570.3
Common stock, issued:
  1995, 172.2; 1994, 171.8                     1.7             1.7
Retained earnings                             70.2            45.7
Other capital                              1,037.0           986.8
                                           -------         -------
Stockholders' equity                       2,679.2         2,604.5
                                           -------         -------
Total                                     $6,891.8        $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              Six Months
                                               Ended June 30            Ended June 30
                                       ---------------------------   ---------------------------
                                            1995            1994          1995            1994
                                       ------------    -----------   ------------    -----------
<S>                                       <C>             <C>           <C>             <C>   
Revenue
  Sales                                   $  656.0        $  691.5      $1,309.3        $1,346.8
  Services                                   508.3           413.8         935.4           735.3
  Equipment maintenance                      331.5           336.2         658.2           665.2
                                          --------        --------      --------        --------
                                           1,495.8         1,441.5       2,902.9         2,747.3
                                          --------        --------      --------        --------
Costs and expenses
  Cost of sales                              352.8           375.0         721.2           716.2
  Cost of services                           407.5           312.3         740.4           565.9
  Cost of equipment maintenance              201.7           206.1         413.1           403.9
  Selling, general and administrative        380.6           358.6         721.8           683.4
  Research and development                    87.5           111.8         184.3           227.6
                                          --------        --------      --------        --------
                                           1,430.1         1,363.8       2,780.8         2,597.0
                                          --------        --------      --------        --------

Operating income                              65.7            77.7         112.1           150.3

Interest expense                              51.1            50.9         101.6           102.9
Other income, net                             46.0             4.2          88.5            31.2
                                          --------        --------      --------        --------
Income from continuing operations
  before income taxes                         60.6            31.0         109.0            78.6
Estimated income taxes                        20.8             8.3          37.1            21.3
                                          --------        --------      --------        --------
Income from continuing operations
  before extraordinary item                   39.8            22.7          71.9            57.3
Income from discontinued operations                           27.2          12.5            60.3
Extraordinary item                                                                          (7.7)
                                          --------        --------      --------        --------
Net income                                    39.8            49.9          84.4           109.9
Dividends on preferred shares                 30.0            30.0          59.9            60.1
                                          --------        --------      --------        --------
Earnings on common shares                 $    9.8        $   19.9      $   24.5        $   49.8
                                          ========        ========      ========        ========

Earnings per common share
Primary
  Continuing operations                   $    .06        $   (.04)     $    .07        $   (.02)
  Discontinued operations                                      .16           .07             .35
  Extraordinary item                                                                        (.04)
                                          --------        --------      --------        --------
  Total                                   $    .06        $    .12      $    .14        $    .29
                                          ========        ========      ========        ========
Fully diluted
  Continuing operations                   $    .06        $   (.01)     $    .07        $    .03
  Discontinued operations                                      .13           .07             .29
  Extraordinary item                                                                        (.04)
                                          --------        --------      --------        --------
  Total                                   $    .06        $    .12      $    .14        $    .28
                                          ========        ========      ========        ========
<FN>
See notes to consolidated financial statements.
</TABLE>


<PAGE>
                                     Page 4

<TABLE>
                               UNISYS CORPORATION
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                   (Millions)
<CAPTION>
                                                  Six Months Ended
                                                      June 30
                                               ------------------------
                                                  1995           1994
                                               ---------       --------
<S>                                            <C>             <C>
Cash flows from operating activities
Income from continuing operations              $    71.9       $   57.3
Add (deduct) items to reconcile income
   from continuing operations to net cash
   used for operating activities:
Effect of extraordinary item                                      ( 7.7)
Depreciation                                       106.8          108.2
Amortization:
   Marketable software                              64.8           76.4
   Cost in excess of net assets acquired            20.1           18.4
(Increase) in deferred income taxes                ( 7.4)         ( 8.8)
(Increase) decrease in receivables, net           ( 33.3)          22.4
(Increase) in inventories                         ( 47.8)        ( 50.2)
(Decrease) in accounts payable and other
   accrued liabilities                           ( 361.3)       ( 261.5)
(Decrease) in estimated income taxes              ( 41.9)        ( 19.1)
(Decrease) in other liabilities                    ( 5.7)        ( 16.7)
(Increase) decrease in other assets               ( 50.2)          26.7
Other                                               23.6            5.2
                                                 -------         ------
Net cash used for operating activities           ( 260.4)        ( 49.4)
                                                 -------         ------

Cash flows from investing activities
Proceeds from investments                        1,483.9          742.6
Purchases of investments                       ( 1,497.0)       ( 749.4)
Proceeds from marketable securities                  2.0          182.3
Purchases of marketable securities                               ( 92.3)
Proceeds from sales of properties                    7.8           15.3
Investment in marketable software                 ( 61.4)        ( 62.7)
Capital additions of properties
 and rental equipment                            ( 101.9)        ( 88.5)
Purchase of company                                ( 8.1)
                                                 -------         ------
Net cash used for investing activities           ( 174.7)        ( 52.7)
                                                 -------         ------

Cash flows from financing activities
Principal payments of debt                        ( 67.2)       ( 139.5)
Net proceeds from short-term borrowings             18.1            4.3
Dividends paid on preferred shares                ( 59.9)       ( 168.0)
Other                                                2.5            2.9
                                                 -------         ------

Net cash used for financing activities           ( 106.5)       ( 300.3)
                                                 -------         ------
Effect of exchange rate changes on
   cash and cash equivalents                         1.5         ( 11.6)
                                                 -------         ------
Net cash used for continuing operations          ( 540.1)       ( 414.0)
                                                 -------         ------
Discontinued operations
   Proceeds from sale                              862.0
   Other                                         ( 227.9)          70.8
                                                 -------         ------
Net cash provided by discontinued operations       634.1           70.8
                                                 -------         ------

Increase (decrease) in cash and cash equivalents    94.0        ( 343.2)
Cash and cash equivalents, beginning of period     868.4          835.4
                                                 -------         ------

Cash and cash equivalents, end of period         $ 962.4        $ 492.2
                                                 =======        =======
<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 for cash of $862 million.  The Company's financial
   results of operations for the three months ended June 30, 1995
   do not include the results of operations of its defense
   business or the impact of the sale.  For periods prior to
   April 1, 1995 the net results of these defense operations have
   been reported separately as "income from discontinued
   operations".  In addition, other financial statements have
   been restated to report the defense business as discontinued
   operations.  The results of operations of this business for
   the three months ended June 30, 1995, and the impact of the 
   sale, including any adjustments to the proceeds received for
   the defense business, will be reported in a future period as
   discontinued operations, following resolution of issues
   arising from the purchase price adjustment process specified
   in the contract of sale.

   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    Six Months    Three Months
                                  Ended          Ended          Ended           Ended
                              Dec. 31, 1994  June 30, 1994  June 30, 1994  March 31, 1995
                              -------------  -------------  -------------  --------------
<S>                           <C>            <C>            <C>            <C>   
Revenue                         $1,421.5        $ 357.7         $740.8          $258.1
                                ========        =======         ======          ======
Operating income                $  151.6        $  41.4         $ 91.8          $ 25.7
                                ========        =======         ======          ======
Income before income taxes      $  138.6        $  39.2         $ 86.9          $ 19.0
Estimated income taxes              42.5           12.0           26.6             6.5
                                --------        -------         ------          ------
Net income                      $   96.1        $  27.2         $ 60.3          $ 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 three months ended March 31, 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 six months ended June 30, 1995 and 1994,
   the computation of primary earnings per share is based on the
   weighted average number of outstanding common shares and
   additional shares assuming the exercise of stock options.  The
   computation of fully diluted earnings per share, for the three
   and six months ended June 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 six months
   ended June 30, 1995 since it would have been antidilutive. 
   None of 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        Six Months Ended
                             June 30,                 June 30           
                        -------------------     -------------------
                         1995        1994        1995        1994
                        -------     -------     -------     -------
      Primary           172,150     172,245     171,986     172,788
      Fully diluted     172,150     205,943     171,986     206,661

<PAGE>
                                     Page 7


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

Sale of Defense Systems

In May, 1995, the Company sold its defense business to Loral
Corporation for cash of $862 million.  The Company expects that the
proceeds from the sale will be used to strengthen its capital
structure and invest in its businesses.

The Company's financial results of operations for the three months
ended June 30, 1995 do not include the results of operations of its
defense business or the impact of the sale.  For periods prior to
April 1, 1995 the net results of these defense operations have been
reported separately as "income from discontinued operations".  In
addition, other financial statements have been restated to report
the defense business as discontinued operations.  The results of
operations of this business for the three months ended June 30,
1995, and the impact of the  sale, including any adjustments to the
proceeds received for the defense business, will be reported in a
future period as discontinued operations, following resolution of
issues arising from the purchase price adjustment process specified
in the contract of sale.

Results of Operations

For the three months ended June 30, 1995, the Company reported net
income from continuing operations of $39.8 million, or $.06 per
primary and fully diluted common share, compared to net income from
continuing operations of $22.7 million, or a loss of $.04 per
primary and $.01 per fully diluted common share, for the three
months ended June 30, 1994.  Total net income in the year ago
period was $49.9 million, or $.12 per primary and fully diluted
share, including $27.2 million, or $.16 per primary and $.13 per
fully diluted share, from discontinued operations.  

Revenue for the quarter ended June 30, 1995 was $1.50 billion, up
4% from $1.44 billion for the quarter ended June 30, 1994,
principally as a result of foreign currency translation.  Sales
revenue declined 5% when compared to the prior year period as
increases in sales of the departmental servers and desktop systems
business segment were more than offset by decreases in enterprise
systems and servers.  Services revenue in the quarter increased 23%
to $508.3 million from $413.8 million in last years' second
quarter.  Services revenue, which is the Company's single largest
revenue stream, represented 34% of total revenue for the three
months ended June 30, 1995 compared to 29% in the comparable period
a year ago.  Equipment maintenance revenue for the current quarter
declined slightly from the prior year.

<PAGE>
                                     Page 8

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


Sales gross profit margin was 46% in both the current and prior
year period.  Services gross profit margin was 20% in the current
quarter compared to 25%  a year ago.  The decline in services gross
profit margin was mainly due to project costs 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 39% in both the
current and prior year period.

The total gross profit margin was 36% for the three months ended
June 30, 1995 compared to 38% 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 second quarter of 1995, selling, general and administrative
expenses were $380.6 million compared to $358.6 million in the
second quarter of 1994.  Approximately two-thirds of the increase
was due to the effects of foreign currency translation with the
remaining increase principally due to higher sales and marketing
expenses.

Research and development expenses were $87.5 million in the quarter
ended June 30, 1995 compared to $111.8 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, operating income was $65.7 million in the
current period (4.4% of revenue) compared to $77.7 million last
year (5.4% of revenue).

Other income in the three months ended June 30, 1995 was $46.0
million compared to $4.2 million in the three months ended June 30,
1994.  The increase was principally due to higher royalty income
from the Company's Japanese joint venture, higher interest income
and favorable foreign currency translation.

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

Income from continuing operations before income taxes was $60.6
million in the current quarter compared to $31.0 million a year
earlier.

<PAGE>
                                     Page 9

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

Financial Condition

During the six months ended June 30, 1995, cash used for operating
activities was $260.4 million compared to $49.4 million during the
six months ended June 30, 1994.  The increase in cash used was due
in large part to 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 first
half of 1995 were $101.9 million compared to $88.5 million in the
prior year.

At June 30, 1995, total debt was $1.91 billion, a decrease of $38.3
million from December 31, 1994.  Cash, cash equivalents and
marketable securities at June 30, 1995 were $978.1 million compared
to $884.6 million at December 31, 1994.   During the six months
ended June 30, 1995, debt net of cash and marketable securities
decreased $131.8 million to $927.8 million.  As a percent of total
capital, debt net of cash and marketable securities was 26% at June
30, 1995 compared to 29% at December 31, 1994.

During the six months ended June 30, 1995 and 1994, the Company
retired $67.2 million and $139.5 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.

During the first quarter of 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.  This agreement provides for short-term borrowings and up to
$100 million of letters of credit.  During the first half of 1995,
there were no borrowings under this agreement.

Dividends paid on preferred stock amounted to $59.9 million during
the six months ended June 30, 1995 compared to $168.0 million in
the year-ago period.  The prior year amount included payment for
preferred dividend arrearages.

<PAGE>
                                     Page 10

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

Net cash provided by the discontinued defense operations during the
six months ended June 30, 1995 was $634.1 million consisting of
$862.0 million proceeds from the sale offset by cash used of $227.9
million.  A significant portion of the cash usage is expected to be
recovered upon completion of the purchase price adjustment process.

Stockholders' equity increased $74.7 million during the first half
to $2,679.2 million, principally reflecting net income of $84.4
million and favorable foreign currency translation of $47.9 million
offset by preferred dividends of $59.9 million.

At June 30, 1995, the Company had deferred tax assets in excess of
deferred tax liabilities of $1,057 million.  For the reasons cited
below, management believes 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 has 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. 
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.

The Company expects to 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 $130
million (including interest).  These payments will not affect
earnings since provision for these taxes has been made in prior
years.

<PAGE>
                                     Page 11


P
art II - OTHER INFORMATION


Item 4.   Submission of Matters to a Vote of Security Holders

(a)   The Company's 1995 Annual Meeting of Stockholders (the "Annual Meeting")
      was held on April 27, 1995 in Philadelphia, Pennsylvania.

(c)   The following matters were voted upon at the Annual Meeting and received
      the following votes:

      1.  Election of Directors as follows:

          Theodore E. Martin -- 136,491,623 votes for; 6,197,650 votes withheld

          Alan E. Schwartz -- 135,904,176 votes for; 6,785,097 votes withheld

          James A. Unruh -- 135,484,597 votes for; 7,204,676 votes withheld

      2.   A proposal to ratify the selection of the Company's independent 
           auditors for 1995 -- 139,225,407 votes for; 2,434,250 votes against;
           1,029,616 abstentions

      3.   A stockholder proposal concerning executive compensation -- 
           17,496,151 votes for; 77,302,041 votes against; 3,645,695 
           abstentions; 44,245,386 broker non-votes.

      4.   A stockholder proposal concerning Company matching contributions --
           21,629,665 votes for; 72,637,257 votes against; 4,176,965 
           abstentions; 44,245,386 broker non-votes.



Item 6.   Exhibits and Reports on Form 8-K

(a)   Exhibits

      See Exhibit Index.

(b)   Reports on Form 8-K

      During the quarter ended June 30, 1995, the Company filed one Current 
      Report on Form 8-K dated June 27, 1995 to report under Item 5 of that
      Form.

<PAGE>
                                     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:  August 14, 1995                By: /s/ Deborah C. Hopkins
                                          ----------------------
                                          Deborah C. Hopkins
                                          Vice President and
                                           Controller
                                          (Chief Accounting Officer)

<PAGE>
                                     Page 13


                                  EXHIBIT INDEX


Exhibit
Number                            Description
-------                           -----------

 3        Bylaws of Unisys Corporation as amended through May 25, 1995

10.1      Form of Executive Employment Agreement

10.2      Amendment dated May 25, 1995 to the 1990 Unisys Long-Term 
          Incentive Plan

10.3      Amendment dated May 25, 1995 to the Unisys Elected Officer 
          Pension Plan

10.4      Amendment dated as of July 28, 1995 to Employment Agreement dated
          August 10, 1994 between Unisys Corporation and James A. Unruh

11.1      Statement of Computation of Earnings Per Share for the six
          months ended June 30, 1995 and 1994.

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

12        Statement of Computation of Ratio of Earnings to Fixed Charges

27        Financial Data Schedule




                              UNISYS CORPORATION


                                    BYLAWS


                                   ARTICLE I


                                 Stockholders


      SECTION 1.  Annual Meeting of Stockholders.

      The Board of Directors may fix the date, time and place of the
annual meeting of stockholders, but if no such date and time is
fixed and designated by the Board of Directors, the annual meeting
of stockholders shall be held on the last Thursday in April in each
year. At the annual meeting, the stockholders then entitled to vote
shall elect directors and shall transact such other business as may
properly be brought before the meeting.  

      SECTION 2.  Special Meetings of Stockholders.  

      Subject to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or
upon liquidation, special meetings of the stockholders for any
purpose may be called only by a majority of the entire Board of
Directors.  

      SECTION 3.  Stockholder Action.

      Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called
annual or special meeting of stockholders of the Corporation and
may not be effected by any consent in writing by such stockholders.

      SECTION 4.  Place of Meeting.  

      All meetings of the stockholders of the Corporation shall be
held at such
 place as shall be designated by the Board of Directors
in the notice of such meeting.

      SECTION 5.  Notice of Business to be Transacted.

      (a)  Annual Meetings.  

            (1)  Nominations of persons for election to the Board of
      Directors of the Corporation shall be made pursuant to
      Article II, Section 5 of these bylaws.  The proposal of
      business other than director nominations to be transacted by
      the stockholders may be made at an annual meeting of
      stockholders (a) pursuant to the Corporation's notice with
      respect to such meeting, (b) by or at the direction of the
      Board of Directors, or (c) by any stockholder of the
      Corporation who was a stockholder of record at the time of
      giving of the notice provided for in these bylaws, who is
      entitled to vote at the meeting and who has complied with the
      notice procedures set forth in this section.

            (2)  For business other than director nominations to be
      properly brought before an annual meeting by a stockholder
      pursuant to clause (c) of paragraph (1) of this section, the
      stockholder must have given timely notice thereof in writing
      to the Secretary of the Corporation and such business must be
      a proper matter for stockholder action under the Delaware
      General Corporation Law (the "GCL").  To be timely, a
      stockholder's notice shall be delivered to the Secretary at
      the principal executive offices of the Corporation not less
      than 90 days prior to the first anniversary of the preceding
      year's annual meeting of stockholders; provided, however, that
      in the event that the date of the annual meeting is more than
      30 days prior to or more than 60 days after such anniversary
      date, notice by the stockholder to be timely must be so
      delivered not earlier than the 90th day prior to such annual
      meeting or later than the 7th day following the day on which
      notice of the date of such meeting is first given.  Such
      stockholder's notice shall set forth (a) as to any business
      that the stockholder proposes to bring before the meeting, a
      brief description of such business, the reasons for conducting
      such business at the meeting and any material interest in such
      business of such stockholder and the beneficial owner, if any,
      on whose behalf the proposal is made; and (b) as to the
      stockholder giving the notice and the beneficial owner, if
      any, on whose behalf the proposal is made (i) the name and
      address of such stockholder, as they appear on the
      Corporation's books, and of such beneficial owner and (ii) the
      class and number of shares of the capital stock of the
      Corporation which are owned beneficially and of record by such
      stockholder and such beneficial owner.

            (3)  Only such business shall be conducted at an annual
      meeting of stockholders as shall have been brought before the
      meeting in accordance with the procedures set forth in this
      section and, with respect to the election of directors,
      Article II, Section 5.  The chairman of the meeting shall
      determine whether any business proposed to be transacted by
      the stockholders has been properly brought before the meeting
      and, if any proposed business has not been properly brought 
      before the meeting, the chairman shall declare that such
      proposed business shall not be presented for stockholder
      action at the meeting.

      (b)  Special Meetings.  Nominations of persons for election to
the Board of Directors may be made by stockholders at special
meetings of stockholders at which directors are to be selected
pursuant to the stockholders' notice requirements of Article II,
Section 5 of these bylaws.  Stockholders shall not propose business
at any special meetings of stockholders.

      (c)  Proxy Rules.  Nothing in this Section 5 shall be deemed
to affect any rights of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule
14a-8 under the Securities Exchange Act of 1934.

      SECTION 6.  Quorum, Manner of Acting and Adjournment and
Postponement.  

      (a)  Quorum, Adjournment and Postponement.  The holders of a
majority of the shares entitled to vote, present in person or
represented by proxy, shall constitute a quorum at all meetings of
the stockholders except as otherwise provided by the GCL, by the
certificate of incorporation or by these bylaws.  Whether or not a
quorum is present or represented at any meeting of the
stockholders, the chairman of the meeting shall have the power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting.  At any such adjourned meeting at
which a quorum is present or represented, the Corporation may
transact any business which might have been transacted at the
original meeting.  If the adjournment is for more than 30 days, or
if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at the meeting.  The
stockholders present in person or by proxy at a meeting at which a
quorum is present may continue to do business until adjournment,
notwithstanding withdrawal of enough stockholders to leave less
than a quorum.  Any meeting of stockholders, whether special or
annual, may be postponed by resolution of the Board of Directors
upon public notice given prior to the date of such meeting.

      (b)  Manner of Acting.  Directors shall be elected by a
plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the
election of directors.  In all matters other than the election of
directors, the affirmative vote of the majority of shares present
in person or represented by proxy at the meeting and entitled to
vote thereon shall be the act of the stockholders, unless the
question is one upon which, by express provision of the applicable
statute, the certificate of incorporation or these bylaws, a
different vote is required in which case such express provision
shall govern and control the decision of the question. 

      SECTION 7.  Organization and Conduct of Business.

      At every meeting of the stockholders, the Chairman of the
Board, if there be one, or in the case of a vacancy in the office
or absence of the Chairman of the Board, one of the following
persons present in the order stated:  the Vice Chairman, if one has
been appointed, the President, the Vice Presidents in their order
of rank or seniority, a chairman designated by the Board of
Directors or a chairman chosen by the stockholders entitled to cast
a majority of the votes which all stockholders present in person or
by proxy are entitled to cast, shall act as chairman, and the
Secretary, or, in the absence of the Secretary, an Assistant
Secretary, or in the absence of the Secretary and the Assistant
Secretaries, a person appointed by the chairman, shall act as
secretary.  The chairman of any meeting of stockholders shall
determine the order of business and the procedure at the meeting,
including such regulation of the manner of voting and the conduct
of discussion as may seem to him in order.

      SECTION 8.  Voting.  

      (a)  General Rule.  Unless otherwise provided in the
certificate of incorporation, each stockholder shall be entitled to
one vote, in person or by proxy, for each share of capital stock
having voting power held by such stockholder.  

      (b)  Voting and Other Action by Proxy.  At any meeting of the
stockholders, every stockholder entitled to vote may vote in person
or by proxy authorized by an instrument in writing or by a
transmission permitted by law filed in accordance with the
procedure established for the meeting.  Any copy, facsimile
telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this paragraph may be substituted
or used in lieu of the original writing or transmission for any and
all purposes for which the original writing or transmission could
be used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire
original writing or transmission.

            All voting, except where otherwise required by law, these
bylaws or the certificate of incorporation, may be by a voice vote. 
Any vote not taken by voice shall be taken by ballots, each of
which shall state the name of the stockholder or proxy voting and
such other information as may be required under the procedure
established for the meeting.

      SECTION 9.  Voting Lists.  

      The Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting.  The list shall be
arranged in alphabetical order, showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to
the meeting either at a place within the city where the meeting is
to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is
to be held.  The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.  This list shall
presumptively determine the identity of the stockholders entitled
to vote at the meeting and the number of shares held by each of
them.

      SECTION 10.  Inspectors of Election.

      (a)  Appointment.  All elections of directors shall be by
written ballot.  In advance of any meeting of stockholders the
Board of Directors shall appoint one or more inspectors to act at
the meeting.  No person who is a candidate for office shall act as
an inspector.  In case any person appointed as an inspector fails
to appear or fails or refuses to act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the
convening of the meeting, or at the meeting by the chairman of the
meeting.  

      (b)  Duties.  Inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum and the authenticity,
validity and effect of proxies and ballots, shall receive votes or
ballots, shall hear and determine all challenges and questions in
any way arising in connection with the right to vote, shall count
and tabulate all votes and ballots, shall determine and certify the
result, and shall do such acts as may be proper to conduct the
election or vote with fairness to all stockholders.  If there be
more than one inspector of election, the decision, act or
certificate of a majority shall be effective in all respects as the
decision, act or certificate of all.
      (c)  Report.  On request of the chairman of the meeting or of
any stockholder or his proxy, the inspectors shall make a report in
writing of any challenge or question or matter determined by them,
and execute a certificate of any fact found by them.

      (d)   Opening and Closing of Polls.  The date and time of the
opening and closing of the polls for each matter to be voted upon
at the meeting shall be determined by the chairman of the meeting
and announced at the meeting.  No ballot, proxies or votes, nor any
revocations thereof or changes thereto, shall be accepted by the
inspectors after the closing of the polls unless the Court of
Chancery in Delaware upon application by a stockholder shall
determine otherwise.  



                                  ARTICLE II

                                   Directors

      SECTION 1.  Number.

      The business and affairs of the Corporation shall be managed
under the direction of the Board of Directors which, subject to any
right of the holders of any series of Preferred Stock then
outstanding to elect additional directors under specified
circumstances, shall consist of not less than 10 nor more than 20
persons.  The exact number of directors within the minimum and
maximum limitations specified in the preceding sentence shall be
fixed from time to time by the Board of Directors pursuant to a
resolution adopted by a majority of the entire Board of Directors.

      SECTION 2.  Terms.

      The directors, other than those who may be elected by the
holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, shall be
divided into three classes, as nearly equal in number as possible,
with the term of office of the first class to expire at the 1985
Annual Meeting of Stockholders, the term of office of the second
class to expire at the 1986 Annual Meeting of Stockholders and the
term of office of the third class to expire at the 1987 Annual
Meeting of Stockholders.  At each Annual Meeting of Stockholders
following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be
elected for a term of office to expire at the third succeeding
Annual Meeting of Stockholders after their election.

      SECTION 3.  Newly Created Directorships and Vacancies.

      Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, 
resignation, retirement, disqualification, removal from office or
other cause shall be filled by a majority vote of the directors
then in office, and directors so chosen shall hold office for a
term expiring at the Annual Meeting of Stockholders at which the
term of the class to which they have been elected expires.  No
decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

      SECTION 4.  Removal.

      Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any director, or the entire Board
of Directors, may be removed from office at any time, but only for
cause and only by the affirmative vote of the holders of at least
80% of the voting power of all of the shares of the Corporation
entitled to vote generally in the election of directors, voting
together as a single class.

      SECTION 5.  Nomination of Director Candidates.

      (a)  Nominations of candidates for election as directors of
the Corporation at any meeting of stockholders called for election
of directors (an "Election Meeting") may be made by the Board of
Directors or by any stockholder entitled to vote at such Election
Meeting.

      (b)  Nominations made by the Board of Directors shall be made
at a meeting of the Board of Directors, or by written consent of
directors in lieu of a meeting, not less than 30 days prior to the
date of the Election Meeting, and such nomination shall be
reflected in the minute books of the Corporation as of the date
made.  At the request of the Secretary of the Corporation each
proposed nominee shall provide the Corporation with such
information concerning himself as is required, under the rules of
the Securities and Exchange Commission, to be included in the
Corporation's proxy statement soliciting proxies for his election
as a director.

      (c)  Not less than 90 days prior to the date of the Election
Meeting in the case of an annual meeting, and not more than 7 days
following the date of notice of the meeting in the case of a
special meeting, any stockholder who intends to make a nomination
at the Election Meeting shall deliver a notice to the Secretary of
the Corporation setting forth (i) the name, age, business address
and residence address of each nominee proposed in such notice, (ii)
the principal occupation or employment of each such nominee, (iii)
the number of shares of capital stock of the Corporation which are
beneficially owned by each such nominee, (iv) a statement that the
nominee is willing to be nominated and (v) such other information
concerning each such nominee as would be required, under the rules
of the Securities and Exchange Commission, in a proxy statement
soliciting proxies for the election of such nominees.

      (d)  In the event that a person is validly designated as a
nominee in accordance with paragraph (b) or paragraph (c) hereof
and shall thereafter become unable or unwilling to stand for
election to the Board of Directors, the Board of Directors or the
stockholder who proposed such nominee, as the case may be, may
designate a substitute nominee.

      (e)  If the Chairman of the Election Meeting determines that
a nomination was not made in accordance with the foregoing
procedures, such nominations shall be void.

      No person shall be elected a director of the Corporation after
having attained the age of seventy years.
      SECTION 6.  Organization.  

      At every meeting of the Board of Directors, the Chairman of
the Board or, in the case of a vacancy in the office or absence of
the Chairman of the Board, a chairman chosen by a majority of the
directors present, shall preside, and the Secretary, or, in the
absence of the Secretary, an Assistant Secretary, or in the absence
of the Secretary and the Assistant Secretaries, any person
appointed by the chairman of the meeting, shall act as secretary. 

      SECTION 7.  Regular Meetings.  

      Regular meetings of the Board of Directors shall be held at
such place or places, on such date or dates, and at such time or
times as shall have been established by the Board of Directors and
publicized among all directors.  A notice of each regular meeting
shall not be required.

      SECTION 8.  Special Meetings.  

      Special meetings of the Board of Directors shall be held
whenever called by the Chairman of the Board or by three or more of
the directors and shall be held at such place, on such date and at
such time as they or he shall fix.

      SECTION 9.  Quorum, Manner of Acting and Adjournment.  

      (a)  General Rule.  One-half of the total number of directors
shall constitute a quorum for the transaction of business at all
meetings of the Board of Directors.  The vote of a majority of the
directors present at any meeting at which a quorum is present shall
be the act of the Board of Directors, except (1) as may be
otherwise specifically provided by the GCL or by the certificate of
incorporation; and (2) for any amendment to these bylaws, which
shall require the vote of not less than a majority of the directors
then in office.  If a quorum is not present at any meeting of the
Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without further waiver or notice other
than announcement at the meeting, until a quorum is present. 

      (b)  Unanimous Written Consent.  Unless otherwise restricted
by the certificate of incorporation, any action required or
permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting, if all members of the Board consent
thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors.

      (c)  Conference Telephone Meetings.  One or more directors of
the Board of Directors may participate in a meeting by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other. Participation in this manner constitutes presence in person
at the meeting.

      SECTION 10.  Committees of the Board of Directors.  

      (a)  Establishment and Powers.  The Board of Directors may, by
resolution adopted by a majority of the whole Board, establish one
or more committees, each committee to consist of one or more
directors.  The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the
absence or disqualification of a member of a committee and the
alternate or alternates, if any, designated for such member, the
member or members of the committee present at any meeting and not
disqualified from voting, whether or not they constitute a quorum,
may unanimously appoint another director to act at the meeting in
the place of any such absent or disqualified member.  Subject to
the provisions of the GCL, committees established by the Board of
Directors shall have such power and authority as provided by
resolution of the board.  Each committee so formed shall have such
name as may be determined from time to time by resolution adopted
by the Board of Directors and shall keep regular minutes of its
meetings and report the same to the Board of Directors when
required.

      (b)  Committee Procedures and Conduct of Business.  Each
committee of the Board of Directors may determine the procedural
rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or
required by law.  Adequate provision shall be made for notice to
members of all meetings of committees. A majority of the members of
any committee shall constitute a quorum unless the committee shall
consist of one (1) or two (2) members, in which event one (1)
member and two (2) members, respectively, shall constitute a
quorum; and all matters shall be determined by a majority vote of
the members present.  Action may be taken by any committee without
a meeting if all members thereof consent thereto in writing, and
the writing or writings are filed with the minutes of the
proceedings of such committee.

      SECTION 11.  Compensation of Directors.  

      Unless otherwise restricted by the certificate of
incorporation, the Board of Directors shall have the authority to
fix the fees and other compensation of directors. 



                                  ARTICLE III

                          Notice - Waivers - Meetings


      SECTION 1.  Notice, What Constitutes.  

      Whenever, under the provisions of the GCL or of the
certificate of incorporation or of these bylaws, notice is required
to be given to any director or stockholder, such notice may be
given in writing, by mail or by telegram (with messenger service
specified), telex or TWX (with answerback received) or courier
service, charges prepaid, or by facsimile transmission to the
address (or to the telex, TWX, facsimile or telephone number) of
the person appearing on the books of the Corporation, or in the
case of directors, supplied to the Corporation for the purpose of
notice.  If the notice is sent by mail, telegraph or courier
service, it shall be deemed to be given when deposited in the
United States mail or with a telegraph office or courier service
for delivery to that person or, in the case of telex or TWX, when
dispatched, or in the case of facsimile transmission, when
electronically received.

      SECTION 2.  Notice of Meetings of Board of Directors. 

      Notice of a regular meeting of the Board of Directors need not
be given.  Notice of every special meeting of the Board of
Directors shall be given to each director by telephone or in
writing at least 24 hours (in the case of notice by telephone,
telex, TWX or facsimile transmission) or 48 hours (in the case of
notice by telegraph, courier service or express mail) or five days
(in the case of notice by first class mail) before the time at
which the meeting is to be held.  Every such notice shall state the
time and place of the meeting.  Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special
meeting.

      SECTION 3.  Notice of Meetings of Stockholders.  

      Written notice of the place, date and hour of every meeting of
the stockholders, whether annual or special, shall be given to each
stockholder of record entitled to vote at the meeting not less than
ten nor more than 60 days before the date of the meeting and shall
state the purpose or purposes thereof.  If the notice is sent by
mail, it shall be deemed to have been given when deposited in the
United States mail, postage prepaid, directed to the stockholder at
the address of the stockholder as it appears on the records of the
Corporation.

      SECTION 4.  Waivers of Notice.

      (a)  Written Waiver.  Whenever notice is required to be given
under any provisions of the GCL or the certificate of incorporation
or these bylaws, a written waiver, signed by the person or persons
entitled to the notice, whether before or after the time stated
therein, shall be deemed equivalent to notice.  Neither the
business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of
notice of such meeting.

      (b)  Waiver by Attendance.  Attendance of a person at a
meeting, either in person or by proxy, shall constitute a waiver of
notice of such meeting, except where a person attends a meeting for
the express purpose of objecting at the beginning of the meeting to
the transaction of any business because the meeting was not
lawfully called or convened. 



                                  ARTICLE IV

                                   Officers


      SECTION 1.  Number, Qualifications and Designation.  

      The officers of the Corporation shall be chosen by the Board
of Directors and shall be a Chairman of the Board of Directors, a
President, one or more Vice Presidents, a Secretary, a Treasurer,
a Controller and such other officers as may be elected in
accordance with the provisions of Section 3 of this Article IV. 
Any number of offices may be held by the same person.  The Board of
Directors shall elect the Chairman of the Board from among the
members of the board.

      SECTION 2.  Election and Term of Office.  

      The officers of the Corporation, except those appointed by
delegated authority pursuant to Section 3 of this Article IV, shall
be elected annually by the Board of Directors, and each such
officer shall hold office for a term of one year and until a
successor is elected and qualified, or until his or her earlier
resignation or removal.  Any officer may resign at any time upon
written notice to the Corporation.  Any officer may be removed from
office at any time by the affirmative vote of a majority of the
directors then in office.

      SECTION 3.  Other Officers, Committees and Agents.

      The Board of Directors may from time to time elect such other
officers, and appoint such committees, employees or other agents as
it deems necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as are provided
in these bylaws, or as the Board of Directors may from time to time
determine.  The Board of Directors may delegate to any officer or
committee the power to appoint subordinate officers and to retain
or appoint employees or other agents, or committees thereof, and to
prescribe the authority and duties of such subordinate officers,
committees, employees or other agents.

      SECTION 4.  The Chairman and Vice Chairman of the Board.

      The Chairman of the Board shall be the chief executive officer
of the Corporation and, in that capacity, shall have general
responsibility for the management and control of the business of
the Corporation and shall perform all duties and have all powers
that are commonly incident to the office of chief executive
officer.  He or she shall preside at all meetings of the
stockholders and of the Board of Directors and shall perform such
other duties as may from time to time be assigned to him or her by
the Board of Directors.  The Vice Chairman of the Board, if there
be one, shall perform such duties as may be delegated to him or her
by the Board of Directors or by the chief executive officer.

      SECTION 5.  The President.  

      The President shall perform such duties as from time to time
may be assigned by the Board of Directors or by the chief executive
officer.

      SECTION 6.  The Vice Presidents.  

      The Vice Presidents shall perform such duties as may from time
to time be assigned to each and any of them by the Board of
Directors or by the chief executive officer.   A Vice President or
Vice Presidents may have such additional designations as the Board
may approve.

      SECTION 7.  The Secretary.  

      The Secretary, or an Assistant Secretary, shall attend all
meetings of the stockholders, the Board of Directors and committees
thereof and shall record the proceedings of the stockholders and of
the directors and of committees of the Board in a book or books to
be kept for that purpose; shall see that notices are given and
records and reports properly kept and filed by the Corporation as
required by law; shall be the custodian of the seal of the
Corporation and see that it is affixed to all documents to be
executed on behalf of the Corporation under its seal; and, in
general, shall perform all duties incident to the office of
Secretary, and such other duties as may from time to time be
assigned by the Board of Directors or by the chief executive
officer.

      SECTION 8.  The Treasurer.  

      The Treasurer, or an Assistant Treasurer, shall have or
provide for the custody of the funds or other property of the
Corporation; shall collect and receive or provide for the
collection and receipt of moneys earned by or in any manner due to
or received by the Corporation; shall deposit all funds in his or
her custody as Treasurer in such banks or other places of deposit
as the Board of Directors may from time to time designate; whenever
so required by the Board of Directors, shall render an account
showing his or her transactions as Treasurer and the financial
condition of the Corporation; and, in general, shall discharge such
other duties as may from time to time be assigned by the Board of
Directors or by the chief executive officer.

      SECTION 9.  The Controller.  

      The Controller shall provide and maintain financial and
accounting controls over the business and affairs of the
Corporation.  He or she shall maintain adequate records of the
assets, liabilities and financial transactions of the Corporation,
and shall direct the preparation of financial statements, reports
and analyses.  He or she shall perform all acts incident to the
position of Controller subject to the control of the Board of
Directors and the chief executive officer.

      SECTION 10.  General Counsel.

      The Corporation may have a General Counsel who shall be
appointed by resolution of the Board of Directors and who shall
have general supervision of all matters of a legal nature
concerning the Corporation.

      SECTION 11.  Officers' Bonds.  

      No officer of the Corporation need provide a bond to guarantee
the faithful discharge of the officer's duties unless the Board of
Directors shall by resolution so require a bond in which event such
officer shall give the Corporation a bond (which shall be renewed
if and as required) in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful
performance of the duties of office.

      SECTION 12.  Compensation.  

      The compensation of the officers of the Corporation elected by
the Board of Directors shall be fixed from time to time by the
Board of Directors or a committee thereof designated for such
purpose.



                                   ARTICLE V

                     Certificates of Stock, Transfer, Etc.


      SECTION 1.  Form and Issuance.  

      (a)  Issuance and Form.  The shares of the capital stock of
the Corporation shall be represented by certificates in such form
as shall be approved by the Board of Directors.  The certificates
shall be signed by the Chairman or the President or any Vice
President and by the Treasurer or the Secretary.  

      (b)  Records and Regulations.  The stock record books shall be
kept by the Secretary or by any registrar, stock transfer agent or
other agency designated by the Board of Directors for that purpose. 
The stock certificates of the Corporation shall be registered in 
the stock ledger and transfer books of the Corporation as they are
issued.  Except as may otherwise be required by the Corporation's
certificate of incorporation or the GCL, the Board of Directors may
make such other rules and regulations concerning the issue,
transfer and registration of certificates of shares of the capital
stock of the Corporation as it deems necessary or appropriate from
time to time.

      (c)  Signatures.  Any of or all the signatures upon the stock
certificates of the Corporation may be a facsimile.  In case any
officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any share certificate
shall have ceased to be such officer, transfer agent or registrar,
before the certificate is issued, it may be issued with the same
effect as if the signatory were such officer, transfer agent or
registrar at the date of its issue.

      SECTION 2.  Transfer of Stock.

      Transfers of stock shall be made only upon the transfer books
of the Corporation kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the
Corporation.  Except where a certificate is issued in accordance
with Section 3 of this Article, an outstanding certificate for the
number of shares involved shall be surrendered for cancellation,
properly endorsed, before a new certificate is issued therefor.

      SECTION 3.  Lost, Stolen, Destroyed or Mutilated Certificates. 


      The Corporation may direct a new certificate of stock to be
issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the
Corporation may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or the legal representative
of the owner, to give the Corporation a bond sufficient to
indemnify the Corporation against any claim that may be made
against the Corporation on account of the alleged loss, theft or
destruction of such certificate or the issuance of such new
certificate.

      SECTION 4.  Record Holder of Shares.  

      The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the GCL.

      SECTION 5.  Determination of Stockholders of Record.

      (a)  Meetings of Stockholders.  In order that the Corporation
may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the Board
of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall
not be more than 60 nor less than ten days before the date of such
meeting.  If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.  A
determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of
the meeting unless the Board of Directors fixes a new record date
for the adjourned meeting.

      (b)  Dividends.  In order that the Corporation may determine
the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights of the stockholders
entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution 
fixing the record date is adopted, and which record date shall be
not more than 60 days prior to such action.  If no record date is
fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.


                                  ARTICLE VI

                              General Provisions


      SECTION 1.  Dividends.  

      Subject to the restrictions contained in the GCL and any
restrictions contained in the certificate of incorporation, the
Board of Directors may declare and pay dividends upon the shares of
capital stock of the Corporation.

      SECTION 2.  Contracts.  

      Except as otherwise provided in these bylaws, the Board of
Directors or the chief executive officer, to the extent authorized
by the Board, may authorize any officer or officers, or any agent
or agents, to enter into any contract or to execute or deliver any
instrument on behalf of the Corporation and such authority may be
general or confined to specific instances.  

      SECTION 3.  Corporate Seal.  

      The Corporation shall have a corporate seal, which shall have
inscribed thereon the name of the Corporation and the words
"Corporate Seal, Delaware".  The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or in any other
manner reproduced.  If and when so directed by the Board or a
committee thereof, duplicates of the seal may be kept and used by
the Secretary or Treasurer or by an Assistant Secretary or
Assistant Treasurer.

      SECTION 4.  Amendment of Bylaws.  

      Subject to the provisions of the certificate of incorporation,
these bylaws may be altered, amended or repealed or new bylaws may
be adopted either (1) by vote of the stockholders at a duly held
annual or special meeting of stockholders, or (2) by vote of a
majority of the Board of Directors at any regular or special
meeting of directors.  

      SECTION 5.  Action with Respect to Securities of Other
Corporations.

      The Chairman of the Board, the Vice Chairman of the Board, the
President, any Vice President, the Treasurer or Secretary, or such
other person appointed by such officer or the Board of Directors,
shall have the power to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of stockholders
of or with respect to any action of stockholders of any other
corporation in which the Corporation may hold securities and
otherwise to exercise any and all rights and powers which the
Corporation may possess by reason of its ownership of securities in
such other corporation.  The Corporation shall not directly or
indirectly vote any shares issued by it.


      SECTION 6.  Fiscal Year.  

      The fiscal year of the Corporation shall end on the thirty-
first of December in each year.

      SECTION 7.  Time Periods.

      In applying any provision of these bylaws that requires that
an act be done or not be done a specified number of days prior to
an event or that an act be done during a period of a specified
number of days prior to an event, calendar days shall be used, the
day of the doing of the act shall be excluded, and the day of the
event shall be included.

      SECTION 8.  Confidentiality Policies.

      The provisions of these Bylaws shall be subject to any
policies with respect to inspectors of election and confidential
proxy voting which may be adopted by the Board of Directors from
time to time and which are not inconsistent with applicable law.


                         EMPLOYMENT AGREEMENT



         AGREEMENT by and between Unisys Corporation, a Delaware 
corporation (the "Company") and [NAME] (the "Executive"), dated
as of the [DATE].

         The Board of Directors of the Company (the "Board"), has
determined that it is in the best interests of the Company and
its stockholders to assure that the Company will have the
continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.  The Board believes it is
imperative to diminish the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to
encourage the Executive's full attention and dedication to the
Company currently and in the event of any threatened or pending
Change of Control, and to provide the Executive with compensation
and benefits arrangements upon a Change of Control which ensure
that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other
corporations.  Therefore, in order to accomplish these
objectives, the Board has caused the Company to enter into this
Agreement.

         NOW, THEREFORE, IT
 IS HEREBY AGREED AS FOLLOWS:

         1.  Certain Definitions.  (a)  The "Effective Date"
shall mean the first date during the Change of Control Period (as
defined in Section 1(b)) on which a Change of Control (as defined
in Section 2) occurs.  Anything in this Agreement to the contrary
notwithstanding, if a Change of Control occurs and if the
Executive's employment with the Company is terminated prior to
the date on which the Change of Control occurs, and if it is
reasonably demonstrated by the Executive that such termination of
employment (i) was at the request of a third party who has taken
steps reasonably calculated to effect a Change of Control or (ii)
otherwise arose in connection with or anticipation of a Change of
Control, then for all purposes of this Agreement the "Effective
Date" shall mean the date immediately prior to the date of such
termination of employment.

         (b)  The "Change of Control Period" shall mean the
period commencing on the date hereof and ending on the third
anniversary of the date hereof; provided, however, that
commencing on the date one year after the date hereof, and on
each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the
"Renewal Date"), unless previously terminated, the Change of
Control Period shall be automatically extended so as to terminate
three years from such Renewal Date, unless at least 60 days prior
to the Renewal Date the Company shall give notice to the
Executive that the Change of Control Period shall not be so
extended.

         2.  Change of Control.   For the purpose of this
Agreement, a "Change of Control" shall mean:

         (a)   The acquisition by any individual, entity or group 
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
(a "Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: 
(i) any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (iv) any 
acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection (c) of
this Section 2; or

         (b)   Individuals who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result 
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or

         (c)   Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the 
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (ii)
no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination
or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (iii) at
least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for
such Business Combination; or

         (d)   Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.

         3.  Employment Period.  The Company hereby agrees to
continue the Executive in its employ, and the Executive hereby
agrees to remain in the employ of the Company subject to the
terms and conditions of this Agreement, for the period commencing
on the Effective Date and ending on the third anniversary of such
date (the "Employment Period").

         4.  Terms of Employment.  (a)  Position and Duties. 
(i) During the Employment Period, (A) the Executive's position
(including status, offices, titles and reporting requirements),
authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant
of those held, exercised and assigned at any time during the
120-day period immediately preceding the Effective Date and
(B) the Executive's services shall be performed at the location
where the Executive was employed immediately preceding the
Effective Date or any office or location less than 35 miles from
such location.

               (ii)  During the Employment Period, and excluding
any periods of vacation and sick leave to which the Executive is
entitled, the Executive agrees to devote reasonable attention and
time during normal business hours to the business and affairs of
the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the
Executive's reasonable best efforts to perform faithfully and
efficiently such responsibilities.  During the Employment Period
it shall not be a violation of this Agreement for the Executive
to (A) serve on corporate, civic or charitable boards or
committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal
investments, so long as such activities do not significantly
interfere with the performance of the Executive's
responsibilities as an employee of the Company in accordance with
this Agreement.  It is expressly understood and agreed that to
the extent that any such activities have been conducted by the
Executive prior to the Effective Date, the continued conduct of
such activities (or the conduct of activities similar in nature
and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the
Executive's responsibilities to the Company.

         (b)  Compensation.  (i)  Base Salary.  During the
Employment Period, the Executive shall receive an annual base
salary ("Annual Base Salary"), which shall be paid at a monthly
rate, at least equal to twelve times the highest monthly base
salary paid or payable, including any base salary which has been
earned but deferred, to the Executive by the Company and its
affiliated companies in respect of the twelve-month period
immediately preceding the month in which the Effective Date
occurs.  During the Employment Period, the Annual Base Salary
shall be reviewed no more than 12 months after the last salary
increase awarded to the Executive prior to the Effective Date and
thereafter at least annually.  Any increase in Annual Base Salary
shall not serve to limit or reduce any other obligation to the
Executive under this Agreement.  Annual Base Salary shall not be 
reduced after any such increase and the term Annual Base Salary
as utilized in this Agreement shall refer to Annual Base Salary
as so increased.  As used in this Agreement, the term "affiliated
companies" shall include any company controlled by, controlling
or under common control with the Company.

               (ii)  Annual Bonus.  In addition to Annual Base
Salary, the Executive shall be awarded, for each fiscal year
ending during the Employment Period, an annual bonus (the "Annual
Bonus") in cash at least equal to the Executive's highest bonus
under the Company's Executive Variable Compensation Plan, or any
comparable bonus or retention amount under any predecessor or
successor plan or retention agreement, for the last three full
fiscal years prior to the Effective Date (annualized in the event
that the Executive was not employed by the Company for the whole
of such fiscal year) (the "Recent Annual Bonus").  Each such
Annual Bonus shall be paid no later than the end of the third
month of the fiscal year next following the fiscal year for which
the Annual Bonus is awarded, unless the Executive shall elect to
defer the receipt of such Annual Bonus.

               (iii)  Incentive, Savings and Retirement Plans. 
During the Employment Period, the Executive shall be entitled to
participate in all incentive, savings and retirement plans,
practices, policies and programs applicable generally to other
peer executives of the Company and its affiliated companies, but
in no event shall such plans, practices, policies and programs
provide the Executive with incentive opportunities (measured with
respect to both regular and special incentive opportunities, to
the extent, if any, that such distinction is applicable), savings
opportunities and retirement benefit opportunities, in each case,
less favorable, in the aggregate, than the most favorable of
those provided by the Company and its affiliated companies for
the Executive under such plans, practices, policies and programs
as in effect at any time during the 120-day period immediately
preceding the Effective Date or if more favorable to the
Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and its
affiliated companies.

               (iv)  Welfare Benefit Plans.  During the Employment
Period, the Executive and/or the Executive's family, as the case
may be, shall be eligible for participation in and shall receive
all benefits under welfare benefit plans, practices, policies and
programs provided by the Company and its affiliated companies
(including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and
travel accident insurance plans and programs) to the extent
applicable generally to other peer executives of the Company and
its affiliated companies, but in no event shall such plans,
practices, policies and programs provide the Executive with
benefits which are less favorable, in the aggregate, than the
most favorable of such plans, practices, policies and programs in
effect for the Executive at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to
the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and its
affiliated companies.

               (v)  Expenses.  During the Employment Period, the
Executive shall be entitled to receive prompt reimbursement for
all reasonable expenses incurred by the Executive in accordance
with the most favorable policies, practices and procedures of the
Company and its affiliated companies in effect for the Executive
at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.

               (vi)  Fringe Benefits.  During the Employment
Period, the Executive shall be entitled to fringe benefits,
including, without limitation, tax and financial planning
services, payment of club dues, and, if applicable, use of an
automobile and payment of related expenses, in accordance with
the most favorable plans, practices, programs and policies of the
Company and its affiliated companies in effect for the Executive
at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.

               (vii)  Office and Support Staff.  During the
Employment Period, the Executive shall be entitled to an office
or offices of a size and with furnishings and other appointments,
and to exclusive personal secretarial and other assistance, at
least equal to the most favorable of the foregoing provided to
the Executive by the Company and its affiliated companies at any
time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as
provided generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.

               (viii)  Vacation.  During the Employment Period,
the Executive shall be entitled to paid vacation in accordance
with the most favorable plans, policies, programs and practices
of the Company and its affiliated companies as in effect for the
Executive at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with
respect to other peer executives of the Company and its
affiliated companies.

         5.  Termination of Employment.  (a)  Death or Dis-
ability.  The Executive's employment shall terminate
automatically upon the Executive's death during the Employment
Period.  If the Company determines in good faith that the
Disability of the Executive has occurred during the Employment
Period (pursuant to the definition of Disability set forth
below), it may give to the Executive written notice in accordance
with Section 12(b) of this Agreement of its intention to
terminate the Executive's employment.  In such event,  the
Executive's employment with the Company shall terminate effective
on the 30th day after receipt of such notice by the Executive
(the "Disability Effective Date"), provided that, within the 30
days after such receipt, the Executive shall not have returned to
full-time performance of the Executive's duties.  For purposes of
this Agreement, "Disability" shall mean the absence of the
Executive from the Executive's duties with the Company on a
full-time basis for 180 consecutive business days as a result of
incapacity due to mental or physical illness which is determined
to be total and permanent by a physician selected by the Company
or its insurers and acceptable to the Executive or the
Executive's legal representative.

         (b)  Cause.  The Company may terminate the Executive's
employment during the Employment Period for Cause.  For purposes
of this Agreement, "Cause" shall mean:

                (i)  the willful and continued failure of the Ex-
    ecutive to perform substantially the Executive's duties with
    the Company or one of its affiliates (other than any such
    failure resulting from incapacity due to physical or mental
    illness), after a written demand for substantial performance
    is delivered to the Executive by the Board or the Chief
    Executive Officer of the Company which specifically
    identifies the manner in which the Board or Chief Executive
    Officer believes that the Executive has not substantially
    performed the Executive's duties, or

               (ii)  the willful engaging by the Executive in il-
    legal conduct or gross misconduct which is materially and
    demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the
part of the Executive, shall be considered "willful" unless it is
done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive's action or omission
was in the best interests of the Company.  Any act, or failure to
act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief
Executive Officer or a senior officer of the Company or based
upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company.  The
cessation of employment of the Executive shall not be deemed to
be for Cause unless and until there shall have been delivered to
the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held
for such purpose (after reasonable notice is provided to the
Executive and the Executive is given an opportunity, together
with  counsel, to be heard before the Board), finding that, in
the good faith opinion of the Board, the Executive is guilty of
the conduct described in subparagraph (i) or (ii) above, and
specifying the particulars thereof in detail.

         (c)  Good Reason.  The Executive's employment may be
terminated by the Executive for Good Reason.  For purposes of
this Agreement, "Good Reason" shall mean:

         (i)     the assignment to the Executive of any duties
    inconsistent in any respect with the Executive's position
    (including status, offices, titles and reporting
    requirements), authority, duties or responsibilities as
    contemplated by Section 4(a) of this Agreement, or any other
    action by the Company which results in a diminution in such
    position, authority, duties or responsibilities, excluding
    for this purpose an isolated, insubstantial and inadvertent
    action not taken in bad faith and which is remedied by the
    Company promptly after receipt of notice thereof given by the
    Executive;

         (ii)    any failure by the Company to comply with any of
    the provisions of Section 4(b) of this Agreement, other than
    an isolated, insubstantial and inadvertent failure not
    occurring in bad faith and which is remedied by the Company
    promptly after receipt of notice thereof given by the
    Executive;

         (iii)   the Company's requiring the Executive to be
    based at any office or location other than as provided in
    Section 4(a)(i)(B) hereof or the Company's requiring the
    Executive to travel on Company business to a substantially
    greater extent than required immediately prior to the
    Effective Date;

    (iv) any purported termination by the Company of the
    Executive's employment otherwise than as expressly  permitted
    by this Agreement; or

         (v)     any failure by the Company to comply with and
    satisfy Section 11(c) of this Agreement.

For purposes of this Section 5(c), any good faith determination
of "Good Reason" made by the Executive shall be conclusive. 
Anything in this Agreement to the contrary notwithstanding, a
termination by the Executive for any reason during the 30-day
period immediately following the first anniversary of the
Effective Date shall be deemed to be a termination for Good
Reason for all purposes of this Agreement.

         (d)  Notice of Termination.  Any termination by the
Company for Cause, or by the Executive for Good Reason, shall be
communicated by Notice of Termination to the other party hereto
given in accordance with Section 12(b) of this Agreement.  For
purposes of this Agreement, a "Notice of Termination" means a
written notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated and (iii)
if the Date of Termination (as defined below) is other than the
date of receipt of such notice, specifies the termination date
(which date shall be not more than thirty days after the giving
of such notice).  The failure by the Executive or the Company to
set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company, respectively,
hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the
Executive's or the Company's rights hereunder.

         (e)  Date of Termination.  "Date of Termination" means
(i) if the Executive's employment is terminated by the Company
for Cause, or by the Executive for Good Reason, the date of
receipt of the Notice of Termination or any later date specified
therein, as the case may be, (ii) if the Executive's employment
is terminated by the Company other than for Cause or Disability,
the Date of Termination shall be the date on which the Company
notifies the Executive of such termination and (iii) if the
Executive's employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of
the Executive or the Disability Effective Date, as the case may
be.

         6.  Obligations of the Company upon Termination.  (a) 
Good Reason; Other Than for Cause, Death or Disability.  If,
during the Employment Period, the Company shall terminate the
Executive's employment other than for Cause or Disability or the
Executive shall terminate employment for Good Reason:

         (i)   the Company shall pay to the Executive in a lump
    sum in cash within 30 days after the Date of Termination the
    aggregate of the following amounts:

               A.  the sum of (1) the Executive's Annual Base
         Salary through the Date of Termination to the extent not
         theretofore paid, (2) the product of (x) the higher of
         (I) the Recent Annual Bonus and (II) the Annual Bonus
         paid or payable, including any bonus or portion thereof
         which has been earned but deferred (and annualized for
         any fiscal year consisting of less than twelve full
         months or during which the Executive was employed for
         less than twelve full months), for the most recently
         completed fiscal year during the Employment Period, if
         any (such higher amount being referred to as the
         "Highest Annual Bonus") and (y) a fraction, the
         numerator of which is the number of days in the current
         fiscal year through the Date of Termination, and the
         denominator of which is 365 and (3) any compensation
         previously deferred by the Executive (together with any
         accrued interest or earnings thereon) and any accrued
         vacation pay, in each case to the extent not theretofore
         paid (the sum of the amounts described in clauses (1),
         (2), and (3) shall be hereinafter referred to as the
         "Accrued Obligations"); and

               B.  the amount equal to the product of (1) three
         and (2) the sum of (x) the Executive's Annual Base
         Salary and (y) the Highest Annual Bonus; and

               C.  an amount equal to the excess of (a) the
         actuarial equivalent of the benefit under the Company's
         qualified defined benefit retirement plan (the
         "Retirement Plan") (utilizing actuarial assumptions no
         less favorable to the Executive than those in effect
         under the Company's Retirement Plan immediately prior to
         the Effective Date), and any excess or supplemental
         retirement plan in which the Executive participates
         (together, the "SERP") which the Executive would receive
         if the Executive's employment continued for three years
         after the Date of Termination assuming for this purpose 
         that all accrued benefits are fully vested, and,
         assuming that the Executive's compensation in each of
         the three years is that required by Section 4(b)(i) and
         Section 4(b)(ii), over (b) the actuarial equivalent of
         the Executive's actual benefit (paid or payable), if
         any, under the Retirement Plan and the SERP as of the
         Date of Termination;

         (ii)      for three years after the Executive's Date of
    Termination, or such longer period as may be provided by the
    terms of the appropriate plan, program, practice or policy,
    the Company shall continue benefits to the Executive and/or
    the Executive's family at least equal to those which would
    have been provided to them in accordance with the plans,
    programs, practices and policies described in Section
    4(b)(iv) of this Agreement if the Executive's employment had
    not been terminated or, if more favorable to the Executive,
    as in effect generally at any time thereafter with respect to
    other peer executives of the Company and its affiliated
    companies and their families, provided, however, that if the
    Executive becomes reemployed with another employer and is
    eligible to receive medical or other welfare benefits under
    another employer provided plan, the medical and other welfare
    benefits described herein shall be secondary to those
    provided under such other plan during such applicable period 
    of eligibility.  For purposes of determining eligibility (but
    not the time of commencement of benefits) of the Executive
    for retiree benefits pursuant to such plans, practices,
    programs and policies, the Executive shall be considered to
    have remained employed until three years after the Date of
    Termination and to have retired on the last day of such
    period; 

         (iii)     the Company shall, at its sole expense as
    incurred, provide the Executive with outplacement services
    the scope and provider of which shall be selected by the
    Executive in his sole discretion; and 
         
         (iv)      to the extent not theretofore paid or provided,
    the Company shall timely pay or provide to the Executive any
    other amounts or benefits required to be paid or provided or
    which the Executive is eligible to receive under any plan,
    program, policy or practice or contract or agreement of the
    Company and its affiliated companies (such other amounts and
    benefits shall be hereinafter referred to as the "Other
    Benefits").

         (b)  Death.  If the Executive's employment is terminated
by reason of the Executive's death during the Employment Period,
this Agreement shall terminate without further obligations to the
Executive's legal representatives under this Agreement, other
than for payment of Accrued Obligations and the timely payment or
provision of Other Benefits.  Accrued Obligations shall be paid
to the Executive's estate or beneficiary, as applicable, in a
lump sum in cash within 30 days of the Date of Termination.  With
respect to the provision of Other Benefits, the term Other
Benefits as utilized in this Section 6(b) shall include, without
limitation, and the Executive's estate and/or beneficiaries shall
be entitled to receive, benefits at least equal to the most
favorable benefits provided by the Company and affiliated
companies to the estates and beneficiaries of peer executives of
the Company and such affiliated companies under such plans,
programs, practices and policies relating to death benefits, if
any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the
Executive's estate and/or the Executive's beneficiaries, as in
effect on the date of the Executive's death with respect to other
peer executives of the Company and its affiliated companies and
their beneficiaries. 

         (c)  Disability.  If the Executive's employment is
terminated by reason of the Executive's Disability during the
Employment Period, this Agreement shall terminate without further
obligations to the Executive, other than for payment of Accrued
Obligations and the timely payment or provision of Other
Benefits.  Accrued Obligations shall be paid to the Executive in
a lump sum in cash within 30 days of the Date of Termination. 
With respect to the provision of Other Benefits, the term Other
Benefits as utilized in this Section 6(c) shall include, and the
Executive shall be entitled after the Disability Effective Date
to receive, disability and other benefits at least equal to the
most favorable of those generally provided by the Company and its
affiliated companies to disabled executives and/or their families
in accordance with such plans, programs, practices and policies
relating to disability, if any, as in effect generally with
respect to other peer executives and their families at any time
during the 120-day period immediately preceding the Effective
Date or, if more favorable to the Executive and/or the
Executive's family, as in effect at any time thereafter generally
with respect to other peer executives of the Company and its
affiliated companies and their families.

         (d)  Cause; Other than for Good Reason.  If the
Executive's employment shall be terminated for Cause during the
Employment Period, this Agreement shall terminate without further
obligations to the Executive other than the obligation to pay to
the Executive (x) his Annual Base Salary through the Date of
Termination, (y) the amount of any compensation previously
deferred by the Executive, and (z) Other Benefits, in each case
to the extent theretofore unpaid.  If the Executive voluntarily
terminates employment during the Employment Period, excluding a
termination for Good Reason, this Agreement shall terminate
without further obligations to the Executive, other than for
Accrued Obligations and the timely payment or provision of Other 
Benefits.  In such case, all Accrued Obligations shall be paid to
the Executive in a lump sum in cash within 30 days of the Date of
Termination.

         7.  Non-exclusivity of Rights.  Nothing in this
Agreement shall prevent or limit the Executive's continuing or
future participation in any plan, program, policy or practice
provided by the Company or any of its affiliated companies and
for which the Executive may qualify, nor, subject to Section
12(f), shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement
with the Company or any of its affiliated companies.  Amounts
which are vested benefits or which the Executive is otherwise
entitled to receive under any plan, policy, practice or program
of or any contract or agreement with the Company or any of its
affiliated companies at or subsequent to the Date of Termination
shall be payable in accordance  with such plan, policy, practice
or program or contract or agreement except as explicitly modified
by this Agreement.

         8.  Full Settlement.  The Company's obligation to make
the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against the Executive or
others.  In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of
the amounts payable to the Executive under any of the provisions
of this Agreement and such amounts shall not be reduced whether
or not the Executive obtains other employment.  The Company
agrees to pay as incurred, to the full extent permitted by law,
all legal fees and expenses which the Executive may reasonably
incur as a result of any contest (regardless of the outcome
thereof) by the Company, the Executive or others of the validity
or enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance thereof (including as a
result of any contest by the Executive about the amount of any
payment pursuant to this Agreement), plus in each case interest
on any delayed payment at the applicable Federal rate provided
for in Section 7872(f)(2)(A) of the Internal Revenue Code of
1986, as amended (the "Code").

         9.    Certain Additional Payments by the Company.

         (a)   Anything in this Agreement to the contrary
notwithstanding and except as set forth below, in the event it
shall be determined that any payment or distribution by the
Company to or for the benefit of the Executive (whether paid or
payable or distributed or distributable pursuant to the terms of
this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 9) (a "Payment")
would be subject to the excise tax imposed by Section 4999 of the
Code or any interest or penalties are incurred by the Executive
with respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Executive shall be
entitled to receive an additional payment (a "Gross-Up Payment")
in an amount such that after payment by the Executive of all
taxes (including any interest or penalties imposed with respect
to such taxes), including, without limitation, any income taxes
(and any interest and penalties imposed with respect thereto) and
Excise Tax imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.  Notwithstanding the foregoing
provisions of this Section 9(a), if it shall be determined that
the Executive is entitled to a Gross-Up Payment, but that the
Executive, after taking into account the Payments and the Gross-
Up Payment, would not receive a net after-tax benefit of at least
$50,000 (taking into account both income taxes and any Excise
Tax) as compared to the net after-tax proceeds to the Executive
resulting from an elimination of the Gross-Up Payment and a
reduction of the Payments, in the aggregate, to an amount (the
"Reduced Amount") such that the receipt of Payments would not
give rise to any Excise Tax, then no Gross-Up Payment shall be
made to the Executive and the Payments, in the aggregate, shall
be reduced to the Reduced Amount.

         (b)   Subject to the provisions of Section 9(c), all
determinations required to be made under this Section 9,
including whether and when a Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by
Ernst & Young LLP or such other certified public accounting firm
as may be designated by the Executive (the "Accounting Firm")
which shall provide detailed supporting calculations both to the
Company and the Executive within 15 business days of the receipt
of notice from the Executive that there has been a Payment, or
such earlier time as is requested by the Company.  In the event
that the Accounting Firm is serving as accountant or auditor for 
the individual, entity or group effecting the Change of Control,
the Executive shall appoint another nationally recognized
accounting firm to make the determinations required hereunder
(which accounting firm shall then be referred to as the
Accounting Firm hereunder).  All fees and expenses of the
Accounting Firm shall be borne solely by the Company.  Any
Gross-Up Payment, as determined pursuant to this Section 9, shall
be paid by the Company to the Executive within five days of the
receipt of the Accounting Firm's determination.  Any
determination by the Accounting Firm shall be binding upon the
Company and the Executive.  As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by
the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder.  In the
event that the Company exhausts its remedies pursuant to Section
9(c) and the Executive thereafter is required to make a payment
of any Excise Tax, the Accounting Firm shall determine the amount
of the Underpayment that has occurred and any such Underpayment
shall be promptly paid by the Company to or for the benefit of
the Executive.

         (c)   The Executive shall notify the Company in writing
of any claim by the Internal Revenue Service that, if successful,
would require the payment by the Company of the Gross-Up Payment. 
Such notification shall be given as soon as practicable but no
later than ten business days after the Executive is informed in
writing of such claim and shall apprise the Company of the nature
of such claim and the date on which such claim is requested to be
paid.  The Executive shall not pay such claim prior to the
expiration of the 30-day period following the date on which it
gives such notice to the Company (or such shorter period ending
on the date that any payment of taxes with respect to such claim
is due).  If the Company notifies the Executive in writing prior
to the expiration of such period that it desires to contest such
claim, the Executive shall:

         (i)    give the Company any information reasonably
    requested by the Company relating to such claim,

         (ii)   take such action in connection with contesting
    such claim as the Company shall reasonably request in writing
    from time to time, including, without limitation, accepting
    legal representation with respect to such claim by an
    attorney reasonably selected by the Company,

         (iii)  cooperate with the Company in good faith in order 
    effectively to contest such claim, and

         (iv)   permit the Company to participate in any pro-
    ceedings relating to such claim;

provided, however, that the Company shall bear and pay directly
all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall
indemnify and hold the Executive harmless, on an after-tax basis,
for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses.  Without
limitation on the foregoing provisions of this Section 9(c), the
Company shall control all proceedings taken in connection with
such contest and, at its sole option, may pursue or forgo any and
all administrative appeals, proceedings, hearings and conferences
with the taxing authority in respect of such claim and may, at
its sole option, either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that
if the Company directs the Executive to pay such claim and sue
for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall
indemnify and hold the Executive harmless, on an after-tax basis,
from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such
advance or with respect to any imputed income with respect to 
such advance; and further provided that any extension of the
statute of limitations relating to payment of taxes for the
taxable year of the Executive with respect to which such
contested amount is claimed to be due is limited solely to such
contested amount.  Furthermore, the Company's control of the
contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and the Executive
shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other
taxing authority.

         (d)   If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 9(c), the Executive
becomes entitled to receive any refund with respect to such
claim, the Executive shall (subject to the Company's complying
with the requirements of Section 9(c)) promptly pay to the
Company the amount of such refund (together with any interest
paid or credited thereon after taxes applicable thereto).  If,
after the receipt by the Executive of an amount advanced by the
Company pursuant to Section 9(c), a determination is made that
the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to
the expiration of 30 days after such determination, then such
advance shall be forgiven and shall not be required to be repaid
and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.

         10.  Confidential Information.  The Executive shall hold
in a fiduciary capacity for the benefit of the Company all secret
or confidential information, knowledge or data relating to the
Company or any of its affiliated companies, and their respective
businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or any of its
affiliated companies and which shall not be or become public
knowledge (other than by acts by the Executive or representatives
of the Executive in violation of this Agreement).  After
termination of the Executive's employment with the Company, the
Executive shall not, without the prior written consent of the
Company or as may otherwise be required by law or legal process, 
communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it.  In no
event shall an asserted violation of the provisions of this
Section 10 constitute a basis for deferring or withholding any
amounts otherwise payable to the Executive under this Agreement.

         11.  Successors.  (a)  This Agreement is personal to the
Executive and without the prior written consent of the Company
shall not be assignable by the Executive otherwise than by will
or the laws of descent and distribution.  This Agreement shall
inure to the benefit of and be enforceable by the Executive's
legal representatives.

         (b)  This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

         (c)  The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had
taken place.  As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform
this Agreement by operation of law, or otherwise.

         12.  Miscellaneous.  (a)  This Agreement shall be
governed by and construed in accordance with the laws of the
State of Delaware, without reference to principles of conflict of
laws.  The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.  This
Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their
respective successors and legal representatives.

         (b)  All notices and other communications hereunder
shall be in writing and shall be given by hand delivery to the
other party or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:

         If to the Executive:

         Name
         Address1
         City State  PostalCode


         If to the Company:

         Township Line & Union Meeting Roads
         P.O. Box 500
         Blue Bell, Pennsylvania 19424
         Attention:  General Counsel

or to such other address as either party shall have furnished to
the other in writing in accordance herewith.  Notice and 
communications shall be effective when actually received by the
addressee.

         (c)  The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement.

         (d)  The Company may withhold from any amounts payable
under this Agreement such Federal, state, local or foreign taxes
as shall be required to be withheld pursuant to any applicable
law or regulation.

         (e)  The Executive's or the Company's failure to insist
upon strict compliance with any provision of this Agreement or
the failure to assert any right the Executive or the Company may
have hereunder, including, without limitation, the right of the
Executive to terminate employment for Good Reason pursuant to
Section 5(c)(i)-(v) of this Agreement, shall not be deemed to be
a waiver of such provision or right or any other provision or
right of this Agreement.

         (f)  The Executive and the Company acknowledge that,
except as may otherwise be provided under any other written
agreement between the Executive and the Company, the employment
of the Executive by the Company is "at will" and, subject to
Section 1(a) hereof, prior to the Effective Date, the Executive's
employment and/or this Agreement may be terminated by either the
Executive or the Company at any time prior to the Effective Date,
in which case the Executive shall have no further rights under
this Agreement.  From and after the Effective Date this Agreement
shall supersede any other agreement between the parties with
respect to the subject matter hereof.

         IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization from its
Board of Directors, the Company has caused these presents to be
executed in its name on its behalf, all as of the day and year
first above written.




                                ______________________________
                               [NAME]



                               UNISYS CORPORATION



                               By: _____________________________
                                     James A. Unruh
                                     Chairman of the Board
                                     and Chief Executive Officer


1990 LONG-TERM INCENTIVE PLAN

     RESOLVED, that Section 2.07 of the 1990 Unisys Long-Term
     Incentive Plan be, and hereby is, amended and restated,
     effective May 25, 1995, to read as follows:

     "2.07  Change in Control means any of the following events:

               (a)  The acquisition by any individual, entity or
          group (within the meaning of Section 13(d)(3) or 14(d)(2)
          of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act")) (a "Person") of beneficial ownership
          (within the meaning of Rule 13d-3 promulgated under the
          Exchange Act) of 20% or more of either (i) the then
          outstanding shares of common stock of the Company (the
          "Outstanding Company Common Stock") or (ii) the combined
          voting power of the then outstanding voting securities of
          the Company entitled to vote generally in the election of
          directors (the "Outstanding Company Voting Securities");
          provided, however, that for purposes of this subsection
          (a), the following acquisitions shall not constitute a
          Change of Control: (i) any acquisition directly from the
          Company, (ii) any acquisition by the Company, (iii) any
          acquisition by any employee benefit plan (or related
          trust) sponsored or maintained by the Company or any
          corporation controlled by the Company or (iv) any
          acquisition by any corporation pursuant
 to a transaction
          which complies with clauses (i), (ii) and (iii) of
          subsection (c) of this Section 2.07; or
               (b)  Individuals who, as of May 25, 1995, constitute
          the Board (the "Incumbent Board") cease for any reason to
          constitute at least a majority of the Board; provided,
          however, that any individual becoming a director
          subsequent to the date hereof whose election, or
          nomination for election by the Company's shareholders,
          was approved by a vote of at least a majority of the
          directors then comprising the Incumbent Board shall be
          considered as though such individual were a member of the
          Incumbent Board, but excluding, for this purpose, any
          such individual whose initial assumption of office occurs
          as a result of an actual or threatened election contest
          with respect to the election or removal of directors or
          other actual or threatened solicitation of proxies or
          consents by or on behalf of a Person other than the
          Board; or
          
               (c)  Consummation of a reorganization, merger or
          consolidation or sale or other disposition of all or
          substantially all of the assets of the Company (a
          "Business Combination"), in each case, unless, following
          such Business Combination, (i) all or substantially all
          of the individuals and entities who were the beneficial
          owners, respectively, of the Outstanding Company Common
          Stock and Outstanding Company Voting Securities
          immediately prior to such Business Combination
          beneficially own, directly or indirectly, more than 50%
          of, respectively, the then outstanding shares of common
          stock and the combined voting power of the then
          outstanding voting securities entitled to vote generally
          in the election of directors, as the case may be, of the
          corporation resulting from such Business Combination
          (including, without limitation, a corporation which as a
          result of such transaction owns the Company or all or
          substantially all of the Company's assets either directly
          or through one or more subsidiaries) in substantially the
          same proportions as their ownership, immediately prior to
          such Business Combination of the Outstanding Company
          Common Stock and Outstanding Company Voting Securities,
          as the case may be, (ii) no Person (excluding any
          corporation resulting from such Business Combination or
          any employee benefit plan (or related trust) of the
          Company or such corporation resulting from such Business
          Combination) beneficially owns, directly or indirectly,
          20% or more of, respectively, the then outstanding shares
          of common stock of the corporation resulting from such
          Business Combination or the combined voting power of the
          then outstanding voting securities of such corporation 
          except to the extent that such ownership existed prior to
          the Business Combination and (iii) at least a majority of
          the members of the board of directors of the corporation
          resulting from such Business Combination were members of
          the Incumbent Board at the time of the execution of the
          initial agreement, or of the action of the Board,
          providing for such Business Combination; or
          
     (d)  Approval by the shareholders of the Company of a complete
     liquidation or dissolution of the Company."


UNISYS ELECTED OFFICER PENSION PLAN

     RESOLVED, that Section 2.20 of the Unisys Elected Officer
     Pension Plan be, and it hereby, is amended and restated,
     effective May 25, 1995, to read as follows:

     "2.20  Change in Control means any of the following events:

               (a)  The acquisition by any individual, entity or
          group (within the meaning of Section 13(d)(3) or 14(d)(2)
          of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act")) (a "Person") of beneficial ownership
          (within the meaning of Rule 13d-3 promulgated under the
          Exchange Act) of 20% or more of either (i) the then
          outstanding shares of common stock of the Company (the
          "Outstanding Company Common Stock") or (ii) the combined
          voting power of the then outstanding voting securities of
          the Company entitled to vote generally in the election of
          directors (the "Outstanding Company Voting Securities");
          provided, however, that for purposes of this subsection
          (a), the following acquisitions shall not constitute a
          Change of Control: (i) any acquisition directly from the
          Company, (ii) any acquisition by the Company, (iii) any
          acquisition by any employee benefit plan (or related
          trust) sponsored or maintained by the Company or any
          corporation controlled by the Company or (iv) any
          acquisition by any corporation
 pursuant to a transaction
          which complies with clauses (i), (ii) and (iii) of
          subsection (c) of this Section 2.20; or
          
               (b)  Individuals who, as of May 25, 1995, constitute
          the Board (the "Incumbent Board") cease for any reason to
          constitute at least a majority of the Board; provided,
          however, that any individual becoming a director
          subsequent to the date hereof whose election, or
          nomination for election by the Company's shareholders,
          was approved by a vote of at least a majority of the
          directors then comprising the Incumbent Board shall be
          considered as though such individual were a member of the
          Incumbent Board, but excluding, for this purpose, any
          such individual whose initial assumption of office occurs
          as a result of an actual or threatened election contest
          with respect to the election or removal of directors or
          other actual or threatened solicitation of proxies or
          consents by or on behalf of a Person other than the
          Board; or
          
               (c)  Consummation of a reorganization, merger or
          consolidation or sale or other disposition of all or
          substantially all of the assets of the Company (a
          "Business Combination"), in each case, unless, following
          such Business Combination, (i) all or substantially all
          of the individuals and entities who were the beneficial
          owners, respectively, of the Outstanding Company Common
          Stock and Outstanding Company Voting Securities
          immediately prior to such Business Combination
          beneficially own, directly or indirectly, more than 50%
          of, respectively, the then outstanding shares of common
          stock and the combined voting power of the then
          outstanding voting securities entitled to vote generally
          in the election of directors, as the case may be, of the
          corporation resulting from such Business Combination
          (including, without limitation, a corporation which as a
          result of such transaction owns the Company or all or
          substantially all of the Company's assets either directly
          or through one or more subsidiaries) in substantially the
          same proportions as their ownership, immediately prior to
          such Business Combination of the Outstanding Company
          Common Stock and Outstanding Company Voting Securities,
          as the case may be, (ii) no Person (excluding any
          corporation resulting from such Business Combination or
          any employee benefit plan (or related trust) of the
          Company or such corporation resulting from such Business
          Combination) beneficially owns, directly or indirectly,
          20% or more of, respectively, the then outstanding shares
          of common stock of the corporation resulting from such
          Business Combination or the combined voting power of the
          then outstanding voting securities of such corporation 
          except to the extent that such ownership existed prior to
          the Business Combination and (iii) at least a majority of
          the members of the board of directors of the corporation
          resulting from such Business Combination were members of
          the Incumbent Board at the time of the execution of the
          initial agreement, or of the action of the Board,
          providing for such Business Combination; or
          
               (d)  Approval by the shareholders of the Company of
          a complete liquidation or dissolution of the Company."


July 28, 1995


James A. Unruh
Chairman and Chief Executive Officer
Unisys Corporation
P.O. Box 500
Blue Bell, PA  19424

Dear Jim:

This letter agreement serves to amend the letter of August 10, 1994, as
follows:

     1.     Section 7(f) is deleted.

     2.     Section 14 is amended to read as follows:

"14. Other Agreements.  It is not intended that you shall receive duplicate
     rights and benefits under this Agreement and any other agreement, 
     contract, plan, or other arrangement with, or sponsored by, the 
     Corporation.  This Agreement supersedes and replaces all prior 
     understandings and agreements between you and the Corporation except
     for your Executive Employment Agreement dated July 28, 1995 (the 
     "Executive Employment Agreement").  In the event that your Executive 
     Employment Agreement becomes effective, you shall continue to be 
     covered under this Agreement and the Executive Employment Agreement, 
     but you shall not be entitled to receive duplicate payments or benefits 
     under both agreements.  With respect to any individual item of 
     compensation or benefit entitlement, or other employment term that
     is covered under both agreements, you shall be covered by the agreement
     term that is more favorable to you or provides you with the greater
     amount
 or benefit, as determined by the Accounting Firm."

If the following is acceptable to you, please sign and return the enclosed
copy of this agreement.

Very truly yours,

UNISYS CORPORATION                           THE FOREGOING IS ACCEPTED:



___________________________________          ________________________________
Kenneth A. Macke, Chairman                   James A. Unruh
Compensation and Organization
Committee



<TABLE>
                                                                  EXHIBIT 11.1

                               UNISYS CORPORATION
                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
                FOR THE SIX MONTHS ENDED JUNE 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          171,083,414   170,618,828
Additional Shares Assuming Exercise of Stock Options     902,171     2,169,494
                                                     -----------   -----------
Average Number of Outstanding Common Shares and
   Common Share Equivalents                          171,985,585   172,788,322
                                                     ===========   ===========
Income From Continuing Operations Before 
   Extraordinary Item                                     $ 71.9        $ 57.3
Dividends on Series A, B and C Preferred Stock            ( 59.9)       ( 60.1)
                                                          ------        ------
Primary Earnings on Common Shares Before Discontinued
   Operations and Extraordinary Item                        12.0         ( 2.8)
Income From Discontinued Operations                         12.5          60.3
Extraordinary Item                                                       ( 7.7)
                                                          ------        ------
Primary Earnings on Common Shares                         $ 24.5        $ 49.8
                                                          ======        ======
Primary Earnings Per Common Share
   Continuing Operations                                    $.07        $( .02)
   Discontinued Operations                                   .07           .35
   Extraordinary Item                                                    ( .04)
                                                          ------        ------
   Total                                                    $.14          $.29
                                                          ======        ======

Fully Diluted Earnings Per Common Share

Average Number of Outstanding Common
   Shares and Common Share Equivalents               171,985,585   172,788,322
Additional Shares:
   Assuming Conversion of 8 1/4% Convertible Notes    33,697,387    33,698,698
   Attributable to Stock Options                          52,488       174,229
                                                     -----------   -----------
Common Shares
 Outstanding Assuming Full Dilution     205,735,460   206,661,249
                                                     ===========   ===========

Primary Earnings on Common Shares Before Discontinued
   Operations and Extraordinary Item                      $ 12.0        $( 2.8)
Interest Expense on 8 1/4% Convertible Notes,
   Net of Applicable Tax                                     8.9           8.9
                                                          ------        ------
Fully Diluted Earnings on Common Shares Before
   Discontinued Operations and Extraordinary Item           20.9           6.1
Income From Discontinued Operations                         12.5          60.3
Extraordinary Item                                                       ( 7.7)
                                                          ------        ------
Fully Diluted Earnings on Common Shares                    $33.4         $58.7
                                                          ======        ======

Fully Diluted Earnings per Common Share   
   Continuing Operations                                   $ .10         $ .03
   Discontinued Operations                                   .06           .29
   Extraordinary Item                                                    ( .04)
                                                          ------        ------
   Total                                                   $ .16         $ .28
                                                          ======        ======

Earnings Per Common Share As Reported   

Primary
   Continuing Operations                                   $ .07      $ ( .02)
   Discontinued Operations                                   .07          .35
   Extraordinary Item                                                   ( .04)
                                                          ------        ------
   Total                                                   $ .14        $ .29
                                                          ======        ======

Fully Diluted
   Continuing Operations                                   $ .07        $ .03
   Discontinued Operations                                   .07          .29
   Extraordinary Item                                                   ( .04)
                                                          ------        ------
   Total                                                   $ .14        $ .28
                                                          ======        ======
</TABLE>




<TABLE>
                                                                  EXHIBIT 11.2
                                  UNISYS CORPORATION
                    STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
                  FOR THE THREE MONTHS ENDED JUNE 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          171,178,670  170,746,889
Additional Shares Assuming Exercise of Stock Options     971,554    1,498,461
                                                     -----------  -----------
Average Number of Outstanding Common Shares and
   Common Share Equivalents                          172,150,224  172,245,350
                                                     ===========  ===========

Income From Continuing Operations                         $ 39.8       $ 22.7
Dividends on Series A, B and C Preferred Stock            ( 30.0)      ( 30.0)
                                                          ------       ------
Primary Earnings on Common Shares Before
    Discontinued Operations                                  9.8        ( 7.3)
Income From Discontinued Operations                                      27.2
                                                          ------       ------
Primary Earnings on Common Shares                        $   9.8       $ 19.9
                                                          ======       ======
Primary Earnings Per Common Share
   Continuing Operations                                    $.06       $( .04)
   Discontinued Operations                                                .16
                                                          ------       ------
   Total                                                    $.06         $.12
                                                          ======       ======

Fully Diluted Earnings Per Common Share

Average Number of Outstanding Common
   Shares and Common Share Equivalents               172,150,224  172,245,350
Additional Shares:
   Assuming Conversion of 8 1/4% Convertible Notes    33,697,387   33,697,762
   Attributable to Stock Options                          91,173
                                                     -----------  -----------
Common Shares Outstanding Assuming Full Dilution     205,938,784  205,943,112
                                                     ===========  ===========

Primary Earnings on Common Shares Before 
   Discontinued
 Operations                                $  9.8       $( 7.3)
Interest Expense on 8 1/4% Convertible Notes,
   Net of Applicable Tax                                     4.5          4.5
                                                          ------       ------
Fully Diluted Earnings on Common Shares Before
   Discontinued Operations                                  14.3        ( 2.8)
Income From Discontinued Operations                                      27.2
                                                          ------       ------
Fully Diluted Earnings on Common Shares                    $14.3        $24.4
                                                          ======       ======

Fully Diluted Earnings per Common Share   
   Continuing Operations                                   $ .07      $ ( .01)
   Discontinued Operations                                                .13
                                                          ------       ------
   Total                                                   $ .07        $ .12
                                                          ======       ======

Earnings Per Common Share As Reported

Primary
   Continuing Operations                                   $ .06      $ ( .04)
   Discontinued Operations                                                .16
                                                          ------       ------
   Total                                                   $ .06        $ .12
                                                          ======       ======
Fully Diluted
   Continuing Operations                                   $ .06      $ ( .01)
   Discontinued Operations                                                .13
                                                          ------       ------
   Total                                                   $ .06        $ .12
                                                          ======       ======
</TABLE>




<TABLE>
                                                                                    Exhibit 12

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


                                       Six
                                      Months
                                      Ended
                                     June 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     $109.0   $ 14.6   $370.9   $301.3   $(1,425.6)   $(456.8)
Add (deduct) share of loss (income)
   of associated companies            (11.5)     16.6     14.5      3.2        (6.5)     (51.8)
                                     ------    ------   ------   ------     --------     -----
      Subtotal                         97.5      31.2    385.4    304.5    (1,432.1)    (508.6)
                                     ------    ------   ------   ------     --------     -----
Interest expense 
   (net of interest capitalized)      101.6     203.7    241.7    340.6       407.6      446.7
Amortization of 
   debt issuance expenses               3.0       6.2      6.6      4.8         1.8        1.5
Portion of rental expense
   representative of interest          32.5      65.0     70.5     78.8        80.9       77.0
                                     ------    ------   ------   ------     --------     -----
      Total Fixed Charges             137.1     274.9    318.8    424.2       490.3      525.2
                                     ------    ------   ------   ------     --------     -----
Earnings (loss) from continuing
   operations before income taxes
   and fixed charges                 $234.6    $306.1   $704.2   $728.7     $(941.8)     $16.6
                                     ======    ======   ======   ======     ========     =====
Ratio of earnings to fixed charges     1.71      1.11     2.21     1.72         (a)        (a)       
                                     ======    ======   ======   ======     ========     =====
<FN>
(a) Earnings in 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 
              JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE 
              TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>  1,000,000
       
<S>                                          <C>
<PERIOD-TYPE>                                6-MOS
<FISCAL-YEAR-END>                            DEC-31-1995
<PERIOD-END>                                 JUN-30-1995
<CASH>                                               962
<SECURITIES>                                          16
<RECEIVABLES>                                      1,182
<ALLOWANCES>                                         (77)
<INVENTORY>                                          684
<CURRENT-ASSETS>                                   3,127
<PP&E>                                             2,141
<DEPRECIATION>                                    (1,433)
<TOTAL-ASSETS>                                     6,892
<CURRENT-LIABILITIES>                              1,990
<BONDS>                                            1,874
<COMMON>                                               2
<PREFERRED-MANDATORY>                                  0
<PREFERRED>                                        1,570
<OTHER-SE>                                         1,107 
<TOTAL-LIABILITY-AND-EQUITY>                       6,892
<SALES>                                            1,309
<TOTAL-REVENUES>                                   2,903
<CGS>                                                721
<TOTAL-COSTS>                                      1,875
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       8
<INTEREST-EXPENSE>                                   102
<INCOME-PRETAX>                                      109
<INCOME-TAX>                                          37
<INCOME-CONTINUING>                                   72
<DISCONTINUED>                                        13
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                          84
<EPS-PRIMARY>                                        .14
<EPS-DILUTED>                                        .14
        

</TABLE>