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, 1994.

                                          OR
 ___
[___]     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, 1994:  
170,820,349

<PAGE>
                                         -2-

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
                                  UNISYS CORPORATION
                              CONSOLIDATED BALANCE SHEET
                                      (Millions)
<CAPTION>
                                                   June 30,  December 31,
                                                      1994          1993
                                                (Unaudited)     (Audited)
                                                -----------  ------------
<S>                                               <C>           <C>
Assets
Current assets
Cash and cash equivalents                         $  492.2      $  835.4
Marketable securities                                 35.9         115.1
Accounts and notes receivable, net                 1,038.1       1,088.2
Inventories
  Finished equipment and supplies                    353.8         354.1
  Work in process and raw materials                  469.3         399.8
Deferred income taxes                                313.4         313.4
Other current assets                                  94.2          94.1
                                                  --------      --------
Total                                              2,796.9       3,200.1
                                                  --------      --------

Long-term receivables, net                            96.9         104.3
                                                  --------      --------
Properties and rental equipment                    2,708.4       2,776.0
Less-Accumulated depreciation                      1,771.2       1,814.2
                                                  --------      --------
Properties and rental equipment, net                 937.2         961.8
                                                  --------      --------
Cost in excess of net assets acquired              1,163.2       1,183.9
Investments at equity                                310.8         303.6
Deferred income taxes                                543.8         543.8
Other assets                                       1,181.0       1,221.7
                                                  --------      --------

Total                                             $7,029.8      $7,519.2
                                                  ========      ========

Liabilities and stockholders' equity
Current liabilities
Notes payable                                     $   10.3      $    6.0

Current maturities of long-term debt                  71.2          25.0
Accounts payable                                     900.9       1,027.0
Other accrued liabilities                            869.3       1,016.1
Dividends payable                                     26.6          39.9
Estimated income taxes                               232.8         251.9
                                                  --------      --------
Total                                              2,111.1       2,365.9
                                                  --------      --------

Long-term debt                                     1,864.3       2,025.0
Other liabilities                                    401.7         432.8
Stockholders' equity
Preferred stock                                    1,570.3       1,570.2
Common stock, issued: 1994, 171.7; 1993, 171.2         1.7           1.7
Retained earnings                                    114.9         159.8
Other capital                                        965.8         963.8
                                                  --------      --------
Stockholders' equity                               2,652.7       2,695.5
                                                  --------      --------

Total                                             $7,029.8      $7,519.2
                                                  ========      ========

<FN>
See notes to consolidated financial statements.
</TABLE>


<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
                                   -------------------   --------------------
                                       1994       1993       1994        1993
                                   --------   --------   --------    --------
<S>                                <C>        <C>        <C>         <C>
Revenue
  Sales                            $  975.7   $1,191.8   $1,950.2    $2,381.4
  Services                            487.3      370.9      872.7       717.4
  Equipment maintenance               336.2      364.5      665.2       735.9
                                   --------   --------   --------    --------
                                    1,799.2    1,927.2    3,488.1     3,834.7
                                   --------   --------   --------    --------

Costs and expenses
  Cost of sales                       586.8      686.2    1,171.4     1,401.0
  Cost of services                    378.3      284.6      687.2       564.3
  Cost of equipment maintenance       206.1      204.3      403.9       428.2
  Selling, general and
    administrative                    391.3      410.3      744.3       816.7
  Research and development            117.6      124.1      239.2       254.4
                                   --------   --------   --------    --------
                                    1,680.1    1,709.5    3,246.0     3,464.6
                                   --------   --------   --------    --------

Operating income                      119.1      217.7      242.1       370.1

Interest expense                       50.9       59.7      102.9       131.8
Other income (expense), net             2.0       (6.5)      26.3        (3.3)
                                   --------   --------   --------    --------
Income before income taxes             70.2      151.5      165.5       235.0
Estimated income taxes                 20.3       48.5       47.9        75.2
                                   --------   --------   --------    --------

Income before extraordinary
  items and changes in accounting
  principles                           49.9      103.0      117.6       159.8
Extraordinary items                                          (7.7)      (26.4)
Effect of changes in accounting
  principles                                                            230.2
                                   --------   --------   --------    --------
Net income                             49.9      103.0      109.9       363.6
Dividends on preferred shares          30.0       30.6       60.1        61.0
                                   --------   --------   --------    --------

Earnings on common shares          $   19.9   $   72.4   $   49.8    $  302.6
                                   ========   ========   ========    ========

Earnings per common share
Primary
  Before extraordinary items
    and changes in accounting
    principles                     $    .12   $    .44   $    .33    $    .60
  Extraordinary items                                        (.04)       (.16)
  Effect of changes in accounting
    principles                                                           1.39
                                   --------   --------   --------    --------
     Total                         $    .12   $    .44   $    .29    $   1.83
                                   ========   ========   ========    ========

Fully diluted
  Before extraordinary items
    and changes in accounting
    principles                     $    .12   $    .39   $    .32    $    .65
  Extraordinary items                                        (.04)       (.11)
  Effect of changes in accounting
    principles                                                            .94
                                   --------   --------   --------    --------
     Total                         $    .12   $    .39   $    .28    $   1.48
                                   ========   ========   ========    ========
<FN>
See notes to consolidated financial statements.
</TABLE>


<PAGE>
                                         -4-

<TABLE>

                                  UNISYS CORPORATION
                   CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                      (Millions)
<CAPTION>
                                                   Six Months Ended June 30
                                                   ------------------------
                                                        1994           1993
                                                        ----           ----
   <S>                                               <C>          <C>
   Cash flows from operating activities
   Net income                                        $ 109.9      $   363.6
   Add (deduct) items to reconcile net income
     to net cash provided by operating activities
   Effect of extraordinary items and changes
     in accounting principles                            7.7       (  203.8)
   Depreciation                                        124.7          156.3
   Amortization:
     Marketable software                                76.4           69.6
     Cost in excess of net assets acquired              20.7           20.7
   Decrease in receivables, net                         50.0          295.5
   (Increase) decrease in inventories                 ( 69.2)          49.3
   (Decrease) in accounts payable and
     other accrued liabilities                        (266.2)      (  305.6)
   (Decrease) in estimated income taxes               ( 19.1)      (   30.5)
   (Decrease) in other liabilities                    ( 31.1)      (   17.8)
   Decrease in other assets                             26.9            2.5
   Other                                              (  1.0)          12.1
                                                    --------       --------
   Net cash provided by operating activities            29.7          411.9
                                                    --------       --------

   Cash flows from investing activities
   Proceeds from investments                           742.6        1,067.8
   Purchases of investments                           (749.4)      (1,068.3)
   Proceeds from marketable securities                 182.3           98.1
   Purchases of marketable securities                 ( 92.3)      (   48.5)
   Proceeds from sales of properties                    15.3           13.4
   Investment in marketable software                  ( 62.7)      (   51.9)
   Capital additions of properties
     and rental equipment                             ( 96.8)      (   96.7)
                                                    --------       --------
   Net cash used for investing activities             ( 61.0)      (   86.1)
                                                    --------       --------

   Cash flows from financing activities
   Payment of debt                                    (139.5)      (  248.9)
   Net proceeds from (reduction in) short-
     term borrowings                                     4.3       (   25.1)
   Dividends paid on preferred shares                 (168.0)      (   92.1)
   Other                                                 2.9            3.7
                                                    --------       --------
   Net cash used for financing activities             (300.3)      (  362.4)
                                                    --------       --------
   Effect of exchange rate changes on cash
     and cash equivalents                             ( 11.6)      (   10.8)
                                                    --------       --------
   Decrease in cash and cash equivalents              (343.2)      (   47.4)
   Cash and cash equivalents, beginning of period      835.4          809.1
                                                    --------       --------

   Cash and cash equivalents, end of period          $ 492.2       $  761.7
                                                    ========       ========
<FN>
See notes to consolidated financial statements.
</TABLE>


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

b. Effective January 1, 1993, the Company adopted the Financial Accounting
   Standards Board's Statement of Financial Accounting Standards ("SFAS") 106,
   "Employers' Accounting for Postretirement Benefits Other Than Pensions,"
   and SFAS 109, "Accounting for Income Taxes."  The adoption of SFAS 106
   decreased net income for the six months ended June 30, 1993 by $194.8
   million, net of $124.5 million of income tax benefits, or $.79 per fully
   diluted common share, and the adoption of SFAS 109 increased net income for
   the six months ended June 30, 1993 by $425.0 million, or $1.73 per fully
   diluted common share.

c. In April 1993, the Company settled lawsuits with Honeywell Inc. in
   connection with its sale of the Sperry Aerospace Group in December 1986.
   As a result of the settlement, in the six months ended June 30, 1993, the
   Company recorded an extraordinary charge of $26.4 million, net of $16.8
   million of income tax benefits, or $.11 per fully diluted common share.

d. For the three and six months ended June 30, 1994 and 1993, 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 months ended June 30, 1994 and 1993, and for the six months ended
   June 30, 1994, assumes the conversion of the 8 1/4% Convertible
   Subordinated Notes due August 1, 2000, but does not assume conversion of
   the Series A Preferred Stock since this would have been antidilutive.  For 
   the six months ended June 30, 1993, in addition to the assumed conversion 
   of the Convertible Notes, the fully diluted earnings per share computation 
   also assumes the conversion of Series A Preferred Stock.  The shares used 
   in the computations are as follows (in thousands):


                                   Three months ended      Six months ended
                                         June 30,              June 30,
                                    -----------------      -----------------
                                      1994       1993         1994      1993
                                    -------   -------      -------   -------
            Primary                 172,245   164,881      172,788   164,953
            Fully diluted           205,943   198,621      206,661   246,532

<PAGE>
                                       -6-


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

Results of Operations

For the three months ended June 30, 1994, the Company reported net income of
$49.9 million, or $.12 per primary and fully diluted common share, compared to
net income of $103.0 million, or $.44 per primary common share and $.39 per
fully diluted common share, for the three months ended June 30, 1993.

Revenue for the second quarter ended June 30, 1994 was $1.8 billion, down 7%
from $1.9 billion for the second quarter ended June 30, 1993.  The largest
declines occurred in Europe, where revenue was weaker than anticipated, and in
the Government Systems business, which continues to be impacted by a decline
in government spending and increased competition.  The Company anticipates 
a positive turn in European revenue by the fourth quarter.  Sales revenue
declined 18% to $1.0 billion from $1.2 billion in last years' second quarter, 
due to decreases in sales of enterprise systems and servers, departmental
servers and desktop systems, software and custom defense systems.  Services
revenue increased 31% to $487.3 million from $370.9 million in last years' 
second quarter as the Company continued to implement its strategy to 
aggressively grow its services and systems integration business.  Equipment
maintenance revenue declined 8% to $336.2 million from $364.5 million last 
year, due principally to a decline in equipment sales and improved product
reliability.

Total gross profit margin was 35% in the second quarter of 1994 compared to
39% in the same period a year earlier.  Sales gross profit margin was 40% in
the current period compared to 42% last year; services gross profit margin was
22% in the current quarter compared to 23% last year; and equipment
maintenance gross profit margin was 39% in the current quarter compared to 44%
in the comparable period a year ago.  Gross profit margins are expected to be
pressured by competitive pricing and the continuing shift to lower margin
products and services.

In the second quarter of 1994, selling, general and administrative expenses
were $391.3 million compared to $410.3 million in the second quarter of 1993.
The decline was principally due to the effects of cost containment actions.

Research and development expenses were $117.6 million in the quarter ended
June 30, 1994 compared to $124.1 million a year earlier.

As a result of the above, operating income was $119.1 million for the three
months ended June 30, 1994 or 7% of revenue, compared to $217.7 million, or
11% of revenue, in the year ago period.  The decline in operating income was
principally due to lower revenue and lower gross profit margin.  Partially
offsetting these declines were further cost reductions.

<PAGE>
                                       -7-

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

Interest expense was $50.9 million compared to $59.7 million a year earlier,
principally reflecting lower average debt levels.

Other income in the second quarter of 1994 was $2.0 million compared to an
expense of $6.5 million in the year ago period.  The change is principally due
to the effects of foreign currency translation.  Partially offsetting this is
a charge under the 1991 "Ill Wind" settlement agreement, which requires the 
Company to make contingency payments based on proceeds from asset sales and on
net income.  Other income in the second quarter of 1994 includes a charge of 
$4.3 million for such contingency payments compared to zero in the year ago 
period.  The maximum contingent amount payable for 1994 under this settlement 
agreement is $30.0 million, of which $10.3 million has been expensed through 
June 30, 1994.  The maximum contingent amount payable for 1993 was $20.0 
million, all of which was provided for in the first quarter of 1993.

It is the Company's policy to minimize its exposure to foreign currency
fluctuations.  On a net basis, and after taking into account the cost of the
Company's hedging program, foreign currency effects had a minimal effect on
pretax results for the three months ended June 30, 1994.

Estimated income taxes were $20.3 million in the second quarter of 1994
compared to $48.5 million in the second quarter of 1993.

For the six months ended June 30, 1994, net income was $109.9 million, or $.29
per primary and $.28 per fully diluted common share, on revenue of $3.5
billion.  Net income for the six months ended June 30, 1993 was $363.6
million, or $1.83 per primary and $1.48 per fully diluted common share, on
revenue of $3.8 billion.  Net income for the six months ended June 30, 1994
included a cost of $7.7 million, or $.04 per fully diluted common share, as a
result of an extraordinary charge for repurchases of debt.  Net income for the
six months ended June 30, 1993 included an extraordinary charge of $26.4
million, or $.11 per fully diluted common share, and a credit of $230.2
million, or $.94 per fully diluted common share, as a result of the adoption
of new accounting standards.

Extraordinary Items and Accounting Changes

During the six months ended June 30, 1994, the Company repurchased and
redeemed $112.5 million of debt.  The associated costs resulted in an
extraordinary charge of $7.7 million, net of $5.1 million of income tax
benefits, or $.04 per fully diluted common share.

<PAGE>
                                       -8-

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

Effective January 1, 1994, the Company adopted the Financial Accounting
Standards Board's Statement of Financial Accounting Standards ("SFAS") 112,
"Employers' Accounting for Postemployment Benefits," and SFAS 115, "Accounting
for Certain Investments in Debt and Equity Securities."  SFAS 112 establishes
financial accounting standards for employers that provide benefits to former
or inactive employees after employment but before retirement.  SFAS 115
establishes financial accounting standards for investments in equity
securities that have readily determinable fair values and for all investments
in debt securities.  The effect of adoption of these statements on the
Company's consolidated financial position and results of operations was
immaterial.

In April 1993, the Company settled lawsuits with Honeywell Inc. in connection
with its sale of the Sperry Aerospace Group in December 1986.  As a result of
the settlement, in the six months ended June 30, 1993, the Company recorded an
extraordinary charge of $26.4 million, net of $16.8 million of income tax
benefits, or $.11 per fully diluted common share.

Effective January 1, 1993, the Company adopted SFAS 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions," and SFAS 109,
"Accounting for Income Taxes."   The adoption of SFAS 106 decreased net income
for the six months ended June 30, 1993 by $194.8 million, net of $124.5
million of income tax benefits, or $.79 per fully diluted common share, and
the adoption of SFAS 109 increased net income for the six months ended June
30, 1993 by $425.0 million, or $1.73 per fully diluted common share.

Financial Condition

During the six months ended June 30, 1994, net cash provided from operations
was $29.7 million compared to $411.9 million in the same period a year
earlier.  Cash flow from operations decreased from a year ago as inventories
increased and less cash was generated from accounts receivable.

Investments in properties and rental equipment during the first half of 1994
were $96.8 million compared to $96.7 million in last years' first half.

At June 30, 1994, total debt was $1.9 billion, a decline of $110.2 million
from December 31, 1993 principally due to the repurchases and redemptions
discussed above.  The Company intends to continue repurchases or redemptions
from time to time.  Cash, cash equivalents and marketable securities at June
30, 1994 were $528.1 million compared to $950.5 million at December 31, 1993.
During the six months ended June 30, 1994, debt net of cash and marketable
securities increased $312.2 million.  As a percent of total capital, debt net
of cash and marketable securities at June 30, 1994 was 35% compared to 29% at
December 31, 1993.

<PAGE>
                                       -9-

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

Dividends paid on preferred stock amounted to $168.0 million during the first
half of 1994 compared to $92.1 million in the year ago period.  The current
year amount includes full payment for all dividend arrearages.

Stockholders' equity decreased $42.8 million during the first six months of
1994, principally reflecting net income of $109.9 million, offset by preferred
dividends of $154.7 million.

At June 30, 1994, the Company had deferred tax assets in excess of deferred
tax liabilities of $1,123 million.  For the reasons cited below, management
believes that it is more likely than not that $773 million of such assets will
be realized, therefore resulting in a valuation allowance of $350 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
varying 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 $2.3 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 beyond the year 2003.  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 computer
industry has undergone dramatic changes and there can be no assurance that in
the future there could 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.

In 1994, the Company may settle certain open tax years with the Internal
Revenue Service, which could result in cash payments by the Company of
approximately $125 million.  These payments will not affect earnings since
provision for these taxes has been made in prior years.

<PAGE>
                                       -10-


P
ART II - OTHER INFORMATION


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

(a)    The Company's 1994 Annual Meeting of Stockholders (the "Annual Meeting")
       was held on April 28, 1994 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:

           Gail D. Fosler -- 140,485,469 votes for; 1,579,541 votes withheld

           Melvin R. Goodes -- 140,494,551 votes for; 1,570,459 votes withheld

           Edwin A. Huston -- 140,535,981 votes for; 1,529,029 votes withheld

           Robert McClements, Jr. -- 140,515,021 votes for; 1,549,989 votes
                                     withheld

       2.  A proposal to ratify the selection of the Company's independent
           auditors for 1994 -- 140,641,810 votes for; 839,867 votes against;
           583,333 abstentions



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, 1994, the Company filed no Current
       Reports on Form 8-K.

<PAGE>
                                       -11-


                                      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 12, 1994                      By: /s/ Deborah C. Hopkins
                                                -----------------------------
                                                Deborah C. Hopkins
                                                Vice President and Controller
                                                (chief accounting officer)

<PAGE>
                                       -12-


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

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

11.1                Statement of Computation of Earnings
                    Per Share for the six months ended
                    June 30, 1994 and 1993

11.2                Statement of Computation of Earnings
                    Per Share for the three months ended
                    June 30, 1994 and 1993

12                  Statement of Computation of Ratio
                    of Earnings to Fixed Charges





<TABLE>
                                                                      EXHIBIT 11.1

                                  UNISYS CORPORATION
                    STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
             FOR THE SIX MONTHS ENDED JUNE 30, 1994 and 1993 (UNAUDITED)
                            (Millions, except share data)
<CAPTION>
                                                           1994            1993
                                                           ----            ----
<S>                                                    <C>             <C>
Primary Earnings Per Common Share
Average Number of Outstanding Common Shares            170,618,828     162,229,245
Additional Shares Assuming Exercise of Stock Options     2,169,494       2,723,267
                                                       -----------     -----------
Average Number of Outstanding Common Shares and
  Common Share Equivalents                             172,788,322     164,952,512
                                                       ===========     ===========

Income Before Extraordinary Items and Changes
  in Accounting Principles                                  $117.6          $159.8
Dividends on Series A, B and C Preferred Stock               (60.1)          (61.0)
                                                            ------          ------
Primary Earnings on Common Shares Before Extraordinary
  Items and Changes in Accounting Principles                  57.5            98.8
Extraordinary Items                                           (7.7)          (26.4)
Effect of Changes in Accounting Principles                                   230.2
                                                            ------          ------
Primary Earnings on Common Shares                           $ 49.8          $302.6
                                                            ======          ======

Primary Earnings Per Common Share
  Before Extraordinary Items and Changes
    in Accounting Principles                                 $ .33           $ .60
  Extraordinary Items                                         (.04)           (.16)
  Effect of Changes in Accounting Principles                                  1.39
                                                            ------          ------
  Total                                                      $ .29           $1.83
                                                            ======          ======

Fully Diluted Earnings Per Common Share
Average Number of Outstanding Common
 Shares and Common Share Equivalents                   172,788,322     164,952,512
Additional Shares:
  Assuming Conversion of:

    Series A Preferred Stock                                            47,712,453
    8 1/4% Convertible Notes                            33,698,698      33,699,634
  Attributable to Stock Options                            174,229         167,598
                                                       -----------     -----------
Common Shares Outstanding Assuming Full Dilution       206,661,249     246,532,197
                                                       ===========     ===========

Primary Earnings on Common Shares Before Extraordinary
  Items and Changes in Accounting Principles                $ 57.5          $ 98.8
Exclude Dividends on Series A Preferred Stock                                 53.5
Interest Expense on 8 1/4% Convertible Notes,
  Net of Applicable Tax                                        8.9             9.0
                                                            ------          ------

Fully Diluted Earnings on Common Shares Before
  Extraordinary Items and Changes in Accounting Principles    66.4           161.3
Extraordinary Items                                           (7.7)          (26.4)
Effect of Changes in Accounting Principles                                   230.2
                                                            ------          ------
Fully Diluted Earnings on Common Shares                     $ 58.7          $365.1
                                                            ======          ======

Fully Diluted Earnings Per Common Share
  Before Extraordinary Items and Changes
    in Accounting Principles                                 $ .32           $ .65
  Extraordinary Items                                         (.04)           (.11)
  Effect of Changes in Accounting Principles                                   .94
                                                            ------          ------
  Total                                                      $ .28           $1.48
                                                            ======          ======
</TABLE>




<TABLE>
                                                                   EXHIBIT 11.2

                                  UNISYS CORPORATION
                    STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
            FOR THE THREE MONTHS ENDED JUNE 30, 1994 and 1993 (UNAUDITED)
                            (Millions, except share data)
<CAPTION>
                                                           1994            1993
                                                           ----            ----
<S>                                                    <C>             <C>
Primary Earnings Per Common Share

Average Number of Outstanding Common Shares            170,746,889     162,468,876
Additional Shares Assuming Exercise of Stock Options     1,498,461       2,411,870
                                                       -----------     ----------
Average Number of Outstanding Common Shares and
  Common Share Equivalents                             172,245,350     164,880,746
                                                       ===========     ===========

Net Income                                                  $ 49.9          $103.0
Dividends on Series A, B and C Preferred Stock               (30.0)          (30.6)
                                                            ------          ------

Primary Earnings on Common Shares                           $ 19.9          $ 72.4
                                                            ======          ======

Primary Earnings Per Common Share                           $  .12          $  .44
                                                            ======          ======

Fully Diluted Earnings Per Common Share

Average Number of Outstanding Common
 Shares and Common Share Equivalents                   172,245,350     164,880,746
Additional Shares:
  Assuming Conversion of 8 1/4% Convertible Notes       33,697,762      33,699,634
  Attributable to Stock Options                                             40,403
                                                       -----------     -----------

Common Shares Outstanding Assuming Full Dilution       205,943,112     198,620,783
                                                       ===========     ===========

Primary Earnings on Common Shares                           $ 19.9          $ 72.4
Interest Expense on 8 1/4% Convertible Notes,
  Net of Applicable Tax                                        4.5             4.5
                                                            ------          ------

Fully Diluted Earnings on Common Shares                     $ 24.4          $ 76.9
                                                            ======          ======

Fully Diluted Earnings Per Common Share                     $  .12          $  .39
                                                            ======          ======
</TABLE>






<TABLE>
                                                                                    EXHIBIT 12

                                           UNISYS CORPORATION
                     COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
                                            ($ in millions)
<CAPTION>
                                           Six
                                        Months
                                         Ended
                                       June 30               Years Ended December 31
                                       -------   ----------------------------------------------
                                          1994     1993    1992      1991       1990       1989
                                       -------   ----------------------------------------------
<S>                                     <C>      <C>     <C>     <C>         <C>        <C>
Income (loss) before income taxes       $165.5   $503.4  $435.6  $(1,288.3)  $(337.3)   $(554.3)
Add (deduct) share of loss (income)
  of associated companies                 (9.3)    14.5     3.2       (6.5)    (51.8)     (50.0)
                                        ------   ------  ------  ---------   -------    -------
    Subtotal                             156.2    517.9   438.8   (1,294.8)   (389.1)    (604.3)
                                        ------   ------  ------  ---------   -------    -------

Interest expense (net of interest
  capitalized)                           102.9    241.7   340.6      407.6     446.7      425.7
Amortization of debt issuance
  expenses                                 3.1      6.6     4.8        1.8       1.5        1.6
Portion of rental expense
  representative  of interest             38.0     76.0    84.3       86.4      82.5       78.8
                                        ------   ------  ------  ---------   -------    -------

     Total Fixed Charges                 144.0    324.3   429.7      495.8     530.7      506.1
                                        ------   ------  ------  ---------   -------    -------

Earnings (loss) before estimated
  income taxes and fixed charges        $300.2   $842.2  $868.5    $(799.0)  $ 141.6    $( 98.2)
                                        ======   ======  ======  =========   =======    =======

Ratio of earnings to fixed charges        2.08     2.60    2.02      (a)       (a)         (a)
                                        ======   ======  ======  =========   =======    =======
<FN>
(a) Earnings in 1991, 1990 and 1989 were inadequate to cover fixed charges by $1,294.8 million,
    $389.1 million and $604.3 million, respectively.
</TABLE>