SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20059



                          SCHEDULE 13G


           Under the Securities Exchange Act of 1934

                      (Amendment No.  1  )





NAME OF ISSUER:      Unisys Corporation


TITLE OF CLASS OF SECURITIES:   Unisys Corporation Common 
                                Stock



CUSIP NUMBER:        909214-100





Check the following box if a fee is being paid with this 
statement: [   ]







<PAGE>


CUSIP NO.  909214-100



(1)   Names of Reporting Persons       MELLON BANK CORPORATION
      SS or IRS Identification Nos.         IRS No. 25-1233834
      of Above Persons


(2)   Check the Appropriate Box        (a)
      if a Member of a Group
      (See Instructions)               (b)


(3)   SEC Use Only


(4)   Citizenship or Place                        United States
      of Organization


Number of Shares   (5)  Sole Voting    
Beneficially            Power           1,405,000
Owned by Each      
Reporting Person
With               (6)  Shared Voting  
                        Power              91,000
                   
                   (7)  Sole
                        Dispositive    
                        Power           1,819,000
                                                    
                   (8)  Shared
                        Dispositive    
                        Power           3,196,000


(9)   Aggregate Amount Beneficially
      Owned by Each Reporting Person   24,366,330


(10)  Check if the Aggregate Amount
      in Row (9) Excludes Certain
      Shares (See Instructions)


(11)  Percent of Class Represented     
      by Amount in Row (9)                  14.92


(12)  Type of Reporting Person         HC
      (See Instructions)






                            - 2(a) -

<PAGE>


CUSIP NO.  909214-100



(1)   Names of Reporting Persons       MELLON BANK, N.A.
      SS or IRS Identification Nos.         IRS No. 25-0659306
      of Above Persons


(2)   Check the Appropriate Box        (a)
      if a Member of a Group
      (See Instructions)               (b)


(3)   SEC Use Only


(4)   Citizenship or Place                        United States
      of Organization


Number of Shares   (5)  Sole Voting       705,000
Beneficially            Power
Owned by Each      
Reporting Person
With               (6)  Shared Voting      91,000
                        Power
                   
                   (7)  Sole
                        Dispositive       707,000
                        Power
                                                             
                   (8)  Shared
                        Dispositive     1,005,000
                        Power


(9)   Aggregate Amount Beneficially
      Owned by Each Reporting Person   21,033,330


(10)  Check if the Aggregate Amount
      in Row (9) Excludes Certain
      Shares (See Instructions)


(11)  Percent of Class Represented             12.89
      by Amount in Row (9)


(12)  Type of Reporting Person         BK
      (See Instructions)






                            - 2(b) -

<PAGE>


CUSIP NO.  909214-100



(1)   Names of Reporting Persons       UNISYS CORPORATION
      SS or IRS Identification Nos.    EMPLOYEES SAVINGS THRIFT
      of Above Persons                 PLAN TRUST
                                             IRS No. 25-6350135
                                                                

(2)   Check the Appropriate Box        (a)
      if a Member of a Group
      (See Instructions)               (b)


(3)   SEC Use Only


(4)   Citizenship or Place                        United States
      of Organization


Number of Shares   (5)  Sole Voting             0
Beneficially            Power
Owned by Each      
Reporting Person
With               (6)  Shared Voting           0
                        Power
                   
                   (7)  Sole
                        Dispositive             0
                        Power
                   
                   (8)  Shared
                        Dispositive             0
                        Power


(9)   Aggregate Amount Beneficially
      Owned by Each Reporting Person   19,321,330*
      * See Exhibit II (A).


(10)  Check if the Aggregate Amount
      in Row (9) Excludes Certain
      Shares (See Instructions)


(11)  Percent of Class Represented          11.84
      by Amount in Row (9)


(12)  Type of Reporting Person         EP
      (See Instructions)




                            - 2(c) -
<PAGE>


               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                          SCHEDULE 13G
        (Under the Securities and Exchange Act of 1934)

Item 1(a)          Name of Issuer:

                   Unisys Corporation

Item 1(b)   Address of Issuer's Principal Executive Offices:

                   Township Line & Union Meetings Rd.
                   Blue Bell, PA  19424
      
Item 2 (a)  Name of Person Filing:

                   Mellon Bank Corporation and its Subsidiaries 
                   (including but not limited to the 
                   Subsidiaries of The Boston Company, Inc.) as 
                   listed on Exhibit I and Unisys Corporation 
                   Employees Savings Thrift Plan Trust

Item 2(b)   Address of Principal Business Office, or if None, 
            Residence:

                   Mellon Bank Corporation
                   One Mellon Bank Center
                   Pittsburgh, Pennsylvania  15258

Item 2(c)   Citizenship:

                   United States

Item 2(d)   Title of Class of Securities:

                   Unisys Corp. Common Stock

Item 2(e)   CUSIP Number:

                   909214-100

Item 3             If this statement is filed pursuant to Rules 
                   13d-1(b), or 13d-2(b), check whether the 
                   person filing is a:

            (a)    [ ]  Broker or Dealer registered under 
                        Section 15 of the Act.
            (b)    [X]  Bank as defined in Section 3(a)(6) of 
                        the Act.





                             - 3 -
<PAGE>


SCHEDULE 13G  (Continued)


             (c)  [ ]   Insurance Company as defined in Section 
                        3(a)(19) of the Act.
             (d)  [ ]   Investment Company registered under 
                        Section 8 of the Investment Company Act.
             (e)  [ ]   Investment Advisor registered under 
                        Section 203 of the Investment Advisers 
                        Act of 1940.
             (f)  [X]   Employee Benefit Plan, Pension Fund 
                        which is subject to the provisions of 
                        the Employee Retirement Income Security 
                        Act of 1974 or Endowment Fund; see 
                        Section 240.13d-1(b)(1)(ii)(F).
             (g)  [X]   Parent Holding Company, in accordance 
                        with Section 240.13-d(1)(b)(ii)(G).  
                        (Note:  See Item 7)
             (h)  [ ]   Group, in accordance with Section 
                        240.13d(1)(b)(ii)(H).

Item 4  Ownership:

        (a)  Amount beneficially owned:           24,336,330*
             * See Exhibit II (A), (C).

        (b)  Percent of class:                         14.92
        (c)  Number of shares as to
             which person has:

          (i)     Sole power to vote or
                  to direct the vote:              1,405,000

         (ii)     Shared power to vote
                  or to direct the vote:              91,000

         (iii)    Sole power to dispose
                  or to direct the
                  disposition of shares:           1,819,000

         (iv)     Shared power to dispose
                  or to direct the
                  disposition of shares:           3,196,000

Item 5  Ownership of Five Percent or Less of a Class:

             N/A










                             - 4 -
<PAGE>


SCHEDULE 13G  (Continued)


Item 6  Ownership of More than Five Percent on Behalf of 
        Another Person:

             All of the securities are beneficially owned by 
             Mellon Bank Corporation and subsidiaries in their 
             various fiduciary capacities.  As a result, 
             another entity in every instance is entitled to 
             dividends or proceeds of sale.  The number of 
             individual accounts holding an interest of 5% or 
             more is 1.  Employee Benefit Trust: 19,321,330   
             11.84%.

Item 7  Identification and Classification of the Subsidiary 
        Which Acquired the Security Being Reported by the 
        Parent Holding Company:

             This Schedule is filed on behalf of Mellon Bank 
             Corporation and its Subsidiaries (including but 
             not limited to the Subsidiaries of The Boston 
             Comppany, Inc.) as noted on Exhibit I.

Item 8  Identification and Classification of Members of the 
        Group:

             N/A

Item 9  Notice of Dissolution of Group:

             N/A

Item 10 Certification:

             By signing below I certify that, to the best of my 
             knowledge and belief, the securities referred to 
             above were acquired in the ordinary course of 
             business and were not acquired for the purpose of 
             and do not have the effect of changing or 
             influencing the control of the issuer of such 
             securities and were not acquired in connection 
             with or as a participant in any transaction having 
             such purposes or effect.














                             - 5 -

<PAGE>

SIGNATURE

After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this 
statement is true, complete and correct.

Date:   February  9, 1994

MELLON BANK CORPORATION                           


By /s/ Michael E. Bleier
  Michael E. Bleier
  General Counsel





MELLON BANK, N.A. 


By /s/ Stephen A. Yoder
  Stephen A. Yoder
  Assistant General Counsel





MELLON BANK, N.A. AS TRUSTEE
OF THE UNISYS CORPORATION
EMPLOYEES SAVINGS THRIFT
PLAN TRUST


By /s/ Stephen A. Yoder       
  Stephen A. Yoder
  Assistant General Counsel

















                            - 6(a) -
<PAGE>


                            EXHIBIT I



The shares reported on the attached Form 13G are held by the 
following subsidiaries of Mellon Bank Corporation (including but 
not limited to the Subsidiaries of The Boston Company, Inc.) as 
marked (X):


(A)     (X) Boston Safe Deposit and Trust Company
        (X) Boston Safe Deposit and Trust Company of California
            Boston Safe Deposit and Trust Company of New York
        (X) Mellon Bank, N.A.
            Mellon Bank (Delaware) National Association
            Mellon Bank (MD)

(B)     (X) Franklin Portfolio
            Laurel Capital Advisors
        (X) Mellon Capital Management Corporation
            Mellon Equity Associates
            The Boston Company Advisors, Inc.
            The Boston Company Financial Strategies, Inc.
            The Boston Company Institutional Investors, Inc.





        The Item 3 classification of each of the subsidiaries 
listed under (A) above is "Item 3(b) Bank as defined in Section 
3(a)(6) of the Act."


        The Item 3 classification of each of the subsidiaries 
listed under (B) above is "Item 3 (e) Investment Advisor 
registered under Section 203 of the Investment Advisers Act of 
1940."














                              - 7 -


<PAGE>


                            EXHIBIT II



(A)     Mellon Bank, N.A. is the trustee of the issuer's employee 
benefit plan (the "Plan") which is subject to ERISA.  The 
securities reported include all shares held of record by Mellon 
Bank, N.A. as trustee of the Plan.  The reporting person, 
however, disclaims beneficial ownership of all shares that have 
been allocated to the individual accounts of employee 
participants in the Plan for which directions have been received 
and followed.



(B)     This number includes securities not outstanding which are 
subject to options, warrants, rights or conversion privileges 
that are exercisable within 60 days.



(C)     The filing of this Schedule 13G shall not be construed as 
an admission that Mellon Bank Corporation, or its subsidiaries 
and affiliates, including Mellon Bank, N.A., are, for the 
purposes of this Section 13(d) or 13(g) of the Act, the 
beneficial owners of any securities covered by this Schedule 13G.



























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