The following is a letter from Chairman and CEO James Unruh to Unisys 
employees who are stockholders in the company, as well as to all other 

As I believe we all know, our success as a company and individually is 
directly related to how well we serve and nurture our customers.  
Everything starts with the customer.  Satisfied and loyal customers are 
the lifeblood of our business and the reference base upon which we get 
new customers, upon which we grow the business and upon which additional 
opportunities develop for each of us.

In our business, an important buyer value for our customers is confidence 
in and stability of their strategic supplier.  Thus, it is paramount that 
we complete all the hard work we have put in to create our three 
businesses/one company structure and continue to effectively serve our 
customers with integrated solutions.

We have an issue in front of us that potentially could be very disruptive 
to our efforts and create uncertainty with our customers -- exactly what 
our competitors would love.

That issue is the stockholder proposal to spin-off our three businesses 
into three publicly traded companies.  After careful analysis, the Unisys 
Board of Directors concluded that separation of the three units would 
jeopardize the business of all three units. Others agree.   A BT 
Securities analyst said, "It is difficult to imagine how any of these 
units as currently configured would operate without benefit of the other 

The issues of severe financial and business risks inherent in the 
proposal are presented in detail in the proxy statement, and are being 
explained directly to key shareholder groups as they consider their proxy 

As our employee stockholders consider their vote, I think they, more than 
any other group, can understand the uncertainty a significant vote for 
the spin-off could create among customers as we proceed to restructure 
our company.

The consensus of financial analysts is that the success of Unisys depends 
on strong implementation of the new three businesses/one company 
structure.  Customers expect that is what we are about.  And that is what 
a Dean Witter Reynolds analyst meant when he told The Wall Street Journal 
in discussing the proposal that, "My bet would be that investors are 
going to understand they have to leave this company alone right now."

You are doing a remarkable job in addressing implementation issues under 
very trying circumstances.  It is not easy.  But we can return the 
company to profitability by following the path we are on, with benefits 
for all.

As we go forward, we do not need the uncertainty in our customer base 
that a favorable response to the stockholder proposal could bring. I urge 
our employee stockholders, who hold about 10% of all  common shares, to 
vote "against" the spin-off proposal.  If stockholders need a proxy card 
to cast their votes, please call The Office of the Corporate Secretary at 
Net 423-4042 or (215) 986-4042.

Again, I want to thank all employees for their extraordinary efforts.  I 
am convinced we will succeed in creating a strong foundation in 1996 that 
will take us into the next century as a premier "information management"