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 March 31, 1996.


[ ]  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 March 31,
1996: 173,403,099.

<PAGE>
                                   Page 2


Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

<TABLE>
                             UNISYS CORPORATION
                          CONSOLIDATED BALANCE SHEET
                                 (Millions)
<CAPTION>
                                         March 31,
                                           1996         December 31,
                                        (Unaudited)         1995
                                        ----------------------------
<S>                                      <C>              <C>
Assets
Current Assets
Cash and cash equivalents                $ 1,403.1        $1,114.3
Marketable securities                          5.8             5.4
Accounts and notes receivable, net           898.5           996.3
Inventories
  Finished equipment and supplies            365.7           358.6
  Work in process and raw materials          344.6           315.3
Deferred income taxes                        329.8           329.8
Other current assets                          85.0            98.9
                                           -------         -------
Total                                      3,432.5         3,218.6
                                           -------         -------

Long-term receivables, net                    60.1            58.7
                                           -------         -------
Properties and rental equipment            2,076.4         2,088.4
Less-Accumulated depreciation              1,401.0         1,397.0
                                           -------         -------
Properties and rental equipment, net         675.4           691.4
                                           -------         -------
Cost in excess of net assets acquired      1,006.5         1,014.6
Investments at equity                        287.2           298.9
Deferred income taxes                        682.6           682.6
Other assets                               1,192.3         1,148.4
                                           -------         -------
Total                                     $7,336.6        $7,113.2
                                           =======         =======

Liabilities and stockholders' equity
Current liabilities
Notes payable                             $   14.3        $   12.1

Current maturities of long-term debt         344.0           343.5
Accounts payable                             813.2           940.6
Other accrued liabilities                  1,415.9         1,677.4
Dividends payable                             26.6            30.2
Estimated income taxes                        95.5           143.5
                                           -------         -------
Total                                      2,709.5         3,147.3
                                           -------         -------

Long-term debt                             2,251.8         1,533.3
Other liabilities                            566.3           572.4
Stockholders' equity
Preferred stock                            1,570.3         1,570.3
Common stock, issued:
  1996, 174.3; 1995, 172.3                     1.7             1.7
Accumulated deficit                         (742.6)         (702.6)
Other capital                                979.6           990.8
                                           -------         -------
Stockholders' equity                       1,809.0         1,860.2
                                           -------         -------
Total                                     $7,336.6        $7,113.2
                                           =======         =======
<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
                                              Ended March 31
                                       ---------------------------
                                            1996            1995
                                       ------------    -----------
<S>                                       <C>             <C>
Revenue                                   $1,423.1        $1,464.9
                                          --------        --------
Costs and expenses
  Cost of revenue                            984.2           923.5
  Selling, general and administrative        322.0           332.7
  Research and development                    96.0            95.5
                                          --------        --------
                                           1,402.2         1,351.7
                                          --------        --------

Operating income                              20.9           113.2

Interest expense                              50.5            50.5
Other income (expense), net                    9.3           (14.3)
                                          --------        --------
Income (loss) from continuing
  operations before income taxes             (20.3)           48.4
Estimated income taxes (benefit)             ( 6.9)           16.3
                                          --------        --------
Income (loss) from continuing operations     (13.4)           32.1
Income from discontinued operations                           12.5
                                          --------        --------
Net income (loss)                            (13.4)           44.6
Dividends on preferred shares                 30.2            29.9
                                          --------        --------
Earnings (loss) on common shares          $  (43.6)       $   14.7
                                          ========        ========

Earnings (loss) per common share
Primary
  Continuing operations                   $   (.25)       $    .02
  Discontinued operations                                      .07
                                          --------        --------
  Total                                   $   (.25)       $    .09
                                          ========        ========
Fully diluted
  Continuing operations                   $   (.25)       $    .02
  Discontinued operations                                      .07
                                          --------        --------
  Total                                   $   (.25)       $    .09
                                          ========        ========
<FN>
See notes to consolidated financial statements.
</TABLE>


<PAGE>
                                     Page 4

<TABLE>
                               UNISYS CORPORATION
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                   (Millions)
<CAPTION>
                                                  Three Months Ended
                                                       March 31
                                               ------------------------
                                                  1996           1995
                                               ---------       --------
<S>                                            <C>             <C>
Cash flows from operating activities
Income (loss) from continuing operations       $   (13.4)      $   32.1
Add (deduct) items to reconcile income
   (loss) from continuing operations to
   net cash (used for) operating activities:
Depreciation                                        44.6           58.6
Amortization:
   Marketable software                              28.7           34.4
   Cost in excess of net assets acquired            10.4           10.2
Decrease in deferred income taxes                                    .1
Decrease in receivables, net                        94.9           40.2
(Increase) in inventories                         ( 36.4)        ( 27.7)
(Decrease) in accounts payable and other
   accrued liabilities                           ( 378.3)       ( 290.1)
(Decrease) in estimated income taxes              ( 48.1)        ( 37.7)
Increase in other liabilities                         .6            1.8
(Increase) in other assets                        ( 27.7)        ( 10.0)
Other                                              ( 1.5)           7.0
                                                 -------         ------
Net cash used for operating activities           ( 326.2)       ( 181.1)
                                                 -------         ------

Cash flows from investing activities
Proceeds from investments                          713.4        1,002.8
Purchases of investments                         ( 718.2)     ( 1,007.9)
Proceeds from marketable securities                                 2.0
Proceeds from sales of properties                   14.9            7.4
Investment in marketable software                 ( 14.9)        ( 27.8)
Capital additions of properties
 and rental equipment                             ( 34.6)        ( 52.7)
Purchases of businesses                            ( 7.1)         ( 8.1)
                                                 -------         ------
Net cash used for investing activities            ( 46.5)        ( 84.3)
                                                 -------         ------

Cash flows from financing activities
  Proceeds from issuance of debt                   700.9
  Principal payments of debt                      (   .3)       (  17.2)
  Net proceeds from short-term borrowings            2.2           17.1
  Dividends paid on preferred shares              ( 30.2)       (  30.0)
  Other                                               .2             .2
                                                 -------         ------

Net cash provided by (used for)
  financing activities                             672.8        (  29.9)
                                                 -------         ------
Effect of exchange rate changes on
   cash and cash equivalents                       ( 7.1)           4.5
                                                 -------         ------
Net cash provided by (used for)
   continuing operations                           293.0        ( 290.8)
Net cash used for discontinued operations          ( 4.2)        ( 13.4)
                                                 -------         ------
Increase (decrease) in cash and
  cash equivalents                                 288.8        ( 304.2)
Cash and cash equivalents, beginning of period   1,114.3          868.4
                                                 -------         ------

Cash and cash equivalents, end of period        $1,403.1        $ 564.2
                                                ========        =======
<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 of 1995, the Company sold its defense business for cash of $862
   million.  The net results of the  defense operations for the three months
   ended March 31, 1995 have been reported separately in the Consolidated
   Statement of Income as "income from discontinued operations."

   The following is a summary of the results of operations of the Company's
   defense business for the three months ended March 31, 1995 (in millions of
   dollars):


   Revenue                           $258.1
                                     ======
   Income from operations, net
   of taxes of $6.5 million          $ 12.5
                                     ======

b.  For the three months ended March 31, 1996, the computation of primary
    earnings per share is based on the weighted average number of outstanding
    common shares.  The computation for the three months ended March 31, 1995
    includes additional shares assuming the exercise of stock options. Neither
    period assumes conversion of the 8 1/4% Convertible Subordinated Notes due
    2000 and 2006, or the Series A Preferred Stock since such conversions
    would have been antidilutive.  The shares used in the computations are
    as follows (in thousands):

                                 Three Months Ended
                                      March 31,
                                 -------------------
                                 1996           1995
                                 ----           ----

            Primary           171,437        171,821
            Fully diluted     171,437        171,821


c.  Certain prior year amounts have been reclassified to conform with the 1996
    presentation.

<PAGE>
                                   Page 6


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

Overview

In the first quarter of 1996, the Company implemented a new business
structure announced in the fourth quarter of 1995.  Under the new
structure, the Company operates as one company with three business units
- -- Information Services Group, Global Customer Services and Computer
Systems Group.  This realignment, which is intended to improve
competitiveness and reduce costs, involves a major reengineering
of the Company's business operations.

In connection with the realignment, the Company recorded a pre-tax
restructuring charge of $717.6 million in the fourth quarter of 1995 to
cover work force reductions, consolidation of office facilities and
manufacturing capacity and product and program discontinuances.  The
restructuring is proceeding on plan.  As part of these actions, in the
first quarter of 1996, the Company announced the details of its plans to
reduce manufacturing space worldwide from approximately 1,000,000 square
feet to 250,000 square feet over the next 18 months.  This reduction
reflects technology changes and the Company's increased use of common
platforms and commodity components in its computer systems.

As expected, the realignment had a disruptive effect on the Company's
results of operations in the first quarter of 1996.  In addition, first
quarter revenue and margins reflect fewer shipments of large-scale
systems as the Company shifts to a new product cycle in the enterprise
server family.

Results of Operations

For the three months ended March 31, 1996, the Company reported a loss
from continuing operations of $13.4 million, or $.25 per primary and
fully diluted common share, compared to income from continuing operations
of $32.1 million, or $.02 per primary and fully diluted common share, for
the three months ended March 31, 1995.  Total net income in the year-ago
period was $44.6 million, or $.09 per primary and fully diluted share,
including $12.5 million, or $.07 per primary and fully diluted share,
from discontinued operations.

<PAGE>
                                   Page 7

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


<TABLE>
Revenue by group is presented below (in millions of dollars):
<CAPTION>
                                         Information  Global    Computer
                                Elimi-   Services     Customer  Systems
                      Total     nations  Group        Services  Group
                      -----     -------  -----------  --------  --------
<S>                  <C>        <C>        <C>        <C>       <C>
Three Months Ended
March 31, 1996

Customer revenue     $1,423.1              $404.3     $464.1    $554.7
Intercompany                    $(109.3)      4.0       17.8      87.5
                     --------   --------   ------     ------    ------
Total revenue        $1,423.1   $(109.3)   $408.3     $481.9    $642.2
                     ========   ========   ======     ======    ======

Three Months Ended
March 31, 1995

Customer revenue     $1,464.9              $354.6     $427.4    $682.9
Intercompany                    $(118.7)                27.0      91.7
                     --------   --------   ------     ------    ------
Total revenue        $1,464.9   $(118.7)   $354.6     $454.4    $774.6
                     ========   ========   ======     ======    ======
</TABLE>

Total customer revenue for the quarter ended March 31, 1996 was $1.42
billion, down 3% from $1.46 billion for the quarter ended March 31, 1995
principally due to disruptions caused by the transition in the Company's
business structure and the transition in the product portfolio.

Customer revenue from Information Services increased 14% in the quarter
due to higher systems integration and outsourcing revenue.  In Global
Customer Services, customer revenue increased 9% from year-ago levels led
by strong growth in Network Enable Services and Desktop Services revenue.
Customer revenue in Computer Systems declined 19% as the Company moves into
the early stages of a new product cycle in its enterprise server family.

Total gross profit margin was 31% in the first quarter of 1996 compared to
37% in the year-ago period.  The decline in gross profit margin in the
quarter was principally due to the continuing shift to lower-margin products
and services and the transition to the new product cycle in the Computer
Systems business.  In addition, contract performance problems, principally
associated with large multi-year, fixed-price systems integration contracts,
have adversely affected margins.

<PAGE>
                                   Page 8

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

In the first quarter of 1996, selling, general and administrative expenses 
were $322.0 million compared to $332.7 million in the first quarter of 1995, 
and research and development expenses were $96.0 million compared to $95.5 
million a year earlier. 

As a result of the above, operating income was $20.9 million in the current 
period compared to $113.2 million last year.

Other income in the three months ended March 31, 1996 was $9.3 million 
compared to an expense of $14.3 million in the three months ended March 31, 
1995.  The change was due in large part to foreign exchange gains in the 
current year, compared with losses a year ago, and higher interest income.

Income from continuing operations before income taxes for the three months 
ended March 31, 1996 was a loss of $20.3 million compared to income of $48.4 
million for the three months ended March 31, 1995.

Estimated income taxes were a benefit of $6.9 million for the three months 
ended March 31, 1996 compared to a provision of $16.3 million in the year 
ago period.

The net loss for the first quarter of 1996 was $13.4 million compared to net 
income of $44.6 million for the first quarter of 1995.  The year-ago period 
included income of $12.5 million from discontinued operations.

Effective January 1, 1996, the Company adopted Statement of Financial 
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of 
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and SFAS 
No. 123, "Accounting for Stock-Based Compensation".  SFAS No. 123 requires 
the recognition of, or disclosure of, compensation expenses for grants of 
stock options or other equity instruments issued to employees based upon 
their fair value.  As permitted by SFAS 123, the Company elected the 
disclosure requirements, instead of recognition of compensation expense, and 
therefore will continue to apply existing accounting rules.  The Company will 
comply with the disclosure requirements of SFAS No. 123 in its 1996 audited 
financial statements.  The adoption of these statements had no effect on the 
Company's consolidated financial position, consolidated statement of income, 
or liquidity.

<PAGE>
                                   Page 9

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

Financial Condition

During the three months ended March 31, 1996, cash used for operating 
activities was $326.2 million compared to cash usage of $181.1 million 
during the three months ended March 31, 1995.  The increase in cash used 
was due in large part to reductions in payables and accruals, including 
amounts related to restructuring.

Investments in properties and rental equipment during the first quarter of 
1996 were $34.6 million compared to $52.7 million in the prior year.

In March 1996, the Company issued $724.0 million of debt as follows: (a) 
$299.0 million aggregate principal amount of 8 1/4% Convertible Subordinated 
Notes due 2006, which are convertible into an aggregate of 43.5 million 
shares of the Company's common stock at a conversion price of $6.875 per 
share, and (b) $425.0 million aggregate principal amount of 12% Senior Notes 
due 2003.

During the three months ended March 31, 1996 and 1995, the Company retired 
$.3 million and $17.2 million of debt, 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.

At March 31, 1996, total debt was $2.6 billion, an increase of $721.2 million 
from December 31, 1995, due to the issuances discussed above.  Cash, cash 
equivalents and marketable securities at March 31, 1996 were $1.4 billion 
compared to $1.1 billion at December 31, 1995.  During the three months ended 
March 31, 1996, debt net of cash and marketable securities increased $432.0 
million to $1.2 billion.  As a percent of total capital, debt net of cash and 
marketable securities was 40% at March 31, 1996 and 29% at December 31, 1995.

During the three months ended March 31, 1996, the credit ratings for the 
Company's public debt were lowered.  The credit ratings on the Company's 
senior long-term debt and subordinated debt were lowered from BB- to B1 and 
from B2 to B3, respectively, by Moody's Investors Service and from BB- to B+ 
and from B to B-, respectively, by Standard and Poor's Corporation.

The current $325 million revolving credit facility expires on May 31, 1996.  
The Company has never borrowed under this facility. The Company is currently 
in discussions with bankers regarding a successor facility.

The Company has on file with the Securities and Exchange Commission an 
effective registration statement covering $201 million of debt or equity 
securities which enables the Company to be prepared for future market 
opportunities.

<PAGE>
                                   Page 10
											  
Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations (Cont'd).


Dividends paid on preferred stock amounted to $30.2 million during the 
first quarter of 1996 compared to $30.0 million in the year ago quarter.

Stockholders' equity decreased $51.2 million during the three months ended 
March 31, 1996 to $1,809.0 million, principally reflecting the net loss of 
$13.4 million, preferred dividends declared of $26.6 million and unfavorable 
foreign currency translation of $12.1 million.

At March 31, 1996, the Company had deferred tax assets in excess of deferred 
tax liabilities of $1,457 million.  For the reasons cited below, management 
determined that it is more likely than not that $958 million of such assets 
will be realized, therefore resulting in a valuation allowance of $499 
million.  In assessing the likelihood of realization of this asset, the 
Company considered various factors including its forecast of future taxable 
income and available tax planning strategies that could be implemented to 
realize deferred tax assets.

The principal methods used to assess the likelihood of realization were the 
Company's forecast of future taxable income, which was adjusted by applying 
probability factors to the achievement of this forecast, and tax planning 
strategies.  The combination of forecasted taxable income and tax planning 
strategies are expected to be sufficient to realize the entire amount of net 
deferred tax assets.  Approximately $2.8 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.  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 assurances that in the future there 
would not be increased competition or other factors that 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.

<PAGE>
                                     Page 11


P
art II - OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K
- -------   --------------------------------

 (a)      Exhibits
          --------

          See Exhibit Index


 (b)      Reports on Form 8-K
          -------------------

          During the quarter ended March 31, 1996, the Company filed three
          Current Reports on Form 8-K dated February 26, 1996, March 4, 1996
          and March 29, 1996, respectively to report under items 5 and 7 of
          such 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: May 15, 1996                  By: /s/ Edward A. Blechschmidt
      -----------                       --------------------------
                                        Senior Vice President
                                        and Chief Financial Officer

<PAGE>
                                     Page 13


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

Exhibit
Number         Description
- -------        -----------
 10            Amendment, dated February 22, 1996, to the 1990 Unisys
               Long-Term Incentive Plan

 11            Statement of Computation of Earnings Per Share for the three
               months ended March 31, 1996 and 1995.

 12            Statement of Computation of Ratio of Earnings to Fixed Charges

 27            Financial Data Schedule




                               AMENDMENT TO THE

                     1990 UNISYS LONG-TERM INCENTIVE PLAN



1.	Section 7.01(a) of the Unisys Long-Term Incentive Plan is amended
and restated, effective February 1, 1996, to read as follows:

	"(a)	Issuance of Restricted Shares.  As soon as practicable after
the Date of Grant of a Restricted Share Award by the Committee, Unisys
shall cause to be transferred on the books of the Company, shares of
Company Common Stock, evidencing the Restricted Shares covered by the
Award, but subject to forfeiture to Unisys as of the Date of Grant if
an Award Agreement with respect to the Restricted Shares covered by
the Award is not duly executed by the Participant and timely returned
to Unisys.  At the discretion of the Company, the shares will be
registered on behalf of the Participant in book entry form or will be
registered in the name of the Participant with a stock certificate,
appropriately legended to reference the applicable restrictions, duly
issued.  All shares of Company Common Stock covered by Awards under
this Article VII shall be subject to the restrictions, terms and
conditions contained in the Plan and Award Agreement entered into by
the Participant."





<TABLE>
                                                                    EXHIBIT 11
                                                                   Page 1 of 2

                               UNISYS CORPORATION
                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
             FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                  (UNAUDITED)
                         (Millions, except share data)
<CAPTION>
Primary Earnings Per Common Share                       1996          1995
                                                     -----------   -----------
<S>                                                  <C>           <C>
Average Number of Outstanding Common Shares          171,436,655   170,988,159
Additional Shares Assuming Exercise of Stock Options     442,240       832,788
                                                     -----------   -----------
Average Number of Outstanding Common Shares and
   Common Share Equivalents                          171,878,895   171,820,947
                                                     ===========   ===========
Income (Loss) From Continuing Operations                 $( 13.4)       $ 32.1
Dividends on Series A, B and C Preferred Stock            ( 30.2)       ( 29.9)
                                                          ------        ------
Primary Earnings (Loss) on Common Shares Before
   Discontinued Operations                                ( 43.6)          2.2
Income From Discontinued Operations                                       12.5
                                                          ------        ------
Primary Earnings (Loss) on Common Shares                 $( 43.6)       $ 14.7
                                                          ======        ======
Primary Earnings (Loss) Per Common Share
   Continuing Operations                                  $( .25)        $ .02
   Discontinued Operations                                                 .07
                                                          ------        ------
   Total                                                  $( .25)         $.09
                                                          ======        ======

Fully Diluted Earnings Per Common Share

Average Number of Outstanding Common
   Shares and Common Share Equivalents               171,878,895   171,820,947
Additional Shares:
   Assuming Conversion of Series A Preferred Stock    47,454,386    47,454,699
   Assuming Conversion of 8 1/4% Convertible
     Notes due 2000                                   33,697,387    33,697,387
   Assuming Conversion of 8 1/4% Convertible
     Notes due 2006
                                   11,470,130
   Attributable to Stock Options                          34,969        13,802
                                                     -----------   -----------
Common Shares Outstanding Assuming Full Dilution     264,535,767   252,986,835
                                                     ===========   ===========

Primary Earnings (Loss) on Common Shares Before
   Discontinued Operations                               $( 43.6)       $  2.2
Exclude Dividends on Series A Preferred Stock               26.6          26.6
Interest Expense on 8 1/4% Convertible Notes,
   due 2000, Net of Applicable Tax                           4.8           4.4
Interest Expense on 8 1/4% Convertible Notes,
   due 2006, Net of Applicable Tax                           1.1
                                                          ------        ------
Fully Diluted Earnings (Loss) on Common Shares
   Before Discontinued Operations                         ( 11.1)         33.2
Income From Discontinued Operations                                       12.5
                                                          ------        ------
Fully Diluted Earnings (Loss) on Common Shares           $( 11.1)        $45.7
                                                          ======        ======

Fully Diluted Earnings (Loss) per Common Share
   Continuing Operations                                  $( .04)        $ .05
   Discontinued Operations                                                 .13
                                                          ------        ------
   Total                                                  $( .04)        $ .18
                                                          ======        ======
</TABLE>


<PAGE>

<TABLE>
                                                                    EXHIBIT 11
                                                                   Page 2 of 2

                               UNISYS CORPORATION
                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
             FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                  (UNAUDITED)
                         (Millions, except share data)
<CAPTION>
                                                        1996          1995
                                                     -----------   -----------
<S>                                                  <C>           <C>
Earnings (Loss) Per Common Share As Reported

Primary
   Continuing Operations                                  $( .25)       $ .02
   Discontinued Operations                                                .07
                                                          ------        -----
   Total                                                  $( .25)       $ .09
                                                          ======        =====

Fully Diluted
   Continuing Operations                                  $( .25)       $ .02
   Discontinued Operations                                                .07
                                                          ------        -----
   Total                                                  $( .25)       $ .09
                                                          ======        =====
<FN>
The computation for 1996 is based on the weighted average number of
outstanding common shares.  In addition, the computation for 1995
includes common stock equivalents.  Neither period assumes conversion
of the convertible notes or Series A preferred stock since such
conversions would have been antidilutive.
</TABLE>




<TABLE>
                                                                                    Exhibit 12

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


                                      Three
                                      Months
                                      Ended
                                      March
                                        31,               Years Ended December 31
                                     --------  ------------------------------------------------
                                        1996     1995     1994     1993     1992       1991
                                     --------  ------  -------  -------  -------  ----------
<S>                                  <C>      <C>      <C>      <C>      <C>      <C>
Income (loss) from continuing
   operations before income taxes    $( 20.3) $(781.1)  $ 14.6   $370.9   $301.3   $(1,425.6)
Add (deduct) share of loss (income)
   of associated companies            ( 1.2)      5.0     16.6     14.5      3.2      ( 6.5)
                                     ------    ------   ------   ------  --------     ------
      Subtotal                        (21.5)   (776.1)    31.2    385.4    304.5    (1,432.1)
                                     ------    ------   ------   ------  --------     ------
Interest expense
   (net of interest capitalized)       50.5     202.1    203.7    241.7    340.6      407.6
Amortization of
   debt issuance expenses               1.2       5.1      6.2      6.6      4.8        1.8
Portion of rental expense
   representative of interest          16.3      65.3     65.0     70.5     78.8       80.9
                                     ------    ------   ------   ------  --------     -----
      Total Fixed Charges              68.0     272.5    274.9    318.8    424.2      490.3
                                     ------    ------   ------   ------  --------     -----
Earnings (loss) from continuing
   operations before income taxes
   and fixed charges                 $ 46.5   $(503.6)  $306.1   $704.2   $728.7    $(941.8)
                                     ======    ======   ======   ======  ========     =====
Ratio of earnings to fixed charges     (a)       (a)      1.11     2.21      1.72      (a)
                                     ======    ======   ======   ======  ========     =====
<FN>
(a) Earnings for the three months ended March 31, 1996 and for the years ended December 31, 1995
    and 1991 were inadequate to cover fixed charges by approximately $21.5 million, $776.1
    million and $1,432.1 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
              MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
              REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>  1,000,000
       
<S>                                          <C>
<PERIOD-TYPE>                                3-MOS
<FISCAL-YEAR-END>                            DEC-31-1996
<PERIOD-END>                                 MAR-31-1996
<CASH>                                             1,403
<SECURITIES>                                           5
<RECEIVABLES>                                        978
<ALLOWANCES>                                         (74)
<INVENTORY>                                          710
<CURRENT-ASSETS>                                   3,433
<PP&E>                                             2,076
<DEPRECIATION>                                     1,401
<TOTAL-ASSETS>                                     7,337
<CURRENT-LIABILITIES>                              2,710
<BONDS>                                            2,252
<COMMON>                                               2
<PREFERRED-MANDATORY>                                  0
<PREFERRED>                                        1,570
<OTHER-SE>                                           237
<TOTAL-LIABILITY-AND-EQUITY>                       7,337
<SALES>                                              642
<TOTAL-REVENUES>                                   1,423
<CGS>                                                408
<TOTAL-COSTS>                                        984
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                    51
<INCOME-PRETAX>                                      (20)
<INCOME-TAX>                                         ( 7)
<INCOME-CONTINUING>                                  (13)
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                         (13)
<EPS-PRIMARY>                                       (.25)
<EPS-DILUTED>                                       (.25)
        

</TABLE>