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 September 30, 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 September 30,
1996: 174,822,610.

<PAGE>
                                    Page 2


Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEET
                                 (Millions)

                                           Sept. 30,
                                             1996      Dec. 31,
                                         (unaudited)    1995
                                           --------  -----------
Assets
Current assets
  Cash and cash equivalents                  $  837.6    $1,114.3
  Marketable securities                           5.6         5.4
  Accounts and notes receivable, net            848.4       996.3
  Inventories
    Finished equipment and supplies             355.5       358.6
    Work in process and raw materials           336.0       315.3
  Deferred income taxes                         345.4       329.8
  Other current assets                           82.9        98.9
                                             --------    --------
  Total                                       2,811.4     3,218.6
                                             --------    --------
Long-term receivables, net                       58.5        58.7
                                             --------    --------
Properties and rental equipment               2,012.3     2,088.4
  Less accumulated depreciation               1,376.6     1,397.0
                                             --------    --------
  Properties and rental equipment, net          635.7       691.4
                                             --------    --------
Cost in excess of net assets acquired         1,001.6     1,014.6
Investments at equity                           277.0       298.9
Deferred income taxes                           682.6       682.6
Other assets                                  1,231.9     1,148.4
                                             --------    --------
  Total                                      $6,698.7    $7,113.2
                                             ========    ========
Liabilities and stockholders' equity
Current liabilities
  Notes payable                              $   17.4   $    12.1

  Current maturities of long-term debt          431.0       343.5
  Accounts payable                              798.0       940.6
  Other accrued liabilities                   1,282.0     1,677.4
  Dividends payable                              26.6        30.2
  Estimated income taxes                         86.0       143.5
                                             --------    --------
  Total                                       2,641.0     3,147.3
                                             --------    --------
Long-term debt                                1,822.2     1,533.3
Other liabilities                               494.3       572.4
Stockholders' equity
  Preferred stock                             1,570.2     1,570.3
  Common stock
    issued: 1996, 175.7; 1995, 172.3              1.8         1.7
  Accumulated deficit                          (783.5)     (702.6)
  Other capital                                 952.7       990.8
                                             --------    --------
  Stockholders' equity                        1,741.2     1,860.2
                                             --------    --------
  Total                                      $6,698.7    $7,113.2
                                             ========    ========

See notes to consolidated financial statements.

<PAGE>
                                    Page 3

                             UNISYS CORPORATION
                 CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
                       (Millions, except per share data)

                              Three Months      Nine Months
                             Ended Sept. 30    Ended Sept. 30
                          ------------------  ------------------
                             1996      1995      1996      1995
                          --------  --------  --------  --------
Revenue                   $1,630.9  $1,491.7  $4,559.0  $4,476.4
                          --------  --------  --------  --------
Costs and expenses
  Cost of revenue          1,100.9   1,024.3   3,098.2   2,920.6
  Selling, general and
    administrative           353.1     380.9   1,021.7   1,085.7
  Research and development    81.2      84.7     258.6     266.4
                          --------  --------  --------  --------
                           1,535.2   1,489.9   4,378.5   4,272.7
                          --------  --------  --------  --------
Operating income              95.7       1.8     180.5     203.7

Interest expense              66.7      49.5     185.5     151.1
Other income (expense),
  net                         (7.5)     (1.1)     14.2       7.6
                          --------  --------  --------  --------
Income (loss) from
  continuing operations
  before income taxes         21.5     (48.8)      9.2      60.2
Estimated income taxes
 (benefit)                     7.3     (16.6)      3.1      20.5
                          --------  --------  --------  --------
Income (loss) from
 continuing operations        14.2     (32.2)      6.1      39.7
Income from discontinued
  operations                                                12.5
                          --------  --------  --------  --------
Net income (loss)             14.2     (32.2)      6.1      52.2
Dividends on preferred
  shares                      30.2      30.2      90.6      90.1
                          --------  --------  --------  --------
Earnings (loss) on
  common shares             $(16.0)   $(62.4)   $(84.5)   $(37.9)
                          ========  ========  ========  ========
Earnings (loss) per
  common share
Primary
 Continuing operations       $(.09)    $(.36)    $(.49)    $(.29)
 Discontinued operations                                     .07
                          --------  --------  --------  --------
    Total                    $(.09)    $(.36)    $(.49)    $(.22)
                          ========  ========  ========  ========
Fully diluted
 Continuing operations       $(.09)    $(.36)    $(.49)    $(.29)
 Discontinued operations                                     .07
                          --------  --------  --------  --------
    Total                    $(.09)    $(.36)    $(.49)    $(.22)
                          ========  ========  ========  ========

See notes to consolidated financial statements.

<PAGE>
                                    Page 4

                                UNISYS CORPORATION
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                    (Millions)

                                               Nine Months Ended
                                                  Sept. 30
                                             --------------------
                                               1996        1995
                                             --------    --------
Cash flows from operating activities
Income from continuing operations            $    6.1     $ 39.7
Add (deduct) items to reconcile income
  from continuing operations to net cash
  used for operating activities:
Depreciation                                    130.4      156.0
Amortization:
  Marketable software                            79.1       94.9
  Cost in excess of net assets acquired          33.8       30.5
(Increase) in deferred income taxes             (15.6)      (7.4)
Decrease in receivables, net                    120.3       20.0
(Increase) in inventories                       (17.1)     (67.4)
(Decrease) in accounts payable and other
  accrued liabilities                          (504.7)    (352.2)
(Decrease) in estimated income taxes            (57.5)     (83.3)
(Decrease) in other liabilities                 (70.6)      (4.4)
(Increase) in other assets                      (41.5)     (96.6)
Other                                           (15.4)      18.8
                                             --------   --------
Net cash used for operating activities         (352.7)    (251.4)
                                             --------   --------

Cash flows from investing activities
  Proceeds from investments                   1,414.0    2,628.0
  Purchases of investments                   (1,418.6)  (2,642.6)
  Proceeds from marketable securities                       14.4
  Proceeds from sales of properties              23.7       28.1
  Investment in marketable software             (83.8)     (92.2)
  Capital additions of properties and
    rental equipment                            (98.6)    (142.4)
  Purchases of businesses                       (13.0)     (39.2)
                                              -------   --------
Net cash used for investing activities         (176.3)    (245.9)
                                             --------   --------
Cash flows from financing activities
  Proceeds from issuance of debt                700.9         --
  Principal payments of debt                   (339.6)     (67.9)
  Net proceeds from short-term borrowings         1.6        9.3
  Dividends paid on preferred shares            (90.6)     (90.0)
  Other                                            .4        2.8
                                             --------   --------
Net cash provided by (used for)
  financing activities                          272.7     (145.8)
                                             --------   --------
Effect of exchange rate changes on
  cash and cash equivalents                      (8.6)       7.2
                                             --------   --------
Net cash used for continuing operations        (264.9)    (635.9)
                                             --------   --------

Discontinued operations
  Proceeds from sale                                       862.0
  Other                                         (11.8)    (281.5)
                                             --------   --------
Net cash (used for) provided by
  discontinued operations                       (11.8)     580.5
                                             --------   --------
Decrease in cash and
  cash equivalents                             (276.7)     (55.4)
Cash and cash equivalents, beginning
  of period                                   1,114.3      868.4
                                             --------   --------
Cash and cash equivalents, end of period     $  837.6    $ 813.0
                                             ========   ========

See notes to consolidated financial statements.

<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 and nine months ended September 30, 1996 and
    1995, the computation of primary earnings per share is based on
    the weighted average number of outstanding common shares.  None
    of the periods presented includes common stock equivalents or
    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        Nine Months Ended
                         September 30,             September 30,
                     --------------------      -------------------
                       1996         1995         1996        1995
                     -------      -------      -------     -------
   Primary           172,970      171,387      172,370     171,185
   Fully diluted     172,970      171,387      172,370     171,185


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.

Results of Operations

For the three months ended September 30, 1996, the Company
reported net income of $14.2 million, compared to a net loss of
$32.2 million for the three months ended September 30, 1995.  On
a per-share basis, the third-quarter net loss was $.09 per
primary and fully diluted common share after preferred dividends,
compared to a loss of $.36 per primary and fully diluted common
share a year ago.

Revenue and cost of revenue by business group is presented below
(in millions of dollars):
                                                Infor-
                                                mation    Global  Computer
                                      Elimi-  Services  Customer   Systems
                            Total    nations     Group  Services     Group
Three Months Ended        --------   -------  --------  --------  --------
September 30, 1996
- ------------------
Customer revenue          $1,630.9              $483.8    $505.0    $642.1
Intercompany                         $(101.5)      1.3      17.1      83.1
                          --------   -------    ------    ------    ------
Total revenue             $1,630.9   $(101.5)   $485.1    $522.1    $725.2
                          ========   =======    ======    ======    ======

Cost of revenue           $1,100.9  $(  90.0)   $392.6    $368.3    $430.0
                          ========   =======    ======    ======    ======

Three Months Ended
September 30, 1995
- ------------------
Customer revenue          $1,491.7              $453.3    $476.8    $561.6
Intercompany                         $(139.7)               27.4     112.3
                          --------   -------    ------    ------    ------
Total revenue             $1,491.7   $(139.7)   $453.3    $504.2    $673.9
                          ========   =======    ======    ======    ======

Cost of revenue           $1,024.3   $(139.7)   $386.1    $350.9    $427.0
                          ========   =======    ======    ======    ======

Total customer revenue for the quarter ended September 30, 1996
was $1.63 billion, up 9% from $1.49 billion for the quarter ended
September 30, 1995.  Revenue was up in each of the three business groups.

Customer revenue from Information Services increased 7% in the
quarter. The revenue growth rate was lower than in recent
quarters due in part to management-imposed constraints in
selected market areas in an effort to improve profitability.  In
Global Customer Services, customer revenue increased 6% from
year-ago levels led by growth in Network Enable Services and
Desktop Services revenue.  Customer revenue in Computer Systems
increased 14% due in large part to a major contract for more than
50,000 electronic voting machines.

<PAGE>
                                    Page 7

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

Total gross profit margin was 32% in the third quarter of 1996
compared to 31% in the year-ago period.  The increase in gross
profit margin in the quarter was principally due to product mix
and cost reduction actions.

The Company has experienced delays in the availability of certain
large-scale enterprise servers designed to replace the high end
of the 2200 product family, as the testing of the complex new
chip architecture progresses.  The Company is currently on plan
to meet its revised shipment schedule for these products.  As
previously anticipated, the delay will preclude the Company from
reaching the level of shipments and profitability initially
expected for the full year.

In the third quarter of 1996, selling, general and administrative
expenses were $353.1 million compared to $380.9 million in the
third quarter of 1995, and research and development expenses were
$81.2 million compared to $84.7 million a year earlier.  The
declines were largely due to the Company's cost reduction actions.

As a result of the above, operating income was $95.7 million in
the current period compared to $1.8 million last year.

Interest expense in the third quarter of 1996 was $66.7 million
compared to $49.5 million in the year ago period.  The increase
was due to the issuance of $724.0 million of debt in March of
1996 discussed below.

Other expense, which can vary from quarter to quarter, was $7.5
million in the three months ended September 30, 1996 compared to
$1.1 million in the three months ended September 30, 1995.

Income from continuing operations before income taxes for the
three months ended September 30, 1996 was $21.5 million compared
to a loss of $48.8 million for the three months ended September
30, 1995.

Estimated income taxes were a charge of $7.3 million for the
three months ended September 30, 1996 compared to a benefit of
$16.6 million in the year-ago period.

For the nine months ended September 30, 1996, income from
continuing operations was $6.1 million, or a loss of $.49 per
primary and fully diluted common share.  In the nine-month period
one year ago, income from continuing operations was $39.7
million, or a loss of $.29 per primary and fully diluted common
share.  In the year-ago period, total net income was $52.2
million, or a loss of $.22 per primary and fully diluted share,
including income of $12.5 million, or $.07 per primary and fully
diluted share, from discontinued operations.

<PAGE>
                                    Page 8

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

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 expense 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.

In June of 1996, SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities"
was issued.  SFAS No. 125 specifies accounting and reporting
standards for transfers and servicing of financial assets and
extinguishments of liabilities.  This statement is effective for
transactions occurring after December 31, 1996.  The Company is
currently assessing the potential impact of the adoption of SFAS
No. 125.

Financial Condition

Cash, cash equivalents and marketable securities at September 30,
1996 were $843.2 million compared to $1.1 billion at December 31,
1995.  During the nine months ended September 30, 1996, cash used
for operating activities was $352.7 million compared to cash
usage of $251.4 million during the nine months ended September
30, 1995.  The increase in cash usage was due in large part to
reductions in payables and accruals, including amounts related to
restructuring.  Cash used for investing activities during the
first nine months of 1996 was $176.3 million compared to $245.9
million a year ago.  The decrease was principally due to a
reduction in investments in properties and rental equipment.
Cash provided by financing activities during the period was
$272.7 million compared to cash used of $145.8 million in the
year-ago period, principally due to the issuance of $724.0
million of debt discussed below.

At September 30, 1996, total debt was $2.3 billion, an increase
of $381.7 million from December 31, 1995.  In March 1996, the
Company issued $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 $425.0 million aggregate principal amount of 12% Senior Notes
due 2003.  During the nine months ended September 30, 1996 and
1995, the Company retired $339.6 million and $67.9 million of
debt, respectively.

<PAGE>
                                    Page 9

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

During the nine months ended September 30, 1996, debt net of cash
and marketable securities increased $658.2 million to $1.4
billion.  As a percent of total capital, debt net of cash and
marketable securities was 45% at September 30, 1996 and 29% at
December 31, 1995.

On October 4, 1996, the Company issued $450.0 million of 11 3/4%
Senior Notes due 2004.  On November 4, 1996, a portion of the
proceeds was used to redeem all of the Company's $135.0 million
outstanding 8 7/8% Notes due July 15, 1997, at 100% of the principal
amount of the Notes, plus accrued interest.  The remainder of the
proceeds are being used to retire prior to maturity other
securities with near-term maturities.  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.

During the first quarter of 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 Ba3 to B1 and from B2 to B3, respectively, by
Moody's Investors Service, Inc. and from BB- to B+ and from B to
B-, respectively, by Standard and Poor's Corporation.  In August
1996, Duff & Phelps Inc. lowered its credit ratings on the
Company's senior long-term debt and subordinated debt from BB- to
B+ and from B to B-, respectively.  The lowering of the ratings
does not materially affect the interest rates that the Company
pays on its debt, nor its ability to access capital markets.

In June 1996, the Company entered into a one-year $200 million
revolving credit facility replacing the prior facility which
expired in May 1996.  The conditions precedent to a borrowing
under the facility include minimum cash balances and compliance
with net worth and interest coverage covenants.  In addition, if
any borrowings are outstanding, the Company is required to
maintain full compensating balances with the bank group unless
waived by a supermajority of the banks. The Company had never
utilized the prior facility and does not expect to utilize the
new facility.

Dividends paid on preferred stock amounted to $90.6 million
during the first nine months of 1996 compared to $90.0 million in
the year ago period.

Stockholders' equity decreased $119.0 million during the nine
months ended September 30, 1996 to $1,741.2 million, principally
reflecting preferred dividends declared of $87.0 million and
unfavorable foreign currency translation of $51.1 million.

<PAGE>
                                    Page 10

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

At September 30, 1996, the Company had deferred tax assets in
excess of deferred tax liabilities of $1,462 million.  For the
reasons cited below, management determined that it is more likely
than not that $974 million of such assets will be realized,
therefore resulting in a valuation allowance of $488 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 September 30, 1996, the Company filed
          no Current Reports on Form 8-K.

<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:  November 14, 1996              By: /s/ Janet M. Brutschea Haugen
                                          -----------------------------
                                          Janet M. Brutschea Haugen
                                          Vice President and
                                           Controller
                                          (Chief Accounting Officer)

<PAGE>
                                    Page 13


                                 EXHIBIT INDEX


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

11.1      Statement of Computation of Earnings Per Share for the nine
          months ended September 30, 1996 and 1995

11.2      Statement of Computation of Earnings Per Share for the three
          months ended September 30, 1996 and 1995

12        Statement of Computation of Ratio of Earnings to Fixed Charges

27        Financial Data Schedule




                                                                   EXHIBIT 11.1
                                                                    Page 1 of 2
                             UNISYS CORPORATION
                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                (UNAUDITED)
                        (Millions, except share data)


Primary Earnings Per Common Share                     1996            1995
                                                   -----------     -----------
Average Number of Outstanding Common Shares        172,369,855     171,184,699
Additional Shares Assuming
  Exercise of Stock Options                            430,426         816,414
                                                   -----------     -----------
Average Number of Outstanding Common Shares and
   Common Share Equivalents                        172,800,281     172,001,113
                                                   ===========     ===========

Income From Continuing Operations                       $  6.1          $ 39.7
Dividends on Series A, B and C Preferred Stock           (90.6)         ( 90.1)
Primary Earnings (Loss) on Common Shares Before         ------          ------
   Discontinued Operations                               (84.5)         ( 50.4)
Income From Discontinued Operations                                       12.5
                                                        ------          ------
Primary Earnings (Loss) on Common Shares                $(84.5)         $(37.9)
                                                        ======          ======
Primary Earnings (Loss) Per Common Share
   Continuing Operations                                 $(.49)          $(.29)
   Discontinued Operations                                                 .07
                                                        ------          ------
   Total                                                 $(.49)          $(.22)
                                                        ======          ======

Fully Diluted Earnings Per Common Share

Average Number of Outstanding Common
   Shares and Common Share Equivalents             172,800,281     172,001,113
Additional Shares:
   Assuming Conversion of Series A Preferred Stock  47,454,218      47,454,678
   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                                 32,817,316
   Attributable
 to Stock Plans                         189,269          34,992
                                                   -----------     -----------
Common Shares Outstanding Assuming Full Dilution   286,958,471     253,188,170
                                                   ===========     ===========

Primary Earnings (Loss) on Common Shares Before
  Discontinued Operations                               $(84.5)         $(50.4)
Exclude Dividends on Series A Preferred Stock             79.9            79.9
Interest Expense on 8 1/4% Convertible Notes,
  due 2000, Net of Applicable Tax                         14.4            13.3
Interest Expense on 8 1/4% Convertible Notes,
  due 2006, Net of Applicable Tax                          9.4
                                                        ------          ------
Fully Diluted Earnings on Common Shares Before
  Discontinued Operations                                 19.2            42.8
Income From Discontinued Operations                                       12.5
                                                        ------          ------
Fully Diluted Earnings on Common Shares                  $19.2           $55.3
                                                        ======          ======
Fully Diluted Earnings per Common Share
   Continuing Operations                                $  .07          $  .17
   Discontinued Operations                                                 .05
                                                        ------          ------
   Total                                                $  .07          $  .22
                                                        ======          ======

<PAGE>
                                                                   EXHIBIT 11.1
                                                                    Page 2 of 2
                             UNISYS CORPORATION
                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                (UNAUDITED)
                        (Millions, except share data)


                                                      1996            1995
                                                   -----------     -----------
Earnings (Loss) Per Common Share As Reported
Primary
  Continuing Operations                                  $(.49)          $(.29)
  Discontinued Operations                                                  .07
                                                        ------          ------
      Total                                              $(.49)          $(.22)
                                                        ======          ======
Fully Diluted
  Continuing Operations                                  $(.49)          $(.29)
  Discontinued Operations                                                  .07
                                                        ------          ------
      Total                                              $(.49)          $(.22)
                                                        ======          ======


The computation for 1996 and 1995 is based on the weighted average
number of outstanding common shares.  Neither period includes common
stock equivalents or  assumes conversion of the convertible notes or
Series A preferred stock since such conversions would have been
antidilutive.

<PAGE>
                                                                EXHIBIT 11.2

                             UNISYS CORPORATION
               STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                (UNAUDITED)
                        (Millions, except share data)


Primary Earnings Per Common Share                     1996            1995
                                                   -----------     -----------
Average Number of Outstanding Common Shares        172,970,411     171,387,269
Additional Shares Assuming Exercise of
  Stock Options                                        366,692         644,899
                                                   -----------     -----------
Average Number of Outstanding Common Shares and
   Common Share Equivalents                        173,337,103     172,032,168
                                                   ===========     ===========

Income (Loss) From Continuing Operations                $ 14.2          $(32.2)
Dividends on Series A, B and C Preferred Stock           (30.2)          (30.2)
                                                        ------          ------
Primary Earnings (Loss) on Common Shares                $(16.0)         $(62.4)
                                                        ======          ======
Primary Earnings (Loss) Per Common Share                $( .09)         $ (.36)
                                                        ======          ======

Fully Diluted Earnings Per Common Share

Average Number of Outstanding Common
   Shares and Common Share Equivalents             173,337,103     172,032,168
Additional Shares:
   Assuming Conversion of Series A Preferred Stock  47,454,135      47,454,638
   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                                 43,490,909
   Attributable to Stock Plans                         334,225
                                                   -----------     -----------
Common Shares Outstanding Assuming Full Dilution   298,313,759     253,184,193
                                                   ===========     ===========

Primary Earnings (Loss) on Common Shares                $(16.0)         $(62.4)
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                          4.2
                                                        ------          ------
Fully Diluted Earnings (Loss) on Common Shares           $19.6          $(31.4)
                                                        ======          ======

Fully Diluted Earnings (Loss) per Common Share           $ .07          $ (.12)
                                                        ======          ======
Earnings (Loss) Per Common Share As Reported
Primary                                                  $(.09)         $ (.36)
                                                        ======          ======

Fully Diluted                                            $(.09)         $ (.36)
                                                        ======          ======


The computation for 1996 and 1995 is based on the weighted average
number of outstanding common shares.  Neither period includes common
stock equivalents or assumes conversion of the convertible notes or
Series A preferred stock since such conversions would have been
antidilutive.



<TABLE>
                                                                                    Exhibit 12

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


                                    Nine
                                    Months
                                    Ended               Years Ended December 31
                                    Sept 30, -------------------------------------------
                                    1996      1995     1994     1993     1992      1991
                                    ----      ----     ----     ----     ----      ----
<S>                                 <C>     <C>      <C>       <C>      <C>    <C>
Income (loss) from continuing
 operations before income taxes     $  9.2  $(781.1) $  14.6   $370.9   $301.3 $(1,425.6)
Add (deduct) share of loss (income)
 of associated companies             (14.0)     5.0     16.6     14.5      3.2      (6.5)
                                    ------  -------  -------   ------   ------ ---------
  Subtotal                            (4.8)  (776.1)    31.2    385.4    304.5  (1,432.1)
                                    ------  -------  -------   ------   ------ ---------

Interest expense (net of interest
 capitalized)                        185.5    202.1    203.7    241.7    340.6     407.6
Amortization of debt issuance
 expenses                              4.5      5.1      6.2      6.6      4.8       1.8
Portion of rental expense
 representative of interest           48.9     65.3     65.0     70.5     78.8      80.9
                                    ------  -------  -------   ------   ------ ---------
  Total Fixed Charges                238.9    272.5    274.9    318.8    424.2     490.3
                                    ------  -------  -------   ------   ------ ---------
Earnings (loss) from continuing
 operations before income taxes
 and fixed charges                  $234.1  $(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 nine months ended September 30, 1996 and for the years ended December 31,
    1995 and 1991 were inadequate to cover fixed charges by approximately $4.8 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
              SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
              REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>  1,000,000
       
<S>                                          <C>
<PERIOD-TYPE>                                9-MOS
<FISCAL-YEAR-END>                            DEC-31-1996
<PERIOD-END>                                 SEP-30-1996
<CASH>                                               838
<SECURITIES>                                           6
<RECEIVABLES>                                        935
<ALLOWANCES>                                         (77)
<INVENTORY>                                          692
<CURRENT-ASSETS>                                   2,811
<PP&E>                                             2,012
<DEPRECIATION>                                     1,376
<TOTAL-ASSETS>                                     6,699
<CURRENT-LIABILITIES>                              2,641
<BONDS>                                            1,822
<PREFERRED-MANDATORY>                                  0
<PREFERRED>                                        1,570
<COMMON>                                               2
<OTHER-SE>                                           169
<TOTAL-LIABILITY-AND-EQUITY>                       6,699
<SALES>                                            1,994
<TOTAL-REVENUES>                                   4,559
<CGS>                                              1,230
<TOTAL-COSTS>                                      3,098
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       5
<INTEREST-EXPENSE>                                   186
<INCOME-PRETAX>                                        9
<INCOME-TAX>                                           3
<INCOME-CONTINUING>                                    6
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                           6
<EPS-PRIMARY>                                       (.49)
<EPS-DILUTED>                                       (.49)
        

</TABLE>