SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

                            FORM 10-K


(Mark One)

 ___     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[_X_]    SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

                               OR

 ___     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
[___]    OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________.

                 Commission file number:  1-8729

                       UNISYS CORPORATION

     (Exact name of registrant as specified in its charter)

            Delaware                             38-0387840
(State or other jurisdiction of               (I.R.S. Employer
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

   Securities registered pursuant to Section 12(b) of the Act:

                                       Name of each exchange on
    Title of each class                     which registered
    -------------------                ------------------------

Common Stock, par value $.01           New York Stock Exchange
Series A Cumulative Convertible
  Preferred Stock, par value
  $1, $3.75 annual fixed dividend      New York Stock Exchange
Preferred Share Purchase Rights        New York Stock Exchange
10.30% Credit Sensitive Notes
  Due July 1, 1997                     New York Stock Exchange
8 1/4% Convertible Subordinated
  Notes Due 2000                       New York Stock Exchange
8 1/4% Convertible Subordinated
  Notes Due 2006                       New York Stock Exchange


<PAGE>
                              -2-

   Securities registered pursuant to Section 12(g) of the Act:

                              None

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 ____

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ X ]

Aggregate market value of the voting stock held by non-
affiliates:  approximately $1,152,367,082 as of March 1, 1997
The amount shown is based on the closing price of Unisys Common
Stock as reported on the New York Stock Exchange composite tape
on that date.  Voting stock beneficially held by officers and
directors is not included in the computation.  However, Unisys
Corporation has not determined that such individuals are
"affiliates" within the meaning of Rule 405 under the Securities
Act of 1933.

Number of shares of Unisys Common Stock, par value $.01,
outstanding as of March 1, 1997:  174,850,672.

               DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Unisys Corporation 1996 Annual Report to
Stockholders -- Part I, Part II and Part IV.

Portions of the Unisys Corporation Proxy Statement for 1997
Annual Meeting of Stockholders -- Part III.

<PAGE>
                              -3-


                             PART I



ITEM 1.  BUSINESS
- -----------------

     Unisys Corporation ("Unisys") is a worldwide information
management company.  Through its three business units,
Information Services Group ("ISG"), Computer Systems Group ("CSG"),
and Global Customer Services ("GCS"), Unisys provides systems
and solutions designed to enhance the productivity, competitiveness
and responsiveness of its clients.

     Unisys operates in the information management business
segment.  Financial information concerning revenue, operating
profit and identifiable assets relevant to the segment is set
forth in Note 14, "Business segment information," of the Notes to
Consolidated Financial Statements appearing in the Unisys 1996
Annual Report to Stockholders, and such information is incorporated
herein by reference.

     Principal executive offices of Unisys are located at
Township Line and Union Meeting Roads, Blue Bell, Pennsylvania
19424.

Principal Products and Services
- -------------------------------

     ISG designs, integrates, and installs information
solutions to help clients in selected market sectors improve
customer service, increase productivity, and achieve other
strategic goals.  Its major service lines are consulting, systems
integration, outsourcing, industry-specific software solutions,
document imaging, year 2000 services, decision support services
and Microsoft Windows NT application services.

     CSG provides computer hardware and software products and
systems designed to be the foundation of advanced information
solutions developed by clients, systems integrators, software
developers, resellers and other sales partners.  Its major product
lines are enterprise-class servers, network servers, desktop and
mobile systems, system software and middleware, development tools,
data and voice communications and information storage solutions.

     GCS provides services and products to help clients manage,
maintain and support their distributed network, desktop, and mobile
computing assets.  Its major service/product lines are traditional

<PAGE>
                              -4-

hardware/software maintenance and distributed computing support
services, including Network Enable network integration, life-cycle
desktop support services, technology consulting, multivendor
hardware/software maintenance, and Unisys Direct computer supplies.

     Information about revenue by business groups for the two years
ended December 31, 1996, appears under the heading "Customer revenue
by business unit" appearing in the Unisys 1996 Annual Report to
Stockholders, and such information is incorporated herein by
reference.

     Unisys markets its products and services throughout most of
the world, primarily through direct sales forces.  In certain
foreign countries, Unisys markets primarily through distributors.
Unisys manufactures a significant portion of its product lines.
Some products, including certain personal computers, peripheral
products, electronic components and subassemblies and software
products, are manufactured for Unisys to its design or
specifications by other business equipment manufacturers,
component manufacturers or software suppliers.

Raw Materials
- -------------

     Raw materials essential to the conduct of the business are
generally readily available at competitive prices in reasonable
proximity to those plants utilizing such materials.

Patents, Trademarks and Licenses
- --------------------------------

     Unisys owns many domestic and foreign patents relating to
the design and manufacture of its products, has granted licenses
under certain of its patents to others and is licensed under the
patents of others.  Unisys does not believe that its business is
materially dependent upon any single patent or license or
related group thereof.  Trademarks used on or in connection with
Unisys products are considered to be valuable assets of Unisys.

Backlog
- -------

     Unisys does not accumulate backlog information on a
company-wide basis.  Unisys believes that backlog is not a
meaningful indicator of future revenues due to the significant
portion of Unisys revenue received from software, information
services and systems integration, and support servicing
(approximately 71% in 1996) and the shortening of the time
period from receipt of a purchase order to billing upon shipment
of equipment.  Unisys "lead time" for commercial equipment (the

<PAGE>
                              -5-

time that customers are told that it will take from receipt of
an order to shipment) is between 13 and 150 days depending upon
the type of system and location of customer.  However, the
average is between 35 and 45 days.  Therefore, Unisys believes
that the dollar amount of backlog is not material to an
understanding of its business taken as a whole.

Customers
- ---------

     No single customer accounts for more than 10% of Unisys
revenue.  Sales of commercial products to various agencies of the
U.S. government represented 9% of total consolidated revenue in
1996.

Competition
- -----------

     Unisys business is affected by rapid change in technology
in the information systems and services field and aggressive
competition from many domestic and foreign companies, including
computer hardware manufacturers, software providers and
information services companies.  Unisys competes primarily on
the basis of product performance, service, technological
innovation and price.  Unisys believes that its continued
investment in engineering and research and development, coupled
with its marketing capabilities, will have a favorable impact on
its competitive position.

Research and Development
- ------------------------

     Unisys-sponsored research and development costs were $342.9
million in 1996, $404.5 million in 1995 and $458.5 million in
1994.

Environmental Matters
- ---------------------

     Capital expenditures, earnings and the competitive position
of Unisys have not been materially affected by compliance with
federal, state and local laws regulating the protection of the
environment.  Capital expenditures for environmental control
facilities are not expected to be material in 1997 and 1998.

Employees
- ---------

     As of December 31, 1996, Unisys had approximately 32,900
employees.


<PAGE>
                              -6-

International and Domestic Operations
- -------------------------------------

     Financial information by geographic area is set forth in
Note 14, "Business segment information," of the Notes to
Consolidated Financial Statements appearing in the Unisys 1996
Annual Report to Stockholders, and such information is
incorporated herein by reference.


I
TEM 2.  PROPERTIES
- -------------------

     As of December 31, 1996, Unisys had 40 major facilities in
the United States with an aggregate floor space of approximately
7.9 million square feet, located primarily in California, Illinois,
Michigan, Minnesota, Pennsylvania, Utah and Virginia.  Eight of
these facilities, with an aggregate of approximately 1.9 million
square feet of floor space, were owned by Unisys while 32 of these
facilities, with approximately 6 million square feet of floor
space, were leased to Unisys.  Of the aggregate floor space of
major facilities in the United States, approximately 5.9 million
square feet were in current operation, approximately 1.4 million
square feet were subleased to others and approximately .6 million
square feet were being held in reserve or were declared surplus
with disposition efforts in progress.

     As of December 31, 1996, Unisys had 36 major facilities
outside the United States with an aggregate floor space of
approximately 3.8 million square feet, located primarily in Belgium,
Brazil, Canada, France, Germany, South Africa, Switzerland and the
United Kingdom.  Seven of these facilities, with approximately
1.0 million square feet of floor space, were owned by Unisys while
29 of these facilities, with approximately 2.8 million square feet
of floor space, were leased to Unisys.  Of the aggregate floor
space of major facilities outside the United States, approximately
2.9 million square feet were in current operation, approximately
 .4 million square feet were subleased to others and approximately
 .5 million square feet were being held in reserve or were declared
surplus with disposition efforts in progress.


<PAGE>
                              -7-

     Unisys major facilities include offices, laboratories,
manufacturing plants, warehouses and distribution and sales
centers.  Unisys believes that its facilities are suitable and
adequate for current and presently projected needs.  Unisys
continuously reviews its anticipated requirements for
facilities, and, on the basis thereof, will from time to time
acquire additional facilities, expand existing facilities and
dispose of existing facilities or parts thereof.


ITEM 3.  LEGAL PROCEEDINGS
- --------------------------

     As of March 1, 1997, Unisys has no material pending legal
proceedings reportable under the requirements of this Item 3.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------

     No matters were submitted to a vote of security holders of
Unisys during the fourth quarter of 1996.


ITEM 10.  EXECUTIVE OFFICERS OF THE REGISTRANT
- ----------------------------------------------

     Information concerning the executive officers of Unisys set
forth below is as of March 1, 1997.

     Name                     Age        Position with Unisys
     ----                     ---        --------------------

James A. Unruh                55       Chairman of the Board
                                         and Chief Executive
                                         Officer

Gerald A. Gagliardi           49       Executive Vice President;
                                         President, Global
                                         Customer Services

George R. Gazerwitz           56       Executive Vice President;
                                         President, Computer
                                         Systems Group

Lawrence C. Russell           58       Executive Vice President;
                                         President, Information
                                         Services Group

<PAGE>
                              -8-

David O. Aker                 50       Senior Vice President,
                                         Worldwide Human Resources

Harold S. Barron              60       Senior Vice President,
                                         General Counsel and
                                         Secretary

Jack A. Blaine                52       Senior Vice President;
                                         President,
                                         Pacific Asia Americas
                                         Group

Robert H. Brust               53       Senior Vice President and
                                         Chief Financial Officer

Dewaine L. Osman              62       Senior Vice President,
                                         Information Technology
                                         and Strategic
                                         Development

Frank G. Brandenberg          50       Vice President;
                                         Group Vice President,
                                         NT Business Server
                                         Programs

Janet Brutschea Haugen        38       Vice President and
                                         Controller

James F. McGuirk II           53       Vice President; President
                                         Federal Systems Division

Jack F. McHale                48       Vice President,
                                         Investor and Corporate
                                         Communications

William G. Rowan              54       Vice President, Finance,
                                         Pacific Asia Americas
                                         Group

<PAGE>
                              -9-

     There are no family relationships among any of the above-
named executive officers.  The Bylaws provide that the officers
of Unisys shall be elected annually by the Board of Directors
and that each officer shall hold office for a term of one year
and until a successor is elected and qualified, or until the
officer's earlier resignation or removal.

     Mr. Unruh has been the Chairman of the Board and Chief
Executive Officer since 1990.  He was President and Chief
Operating Officer from 1989 to 1990 and Executive Vice President
from 1986 to 1989.  He has also held the position of Senior Vice
President and Chief Financial Officer.  Mr. Unruh has been a
member of the Board of Directors since 1986 and has been an
officer since 1982.

     Mr. Gagliardi was elected an Executive Vice President of
Unisys in May 1996.  He had been a Senior Vice President of Unisys
and President of Global Customer Services since 1995.
He held the positions of Vice President, Customer Services
Worldwide from 1994 to 1995 and Vice President and General Manager,
Customer Services and Support from 1991 to 1994.  Mr. Gagliardi
has been an officer since 1994.

     Mr. Gazerwitz was elected an Executive Vice President of
Unisys and President of Unisys Computer Systems Group in October
1996.  He had been a Vice President of Unisys and Executive Vice
President of Nihon Unisys Limited from 1994 to October 1996.
He was Vice President, Marketing, of the United States Division
from 1992 to 1994 and Vice President and Group Vice President,
Eastern Region Sales and Marketing, United States Information
Systems from 1990 to 1992.  Mr. Gazerwitz has been an officer
since 1984.

     Mr. Russell was elected an Executive Vice President of
Unisys and President of Unisys Information Services Group in
November 1995.  He was an officer of The First Manhattan
Consulting Group, a management consulting firm, from 1993 to
1995.  He was Chairman and Chief Executive Officer of Palaru
Corporation, a printing company, from 1990 to 1993.


<PAGE>
                              -10-

     Mr. Aker was elected Senior Vice President of Unisys Worldwide
Human Resources in February 1997.  He had been Vice President of
Unisys Worldwide Human Resources since 1995 and Vice President,
Human Resources, Information Services and Systems Group from 1994
to 1995.  From 1991 to 1994, he was Vice President, Human Resources
and Administration of Rolls-Royce of North America and a director
of its subsidiary, Rolls-Royce Incorporated. Mr. Aker has been an
officer since 1995.

     Mr. Barron was elected Vice President and General Counsel of
Unisys in 1991.  In 1993, he was elected Senior Vice President and
in April 1994, he was also elected Secretary.

     Mr. Blaine has been a Senior Vice President of Unisys and
President of Unisys Pacific Asia Americas Group since July 1996
He was a Vice President of Unisys and President of the Latin
America and Caribbean Division from 1995 to July 1996.  From 1990
to 1995, Mr. Blaine was Vice President of Unisys and General
Manager of the Latin America and Caribbean Group of the Pacific
Asia Americas Division.  Mr. Blaine has been an officer since 1988.

     Mr. Brust was elected Senior Vice President and Chief
Financial Officer of Unisys in February 1997.  Prior to that
time he held the position of Vice President of Finance at G. E.
Plastics, a unit of General Electric Company.  He had been with
General Electric Company since 1965.

     Mr. Osman was elected Senior Vice President, Information
Technology and Strategic Development, in 1995.  He also served as
President of Worldwide Sales and Marketing from July 1995 to
January 1996 and as President of the Pacific Asia Americas Group
from July 1995 to July 1996.  He was Vice President, Corporate
Planning and Business Development, from 1992 to 1995 and Vice
President, Commercial Marketing, from 1993 to 1994.  Prior to
1992, he had been President of Ascom Timeplex, Inc. (formerly
Timeplex, Inc., the communications networking subsidiary of
Unisys) since its divestiture by Unisys in 1991.  From 1986 to
1991, Mr. Osman was an officer of Unisys, serving as President
of the Communications and Networks Group and as President of
Timeplex, Inc. from 1989 to 1991.  He was reelected an officer
in 1992.

     Mr. Brandenberg has been Group Vice President, NT Business
Server Programs since January 1997.  From February 1996 to
January 1997, he was a Vice President of Unisys and Group Vice
President and General Manager, Personal Computers.  From 1994
to February 1996, he was a Vice President of Unisys and President,
Client/Server Systems.  He was a Vice President of Unisys and
Deputy President of the Computer Systems Group from 1992 to 1994;
and Vice President of Unisys and General Manager of the Computer
Systems Group from 1990 to 1992.  Mr. Brandenberg has been an
officer since 1990.

<PAGE>
                              -11-

     Ms. Haugen was elected Vice President and Controller of
Unisys in April 1996.  Prior to that time, she held the position
of audit partner at Ernst & Young LLP.  She had been with Ernst &
Young since 1980.

     Mr. McGuirk was elected a Vice President of Unisys in
April 1996 and has been President, Federal Systems Division,
since July 1992.  From 1991 to 1992, he was vice president and
general manager of Civilian Agency Operations for the Federal
Systems Division.

     Mr. McHale has been Vice President, Investor and Corporate
Communications, since 1989.  He was Vice President, Public and
Investor Relations, from 1986 to 1989.  Mr. McHale has been an
officer since 1986.

     Mr. Rowan has been a Vice President of Unisys since 1991.
He has been Vice President of Finance, Pacific Asia Americas
Group, since 1995.  He was Chief Information Officer of Unisys
from 1992 to 1995 and Vice President and Controller from
1991 to 1992.


<PAGE>
                              -12-


                             PART II



ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
- -------------------------------------------------------------
         STOCKHOLDER MATTERS
         -------------------

     Information as to the markets for Unisys Common Stock, the
high and low sales prices for Unisys Common Stock, the
approximate number of record holders of Unisys Common Stock, the
payment of dividends, and restrictions on such payment is set
forth under the headings "Quarterly financial information,"
"Six-year summary of selected financial data," "Common Stock
Information," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Notes 9 and 16 of the
Notes to Consolidated Financial Statements in the Unisys 1996
Annual Report to Stockholders and is incorporated herein by
reference.  The approximate number of holders is based upon
record holders as of December 31, 1996.


ITEM 6.  SELECTED FINANCIAL DATA
- --------------------------------

     A summary of selected financial data for Unisys is set forth
under the heading "Six-year summary of selected financial data"
in the Unisys 1996 Annual Report to Stockholders and is
incorporated herein by reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ----------------------------------------------------------
         CONDITION AND RESULTS OF OPERATIONS
         -----------------------------------

     Management's discussion and analysis of financial condition,
changes in financial condition and results of operations is set
forth under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Unisys
1996 Annual Report to Stockholders and is incorporated herein by
reference.

<PAGE>
                              -13-


I
TEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------

     The financial statements of Unisys, consisting of the
consolidated balance sheets at December 31, 1996 and 1995 and the
related consolidated statements of income and cash flows for
each of the three years in the period ended December 31, 1996,
appearing in the Unisys 1996 Annual Report to Stockholders,
together with the report of Ernst & Young LLP, independent
auditors, on the financial statements at December 31, 1996 and
1995 and for each of the three years in the period ended
December 31, 1996, appearing in the Unisys 1996 Annual Report to
Stockholders, are incorporated herein by reference.  Supplementary
financial data, consisting of information appearing under the
heading "Quarterly financial information" in the Unisys 1996
Annual Report to Stockholders, is incorporated herein by reference.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
- ------------------------------------------------------
         ON ACCOUNTING AND FINANCIAL DISCLOSURE
         --------------------------------------

     Not applicable.


                           PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -----------------------------------------------------------

     (a)  Identification of Directors.  Information concerning
the directors of Unisys Corporation is set forth under the
headings "Nominees for Election to the Board of Directors,"
"Members of the Board of Directors Continuing in Office -- Term
Expiring in 1998" and "Members of the Board of Directors
Continuing in Office -- Term Expiring in 1999" in the Unisys
Proxy Statement for the 1997 Annual Meeting of Stockholders
and is incorporated herein by reference.

     (b)  Identification of Executive Officers.  Information
concerning executive officers of Unisys Corporation is set forth
under the caption "EXECUTIVE OFFICERS OF THE REGISTRANT" in
Part I, Item 10, of this report.


ITEM 11. EXECUTIVE COMPENSATION
- -------------------------------

     Information concerning executive compensation is set forth
under the heading "EXECUTIVE COMPENSATION" in the Unisys Proxy
Statement for the 1997 Annual Meeting of Stockholders and is
incorporated herein by reference.

<PAGE>
                              -14-



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
- -------------------------------------------------
         OWNERS AND MANAGEMENT
         ---------------------

     (a)  FMR Corp., Edward C. Johnson 3d, Abigail P. Johnson
and Fidelity Management & Research Company, 82 Devonshire Street,
Boston, Massachusetts 02109, have jointly filed a Schedule 13G
with the Securities and Exchange Commission dated February 14, 1997,
reporting beneficial ownership of 10,317,172 shares (or 5.61%) of
Unisys Common Stock.  Of such shares 9,074,430 represent shares
issuable upon conversion of Unisys Corporation's convertible debt
securities and preferred stock.  Sole dispositive power has been
reported for 10,317,172 shares.  Sole voting power has been
reported for 822,467 shares.  To Unisys knowledge, as of
March 1, 1997, no other person was the beneficial owner of more
than 5% of the total outstanding shares of Unisys Common Stock.

     (b)  Security Ownership of Management.  Certain information
furnished by members of management with respect to shares of
Unisys equity securities beneficially owned as of March 1, 1997,
by all directors individually, by certain named officers and by
all directors and officers of Unisys as a group is set forth
under the heading "SECURITY OWNERSHIP BY CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" in the Unisys Proxy Statement for the
1997 Annual Meeting of Stockholders and is incorporated herein
by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------

     Information concerning certain relationships and
transactions between Unisys and members of its management is set
forth under the headings "EXECUTIVE COMPENSATION" and "REPORT OF
THE COMPENSATION AND ORGANIZATION COMMITTEE -- Compensation
Committee Interlocks and Insider Participation" in the Unisys
Proxy Statement for the 1997 Annual Meeting of Stockholders
and is incorporated herein by reference.


                              PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
- -------------------------------------------------------------
         ON FORM 8-K
         -----------

(a) The following documents are filed as part of this report:

1.  Financial Statements from the Unisys 1996 Annual Report to
    Stockholders which are incorporated herein by reference:

<PAGE>
                              -15-

                                                       Annual Report
                                                          Page No.
                                                       -------------
Consolidated Balance Sheet at
  December 31, 1996 and December 31, 1995.....................18

Consolidated Statement of Income for each of the
  three years in the period ended December 31, 1996...........16

Consolidated Statement of Cash Flows for each of the
  three years in the period ended December 31, 1996...........20

Notes to Consolidated Financial Statements.................23-35

Report of Independent Auditors................................36

2.   Financial Statement Schedules filed as part of this report
     pursuant to Item 8 of this report:

Schedule                                                  Form 10-K
 Number                                                    Page No.
- --------                                                  ---------

II     Valuation and Qualifying Accounts......................18

     The financial statement schedule should be read in
conjunction with the consolidated financial statements and notes
thereto in the Unisys 1996 Annual Report to Stockholders.
Financial statement schedules not included with this report have
been omitted because they are not applicable or the required
information is shown in the consolidated financial statements or
notes thereto.

     Separate financial statements of subsidiaries not
consolidated with Unisys and entities in which Unisys has a
fifty percent or less ownership interest have been omitted because
these operations do not meet any of the conditions set forth in
Rule 3-09 of Regulation S-X.

3.  Exhibits.  Those exhibits required to be filed by Item 601
    of Regulation S-K are listed in the Exhibit Index included in
    this report at pages 19 through 22.  Management contracts and
    compensatory plans and arrangements are listed as Exhibits 10.1
    through 10.22.

(b) Reports on Form 8-K.

     During the quarter ended December 31, 1996, no Current
Reports on Form 8-K were filed.


<PAGE>
                              -16-


                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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

                                    /s/ James A. Unruh
                                By: ----------------------
                                    James A. Unruh
                                    Chairman of the Board
                                    and Chief Executive Officer

                                Date: March 28, 1997

     Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
indicated on March 28, 1997.

/s/James A. Unruh               *James J. Duderstadt
- ---------------------           ---------------------
 James A. Unruh                  James J. Duderstadt
 Chairman of the Board           Director
 and Chief Executive
 Officer (principal
 executive officer) and
 Director


/s/Robert H. Brust              *Gail D. Fosler
- ---------------------           ---------------------
 Robert H. Brust                 Gail D. Fosler
 Senior Vice President and       Director
 Chief Financial Officer
(principal financial officer)

/s/Janet Brutschea Haugen       *Melvin R. Goodes
- ------------------------        ---------------------
 Janet Brutschea Haugen          Melvin R. Goodes
 Vice President, and             Director
 Controller (principal
 accounting officer)

*J. P. Bolduc                   *Edwin A. Huston
- ---------------------           ---------------------
 J. P. Bolduc                    Edwin A. Huston
 Director                        Director


<PAGE>
                              -17-

*Kenneth A. Macke               *Theodore E. Martin
- ---------------------           ---------------------
 Kenneth A. Macke                Theodore E. Martin
 Director                        Director

*Robert McClements, Jr.         *Alan E. Schwartz
- ---------------------           ---------------------
 Robert McClements, Jr.          Alan E. Schwartz
 Director                        Director



                                *By: /s/ Janet Brutschea Haugen
                                    ---------------------------
                                         Janet Brutschea Haugen
                                         Attorney-in-Fact


<PAGE>
                                    -18-

<TABLE>
                               UNISYS CORPORATION
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                   (Millions)
<CAPTION>

                                           Additions
                                Balance at Charged                     Balance
                                Beginning  to Costs                    at End
Description                     of Period  and Expenses Deductions<F1> of Period
- ------------------------------- ---------- ------------ -------------  ---------
<S>                             <C>        <C>          <C>            <C>
Allowance for Doubtful Accounts
 (deducted from accounts and
  notes receivable):

Year Ended December 31, 1994      $ 78.7      $ 5.4        $( 9.6)      $74.5

Year Ended December 31, 1995      $ 74.5      $21.0        $( 8.8)      $86.7

Year Ended December 31, 1996      $ 86.7      $ 2.5        $( 5.3)      $83.9
<FN>
<F1> Write-off of bad debts less recoveries.
</TABLE>


<PAGE>
                              -19-


                          EXHIBIT INDEX

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

 3.1        Restated Certificate of Incorporation of Unisys
            Corporation, incorporated by reference to Exhibit
            3(a) to the registrant's Annual Report on Form 10-K
            for the year ended December 31, 1992.

 3.2        By-Laws of Unisys Corporation, incorporated by
            reference to Exhibit 3 to the registrant's Quarterly
            Report on Form 10-Q for the quarterly period ended
            June 30, 1995.

 4.1        Agreement to furnish to the Commission on request a
            copy of any instrument defining the rights of the
            holders of long-term debt which authorizes a total
            amount of debt not exceeding 10% of the total assets
            of the registrant, incorporated by reference to
            Exhibit 4 to the registrant's Annual Report on Form
            10-K for the year ended December 31, 1982 (File No.
            1-145).

 4.2        Form of Rights Agreement dated as of March 7, 1986
            between Burroughs Corporation and Harris Trust
            Company of New York, as Rights Agent, which includes
            as Exhibit A, the Certificate of Designations for
            the Junior Participating Preferred Stock, and as
            Exhibit B, the Form of Rights Certificate,
            incorporated by reference to Exhibit 1 to the
            registrant's Registration Statement on Form 8-A,
            dated March 11, 1986.

 4.3        Amendment No. 1, dated as of February 22, 1996, to
            Rights Agreement, dated as of March 7, 1986, between
            Unisys Corporation, a Delaware Corporation (then named
            Burroughs Corporation) and Harris Trust Company of
            New York, as Rights Agent (incorporated by reference
            to Exhibit 4 to the registrant's Current Report on
            Form 8-K dated February 22, 1996).

 4.4        Second Rights Agreement, dated as of June 28, 1990,
            by and between registrant and Mitsui & Co., Ltd. and
            joined by Harris Trust Company of New York,
            incorporated by reference to Exhibit 4.4 to the
            registrant's Current Report on Form 8-K dated
            June 28, 1990.

<PAGE>
                              -20-

 4.5        Purchase Agreement, dated as of June 25, 1990,
            between the registrant and Mitsui & Co., Ltd.,
            incorporated by reference to Exhibit 4.3 to the
            registrant's Current Report on Form 8-K dated
            June 28, 1990.

10.1        Deferred Compensation Plan for Executives of Unisys
            Corporation, effective January 1, 1997.

10.2        Deferred Compensation Plan for Directors of Unisys
            Corporation, as amended and restated as of July 25, 1996.

10.3        Form of Executive Employment Agreement, incorporated
            by reference to Exhibit 10.1 to the registrant's
            Quarterly Report on Form 10-Q for the quarterly period
            ended June 30, 1995.

10.4        Agreement, dated October 17, 1995, between the
            registrant and Lawrence C. Russell, incorporated
            by reference to Exhibit 10.4 to the registrant's
            Annual Report on Form 10-K for the year ended
            December 31, 1995.

10.5        Employment Agreement, dated August 10, 1994,
            between the registrant and James A. Unruh,
            incorporated by reference to Exhibit 10.1 to the
            registrant's Quarterly Report on Form 10-Q for the
            quarterly period ended September 30, 1994.

10.6        Amendment, dated as of July 28, 1995, to Employment
            Agreement, dated August 10, 1994, between the
            registrant and James A. Unruh, incorporated by
            reference to Exhibit 10.4 to the registrant's
            Quarterly Report on Form 10-Q for the quarterly
            period ended June 30, 1995.

10.7        Stock Unit Plan for Directors of Unisys Corporation,
            as amended and restated as of July 25, 1996.

10.8        Summary of supplemental executive benefits provided
            to officers of Unisys Corporation, incorporated by
            reference to Exhibit 10(k) of the registrant's
            Annual Report on Form 10-K for the year ended
            December 31, 1992.


<PAGE>
                              -21-

10.9        Unisys Executive Annual Variable Compensation Plan,
            incorporated by reference to Exhibit A to the
            registrant's Proxy Statement, dated March 23, 1993,
            for its 1993 Annual Meeting of Stockholders.

10.10       1982 Unisys Long-Term Incentive Plan, as amended and
            restated through September 1, 1989, incorporated by
            reference to Exhibit 10(p) to the registrant's
            Annual Report on Form 10-K for the year ended
            December 31, 1990.

10.11       Amendment, dated December 11, 1989, to the 1982
            Unisys Long-Term Incentive Plan, incorporated by
            reference to Exhibit 10(o) to the registrant's
            Annual Report on Form 10-K for the year ended
            December 31, 1989.

10.12       Amendment, dated July 25, 1990, to 1982 Unisys Long-
            Term Incentive Plan, incorporated by reference to
            Exhibit 10(r) to the registrant's Annual Report on
            Form 10-K for the year ended December 31, 1990.

10.13       1990 Unisys Long-Term Incentive Plan, effective as
            of January 1, 1990 incorporated by reference to
            Exhibit A to the registrant's Proxy Statement, dated
            March 20, 1990, for its 1990 Annual Meeting of
            Stockholders.

10.14       Amendment, dated May 26, 1994, to 1990 Unisys
            Long-Term Incentive Plan, effective as of
            February 22, 1990, incorporated by reference to
            Exhibit 10.15 to the registrant's Annual Report on
            Form 10-K for the year ended December 31, 1994.

10.15       Amendment, dated May 25, 1995, to 1990 Unisys Long-
            Term Incentive Plan, incorporated by reference to
            Exhibit 10.2 to the registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended June 30, 1995.

10.16       Amendment, dated February 22, 1996, to 1990 Unisys
            Long-Term Incentive Plan, incorporated by reference
            to Exhibit 10 to registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended March 31, 1996.

10.17       Form of Loan Agreement including Note used for
            bridge loans to executive officers purchasing
            residences, incorporated by reference to Exhibit
            10(k) to the registrant's Annual Report on Form 10-
            K for the year ended December 31, 1986.


<PAGE>
                              -22-

10.18       Form of Loan Agreement including Note used for term
            loans to executive officers purchasing residences,
            incorporated by reference to Exhibit 10(ll) to the
            registrant's Annual Report on Form 10-K for the year
            ended December 31, 1986.

10.19       Unisys Corporation Officers' Car Allowance Program,
            effective as of July 1, 1991, incorporated by
            reference to Exhibit 10(hh) to the registrant's
            Annual Report on Form 10-K for the year ended
            December 31, 1991.

10.20       Form of Indemnification Agreement between Unisys
            Corporation and each of its Directors, incorporated
            by reference to Exhibit B to the registrant's Proxy
            Statement, dated March 22, 1988, for the 1988 Annual
            Meeting of Stockholders.

10.21       Unisys Corporation Elected Officer Pension Plan,
            effective June 1, 1988, as amended through
            January 23, 1997.

10.22       Unisys Corporation Supplemental Executive Retirement
            Income Plan, as amended and restated effective
            April 1, 1988, incorporated by reference to Exhibit
            10(aaa) to the registrant's Annual Report on Form
            10-K for the year ended December 31, 1988.

11          Computation of Earnings Per Share.

12          Computation of Ratio of Earnings to Fixed Charges.

13          Portions of the Annual Report to Stockholders of the
            registrant for the year ended December 31, 1996.

21          Subsidiaries of Unisys Corporation.

23          Consent of Ernst & Young LLP, independent auditors.

24          Power of Attorney.

27          Financial Data Schedule.




                      DEFERRED COMPENSATION PLAN

                 FOR EXECUTIVES OF UNISYS CORPORATION

                              Article I
                         Purpose & Authority
                         -------------------

      1.1   Purpose.  The purpose of the Plan is to offer Eligible
Executives the opportunity to defer receipt of a portion of their
compensation from the Corporation, under terms advantageous to both
the Eligible Executive and the Corporation.

      1.2   Effective Date.  The Board originally approved the
Officers' Plan on January 29, 1982.  The Plan has been amended and
restated from time to time since its original adoption and this
amended and restated version of the Plan is effective January 1, 1997.

      1.3   Authority.  Any decision made or action taken by the
Corporation and any of its officers or employees involved in the
administration of this Plan, or any member of the Board or the
Committee arising out of or in connection with the construction,
administration, interpretation and effect of the Plan shall be within
the absolute discretion of all and each of them, as the case may be,
and will be conclusive and binding on all parties.  No member of the
Board and no employee of the Corporation shall be liable for any act
or action hereunder, whether of omission or commission, by any other
member or employee or by any agent to whom duties
 in connection with
the administration of the Plan have been delegated or, except in
circumstances involving the member's or employee's bad faith, for
anything done or omitted to be done by himself or herself.

                              Article II
                             Definitions
                             -----------

      2.1   "Account" means, for any Participant, the memorandum
account established for the Participant under Section 4.1.

      2.2   "Account Balance" means, for any Participant as of any
date, the aggregate amount reflected in his or her Account.

      2.3   "Beneficiary" means the person or persons designated
from time to time in writing by a Participant to receive payments
under the Plan after the death of such Participant or, in the absence
of such designation or in the event that such designated person or
persons predeceases the Participant, the Participant's estate.

      2.4   "Board" means the Board of Directors of the
Corporation.

      2.5   "Committee" means the Compensation and Organization
Committee of the Board.
      2.6   "Corporation" means Unisys Corporation.

      2.7   "Deferral Election" means an election by an Eligible
Executive to defer a portion of his or her compensation from the
Corporation under the Plan, as described in Section 3.1.

      2.8   "Directors' Plan" means the Deferred Compensation Plan
for Directors of Unisys Corporation.

      2.9   "Eligible Executive" means, for any calendar year, an
individual: (1) who is employed by the Corporation at Level 25 or
above (or at Level P3 or above, if the individual is employed in the
Information Services Division of the Corporation); (2) for whom the
sum of (A) the individual's base salary from the Corporation and (B)
75 percent of the individual's Target EVC for the calendar year equals
or exceeds the maximum amount of compensation that is permitted to be
taken into account under section 401(a)(17) of the Internal Revenue
Code during a plan year that begins in the calendar year; and (3) who
is designated by the Vice President, Human Resources as an Eligible
Executive.

      2.10   "EVC" means, for any individual, the amount payable to
such individual under the Unisys Executive Annual Variable
Compensation Plan (or under any successor annual incentive plan of the
Corporation) or under any other similar annual incentive plan of the
Corporation approved by the Vice President, Human Resources.

      2.11   "Investment Measurement Option" means any of the
hypothetical investment alternatives available for determining the
additional amounts to be credited to a Participant's Account under
Section 4.2.  Effective January 1, 1997, the Investment Measurement
Options available are all of the investment options available to
eligible participants under the USP.

      2.12   "Officers' Plan" means the Deferred Compensation Plan
for Officers of Unisys Corporation, the predecessor of this Plan.

      2.13   "Participant" means an Eligible Executive or former
Eligible Executive who has made a Deferral Election and who has not
received a distribution of his or her entire Account Balance.

      2.14   "Performance Unit Compensation" means any amount
payable to an Eligible Executive in cash as a result of the Eligible
Executive's vesting in a Performance Unit award (including, but not
limited to, share unit and restricted share unit awards) made under
the terms of the 1990 Unisys Long-Term Incentive Plan, or any
successor equity-based incentive compensation plan.

      2.15   "Plan" means the Deferred Compensation Plan for
Executives of Unisys Corporation, as set forth herein and as amended
from time to time.

      2.16   "Revised Election" means an election made by a
Participant, in accordance with Section 5.2, to change the date as of
which payment of his or her Account Balance is to commence and/or the
form in which such payment is to be made.

      2.17   "Target EVC" means, for any individual, the amount
that will be payable to such individual as EVC if the criteria
applicable to such individual are satisfied.

      2.18   "USP" means the Unisys Savings Plan.

      2.19   "Valuation Date" means the last business day of each
calendar month.

                              Article III
                       Deferral of Compensation
                       ------------------------

      3.1   Deferral Election.
      (a)   During any calendar year, each individual who is an
Eligible Executive for such calendar year may, by properly completing
a Deferral Election, elect to defer:

         (1)   all or a portion of his or her salary that,
absent deferral, would be paid to him or her for services rendered
during the remainder of the current calendar year and/or the next
following calendar year;

         (2)   all or a portion of his or her EVC that, absent
deferral, would be paid to him/her in the next following calendar
year; and/or (3) all or a portion of his or her Performance Unit
Compensation that, absent deferral, would be paid to him/her in either
of the next two following calendar years; and/or

      (b)   To be effective, a Deferral Election with respect to
EVC must be made in writing by the Eligible Executive on a form
furnished by the Corporate Executive Compensation Department on or
before September 30 of the calendar year immediately preceding the
calendar year in which the amounts to be deferred, absent deferral,
would be paid to the Eligible Executive, and a Deferral Election with
respect to salary must be made in writing by the Eligible Executive on
a form furnished by the Corporate Executive Compensation Department on
or before the date that is at least three months and one day before
the date on which the amounts to be deferred, absent deferral, would
be paid to the Eligible Executive provided, however, that an
individual who becomes an Eligible Executive after the effective date
of the Plan (as set forth in Section 1.2) may make a Deferral Election
with respect to salary that, absent deferral, would be paid to him or
her during the remainder of the calendar year in which he or she
becomes an Eligible Executive and with respect to all or a portion of
the EVC that, absent deferral, would be paid to him or her in the next
following calendar year by filing the required written election with
the Corporate Executive Compensation Department on or before the date
that is 30 days after the date on which he or she becomes an Eligible
Executive.

      (c)   To be effective, a Deferral Election with respect to
Performance Unit Compensation must be made in writing by the Eligible
Executive on or before the date that is 12 months and one day before
the date on which the amounts to be deferred, absent deferral, would
be paid to the Executive.

      (d)   Once made, a Deferral Election shall become effective
upon approval by the Corporate Executive Compensation Department and
is thereafter irrevocable, except to the extent otherwise provided in
Section 5.2.  A Deferral Election will be deemed to have been approved
by the Corporate Executive Compensation Department if it is not
disapproved by the Corporate Executive Compensation Department within
ten days of the date on which it is received.

      (e)   An Eligible Executive's Deferral Election must specify
either a percentage or a certain dollar amount of his or her salary,
EVC and/or Performance Unit Compensation to be deferred under the
Plan.  In addition, the Deferral Election must specify the date on
which payment of the Eligible Executive's Account Balance is to
commence and the manner in which such payment is to be made.

         (1)   The Eligible Executive must specify the date as
of which payment of his or her Account Balance is to commence and may
specify that such payment is to commence as of:

            (A)   his or her termination of active employment
(including as a result of retirement or disability) with the
Corporation; or

            (B)   a specific date (which may be determined by
reference to the Eligible Executive's retirement or other termination
of employment) that is at least five years after the date on which the
amounts to be deferred, absent deferral, would be paid to the Eligible
Executive.

         (2)   The Eligible Executive must specify the manner in
which payment of his or her Account Balance is to be made and may
specify that such payment is to be made either in a single sum or in
annual installments.

         (3)   Notwithstanding the foregoing, an Eligible
Executive may not elect a time of benefit commencement and/or a form
of payment to the extent that such an election would cause any
payments to be made after the March 31 first following the date that
is 20 years after the date of the Eligible Executive's retirement or
other termination of employment.

      (f)   Deferrals of an Eligible Executive's salary shall be
credited to the Plan ratably throughout the year (or, where
applicable, the portion of the year) to which the Deferral Election
applies.  Deferrals of an Eligible Executive's EVC and Performance
Unit Compensation shall be credited at the time at which the EVC or
Performance Unit Compensation, absent deferral, would be payable to
the Participant.

      (g)   Unless the Deferral Election form specifically
provides otherwise, a Deferral Election with respect to salary shall
expire as of the last day of the calendar year that includes the first
day on which any amount, absent deferral, would be paid to the
Eligible Executive and a Deferral Election with respect to EVC or
Performance Unit Compensation shall expire as of the date on which the
EVC or Performance Unit Compensation that is the subject of the
Deferral Election is credited under the Plan.

      3.2   Payment of FICA and Other Taxes.  To the extent that,
as a result of a Deferral Election, the compensation currently payable
to an Eligible Executive during any period is insufficient to permit
an amount equal to the FICA and other taxes that are payable by the
Eligible Executive, and required to be withheld by the Corporation,
during that period to be withheld from such current compensation, the
Eligible Executive shall be notified by the Corporation and shall
provide the Corporation with a check in an amount equal to the
difference between the amount of FICA and other taxes payable by the
Eligible Executive during the period and the amount of compensation
otherwise currently payable to the Eligible Executive during the
period.  If the Eligible Executive does not provide such check within
the time period specified by the Corporation, the Eligible Executive's
Account Balance shall be reduced by an amount equal to the sum of (a)
the difference between the amount of FICA and other taxes payable by
the Eligible Executive, and required to be withheld by the
Corporation, during the period and the amount of compensation
otherwise currently payable to the Eligible Executive during the
period and (b) any additional Federal, state and local income taxes
payable by the Eligible Executive with respect to the reduction in his
or her Account Balance made pursuant to this Section 3.2.

                               Article IV
                     Treatment of Deferred Amounts
                     -----------------------------

      4.1   Memorandum Account.  The Corporation shall establish
on its books an Account for each Participant.  Amounts deferred by a
Participant pursuant to a Deferral Election shall be credited to the
Participant's Account on the date on which the deferred amounts,
absent deferral, would have been paid to the Participant.  In
addition, as of each Valuation Date, incremental amounts determined in
accordance with Section 4.2 will be credited or debited to each
Participant's Account.  Any payments made to or on behalf of the
Participant and for his or her Beneficiary shall be debited from the
Account.  No assets shall be segregated or earmarked in respect to any
Account and no Participant or Beneficiary shall have any right to
assign, transfer, pledge or hypothecate his or her interest or any
portion thereof in his or her Account.  The Plan and the crediting of
Accounts hereunder shall not constitute a trust or a funded
arrangement of any sort and shall be merely for the purpose of
recording an unsecured contractual obligation of the Corporation.

      4.2   Investment Measurement Options.
      (a)   Subject to the provisions of this Section 4.2, a
Participant's Account shall be credited or debited with amounts equal
to the amounts that would be earned or lost with respect to the
Participant's Account Balance if amounts equal to that Account Balance
were actually invested in the Investment Measurement Options in the
manner specified by the Participant.

      (b)   Each Eligible Executive may elect, at the same time as
a Deferral Election is made, to have one or more of the Investment
Measurement Options applied to current deferrals.  Such election with
respect to current deferrals may be changed as of the first day of any
month, provided that written notice of such election is filed prior to
the first day of that month with the Corporate Executive Compensation
Department.

      (c)   Subject to the restrictions described in Subsection
(d), a Participant may elect to change the manner in which Investment
Measurement Options apply to existing Account Balances.  Such an
election will be effective as of the first day of the month following
the date on which a written election is filed with the Corporate
Executive Compensation Department.

      (d)   The following rules apply to Investment Measurement
Options.

         (1)   The percentage of a Participant's current
deferrals and/or Account Balance to which a specified Investment
Measurement Option is to be applied must be a multiple of five
percent.
         (2)   To the extent that a Participant has not
specified an Investment Measurement Option to apply to all or a
portion of his or her current deferrals and/or Account Balance, the
Insurance Contract Fund shall be deemed to be the applicable
Investment Measurement Option.

         (3)   The chosen Investment Measurement Option or
Options shall apply to deferred amounts on and after the date on which
such amounts, absent deferral, would have been paid to the
Participant.

      (e)   The Committee shall have the authority to modify the
rules and restrictions relating to Investment Measurement Options
(including the authority to change such Investment Measurement Options
prospectively) as it, in its discretion, deems necessary and in accord
with the investment practices in place under the USP.

                               Article V
                      Payment of Deferred Amounts
                      ---------------------------

      5.1   Form and Time of Payment.  The benefits to which a
Participant or a Beneficiary may be entitled under the Plan shall be
paid in accordance with this Section 5.1.

      (a)   All payments under the Plan shall be made in cash.

      (b)   Except as otherwise provided in Sections 5.3 and 5.4,
payment of a Participant's Account Balance shall commence as of the
Valuation Date next following the date or dates specified in the
Participant's Deferral Election or Elections or (where applicable) the
Participant's Revised Election or Elections; provided, however, that
where the Participant's Deferral Election or Elections or (where
applicable) the Participant's Revised Election or Elections specify
that payments with respect to a Participant's Account Balance are to
commence as of a specified date or specified dates not determined by
reference to the Participant's retirement or other termination of
employment and the Participant terminates employment with the
Corporation prior to such date or dates, payment of the portion of the
Participant's Account Balance that was deferred to such date or dates
shall commence as of the Valuation Date next following the
Participant's termination of employment.

      (c)   All payments shall be made in the form or forms,
specified in the Participant's Deferral Election or Elections or
(where applicable) the Participant's Revised Election or Elections.

      (d)   To the extent a Participant has not specified the form
or time of payment of his or her Account Balance, payment will be made
in a single sum as soon as administratively practicable, but within 90
days, after the first Valuation Date following the Participant's
termination of employment with the Corporation.

      (e)   Where a Participant has elected payment in the form of
annual installments, each installment payment after the initial
installment payment shall be made on or about March 31 of each year
following the year in which the first installment was paid.  The
amount of each annual installment payment to a Participant or
Beneficiary shall be determined by dividing the Account Balance as of
the latest Valuation Date preceding the date of payment by the number
of installments remaining to be paid.

      (f)   Notwithstanding any election made by a Participant,
any portion of a Participant's Account Balance that has not been paid
to the Participant as of the date of his or her death shall be paid to
the Participant's Beneficiary in a single sum as soon as
administratively practicable, but within 90 days, after the Valuation
Date following the date on which the Corporation receives notification
of the Participant's death.

      5.2   Revised Election.
      (a)   Pursuant to a Revised Election, a Participant may
specify:

         (1)   a date for the commencement of the payment of the
Participant's Account Balance that is after the date specified in the
Participant's Deferral Election; and/or

         (2)   a form of payment that calls for a greater number
of annual installment payments than that specified in the
Participant's Deferral Election, or a number of annual installment
payments where the Participant specified a single sum payment in his
or her Deferral Election.


         (3)   Notwithstanding the foregoing, an Eligible
Executive may not elect a time of benefit commencement and/or a form
of payment to the extent that such an election would cause any
payments to be made after the March 31 first following the date that
is 20 years after the date of the Eligible Executive's retirement or
other termination of employment.

      (b)   If a Participant has made a Revised Election with
respect to amounts the payment of which has been deferred to a certain
date, the Participant may not thereafter make another Revised Election
with respect to amounts the payment of which, as of the date on which
such Revised Election is made and before giving effect to the Revised
Election, has been deferred to the same date.

      (c)   To be effective, a Revised Election must be:

         (1)   made in writing by the Participant on a form
furnished for such purpose by the Corporate Executive Compensation
Department;

         (2)   submitted to the Corporate Executive Compensation
Department on or before the date that is three months and one day
before the date on which the portion of the Participant's Account
Balance that is the subject of the Revised Election would, absent the
Revised Election, first become payable; and

         (3)   approved by the Corporate Executive Compensation
Department.  A Revised Election will be deemed to have been approved
by the Corporate Executive Compensation Department if it is not
disapproved by the Corporate Executive Compensation Department within
ten days of the date on which it is received.

      5.3   Special Payments.
      (a)   Notwithstanding any other provision of the Plan to the
contrary, a Participant may receive payment of all or a portion of his
or her Account Balance as soon as administratively practicable
following the receipt by the Corporate Executive Compensation
Department of the Participant's written request for such payment.

      (b)   (1)   As a condition of receiving any payment made
pursuant to Subsection 5.3(a), a Participant will be subject to, and
must elect the application of, one of the following penalties:

            (A)   payment to the Company of an amount equal
to eight percent of the amount of the payment made pursuant to
Subsection 5.3(a) and suspension of the Participant's further
participation in the Plan or any equivalent plan or plans maintained
by the Corporation or a subsidiary of the Corporation for the entire
calendar year described in "(B)" below; or

            (B)   payment to the Company of an amount equal
to six percent of the amount of the payment made pursuant to
Subsection 5.3(a), and suspension of the Participant's tax-deferred
contributions to the Plan and the USP or any equivalent plan or plans
maintained by the Corporation or a subsidiary of the Corporation for
the entire calendar year that follows the date on which the
Participant submits to the Corporate Executive Compensation Department
his or her request for payment pursuant to Subsection 5.3(a).

         (2)   The payment to the Company specified in Paragraph
5.3(b)(1) shall generally be deducted from the amount otherwise
payable to the Participant under Subsection 5.3(a).

      (c)   Where a Participant receives a payment of less than
his or her entire Account Balance pursuant to Subsection 5.3(a), the
portion of the Participant's Account Balance to which each Investment
Measurement Option is applied shall be reduced proportionately so that
the Investment Measurement Options apply to the Participant's Account
Balance in the same percentages immediately before and immediately
after the payment.

      (d)   Notwithstanding any provision of the Plan to the
contrary, in the event the Committee determines that any portion of a
Participant's Account Balance is the subject of a final determination
by the Internal Revenue Service that such portion is includible in the
Participant's taxable income, the Participant's Account Balance shall
be distributed to the extent it is so includible.  All income taxes
and related interest and penalties associated with credits to or
distributions from a Participant's Account shall be borne by the
Participant.

      5.4   Acceleration of Payment.  Notwithstanding any other
provision of this Plan to the contrary, the Committee in its sole
discretion may accelerate the payment of Account Balances to all or
any group of similarly situated Participants or Beneficiaries, whether
before or after the Participants' termination of service, in response
to changes in the tax laws or accounting principles.

                             Article VI
                            Miscellaneous
                            -------------

      6.1   Amendment.  The Board may modify or amend, in whole or
in part, any of or all the provisions of the Plan, or suspend or
terminate it entirely; provided, however, that any such modification,
amendment, suspension or termination may not, without the
Participant's consent, adversely affect any deferred amount credited
to him or her for any period prior to the effective date of such
modification, amendment, suspension or termination.  The Plan shall
remain in effect until terminated pursuant to this provision.

      6.2   Administration.  The Committee shall have the sole
authority to interpret the Plan and in its discretion to establish and
modify administrative rules for the Plan.  All expenses and costs in
connection with the operation of this Plan shall be borne by the
Corporation.  The Corporation shall have the right to deduct from any
payment to be made pursuant to this Plan any federal, state or local
taxes required by law to be withheld, and any associated interest
and/or penalties.

      6.3   Governing Law.  The Plan shall be construed and its
provisions enforced and administered in accordance with the laws of
the Commonwealth of Pennsylvania except as such laws may be superseded
by the federal law.

                              Article VII
                      Transfer of Account Balance
                      ---------------------------

      7.1   Transfer to Director's Plan.  Notwithstanding any
election of form of payments made hereunder, a Participant who,
following his termination of employment with the Corporation will be
eligible to participate in the Directors' Plan, may elect at any time
prior to the date that is three months and one day before the
Participant's termination of employment to transfer all or any portion
of his Account Balance to the Directors' Plan.  Such transfer must
occur prior to the date that payments of the Participant's Account
Balance would otherwise be made, or commence, hereunder.  Upon
transfer, the Participant's Account Balance (or the portion thereof
transferred) will be subject to the terms and conditions of the
Directors' Plan; provided, however, that any election of form of
payment made under the Directors' Plan with respect to the amount
transferred may not provide for a form of payment that is in any way
more rapid than the form of payment in effect under this Plan with
respect to such amounts immediately prior to transfer to the
Directors' Plan.  Valuation of the Account Balance (or the portion
thereof) to be transferred shall be made consistent with the valuation
provisions described in Article V.  Upon transfer, the Participant's
(or his or her Beneficiary's) rights hereunder with respect to the
amounts transferred shall cease.


                   DIRECTORS DEFERRED COMPENSATION
                     PLAN OF UNISYS CORPORATION

                              Article I
                         Purpose & Authority
                         -------------------

      1.1   Purpose.  The purpose of the Plan is to offer members
of the Board of Directors who are not employees of the Corporation the
opportunity to defer receipt of a portion of their Compensation, under
terms advantageous to both the Director and the Corporation.

      1.2   Effective Date.  The Board originally approved the
Plan on November 20, 1981, and the Plan was subsequently amended,
effective January 1, 1994.  This document reflects the Plan as amended
and restated effective July 25, 1996.  The terms of this amended and
restated Plan shall apply to all Account Balances and elections made
pursuant to the Plan prior to its amendment.

      1.3   Authority.  Any decision made or action taken by the
Corporation and any of its officers or employees involved in the
administration of this Plan, or any member of the Board or the
Committee arising out of or in connection with the construction,
administration, interpretation and effect of the Plan shall be within
the absolute discretion of all and each of them, as the case may be,
and will be conclusive and binding on all parties.  No member of the
Board and no employee of the Corporation shall be liable
 for any act
or action hereunder, whether of omission or commission, by any other
member or employee or by any agent to whom duties in connection with
the administration of the Plan have been delegated or, except in
circumstances involving the member's or employee's bad faith, for
anything done or omitted to be done by himself or herself.

                              Article II
                              Definitions
                              -----------

      2.1   "Account" means, for any Participant, the memorandum
account established for the Participant under Section 4.1.

      2.2   "Account Balance" means, for any Participant as of any
date, the aggregate amount reflected in his or her Account.

      2.3   "Beneficiary" means the person or persons designated
from time to time in writing by a Participant to receive payments
under the Plan after the death of such Participant or, in the absence
of such designation or in the event that such designated person or
persons predeceases the Participant, the Participant's estate.

      2.4   "Board" means the Board of Directors of the
Corporation.

      2.5   "Committee" means the Compensation and Organization
Committee of the Board.

      2.6   "Compensation" means amounts payable by the
Corporation, absent deferral, with respect to services provided by a
Participant to the Corporation as a Director, including retainer and
meeting fees, but shall not include non-elective stock unit amounts
credited, payable or paid under the Stock Unit Plan.

      2.7   "Corporation" means Unisys Corporation.

      2.8   "Deferral Election" means an election by an Eligible
Director to defer a portion of his or her Compensation under the Plan,
as described in Section 3.1.

      2.9   "Eligible Director" means, a member of the Board who
is not an employee of the Corporation.

      2.10   "Investment Measurement Option" means any of the
hypothetical investment alternatives available for determining the
additional amounts to be credited to a Participant's Account under
Section 4.2.  The Investment Measurement Options currently available
are (a) the Fidelity Retirement Money Market Portfolio, (b) the
Fidelity Asset Manager: Growth Fund, (c) the Fidelity Magellan Fund,
(d) the Fidelity Asset Manager Fund, (e) the Fidelity Asset Manager:
Income Fund, (f) the Fidelity U.S. Equity Commingled Fund, and (h) the
Interest Income Fund, each of which are investment options currently
available under the USP.

      2.11   "Officers' Plan" means the Deferred Compensation Plan
for Executives of Unisys Corporation.

      2.12   "Participant" means an Eligible Director or former
Eligible Director who has made a Deferral Election and who has not
received a distribution of his or her entire Account Balance.

      2.13   "Plan" means the Directors Deferred Compensation Plan
of Unisys Corporation, as set forth herein and as amended from time to
time.

      2.14   "Revised Election" means an election made by a
Participant, in accordance with Section 5.2, to change the date as of
which payment of his or her Account Balance is to commence and/or the
form in which such payment is to be made.

      2.15   "USP" means the Unisys Savings Plan.

      2.16   "Valuation Date" means the last business day of a
calendar month.

                              Article III
                       Deferral of Compensation
                       ------------------------

      3.1   Deferral Election.
      (a)   Prior to or during any calendar year, each Eligible
Director may elect to defer all or a portion of his or her
Compensation that, absent deferral, would be paid to him or her for
services rendered during the following calendar year or the remainder
of the current calendar year, as applicable, by properly completing a
Deferral Election form.
      (b)   To be effective, a Deferral Election must be made in
writing by the Eligible Director on a form furnished by the Secretary
of the Corporation on or before the date that is (I) no later than the
December 31 prior to the calendar year to which the Deferral Election
applies or (II) at least three months and one day before the date on
which the amounts to be deferred, absent deferral, would be paid to
the Eligible Director, provided, however, that an individual who
becomes an Eligible Director after January 1 of a calendar year may
make a Deferral Election with respect to Compensation that, absent
deferral, would be paid to him or her during the remainder of the
calendar year in which he or she has become an Eligible Director, by
filing the required written election on or before the date that is 30
days after the date on which he or she becomes an Eligible Director.
      (c)   Once made, a Deferral Election shall become effective
upon approval by the Secretary of the Corporation and is thereafter
irrevocable, except to the extent otherwise provided in Section 5.2.
A Deferral Election will be deemed to have been approved by the
Secretary of the Corporation if it is not disapproved by the Secretary
of the Corporation within ten days of the date on which it is
received.
      (d)   An Eligible Director's Deferral Election must specify
either a percentage or a certain dollar amount of his or her
Compensation to be deferred under the Plan.  In addition, the Deferral
Election must specify the date on which payment of the amount deferred
is to commence and the manner in which such payment is to be made.
      (1)   The Eligible Director must specify the date as of
which payment of the amount deferred is to commence, subject to
Section 5.1(b) hereof, and may specify that such payment is to
commence as of:
             (A)   his or her termination of service as a
member of the Board (including as a result of disability); or
            (B)   a specific date (which may be determined by
reference to the Eligible Director's termination of service) that is
at least five years after the date on which the initial amounts to be
deferred, absent deferral, would be paid to the Eligible Director.
         (2)   The Eligible Director must specify the manner in
which payment of his or her Account Balance is to be made and may
specify that such payment is to be made either in a single sum or in
annual installments.
         (3)   Notwithstanding the foregoing, an Eligible
Director may not elect a time of benefit commencement and/or a form of
payment to the extent that such an election would cause any payments
to be made after the March 31 first following the date that is 20
years after the date of the Eligible Director's  termination of
service.
      (e)   Deferrals of an Eligible Director's Compensation shall
be credited to the Plan at the time at which the Compensation, absent
deferral, would be payable to the Participant.
      (f)   Unless the Deferral Election form specifically
provides otherwise, a Deferral Election shall expire as of the last
day of the calendar year that includes the first day on which any
amount, absent deferral, would be paid to the Eligible Director.

                            Article IV
                 Treatment of Deferred Amounts
                 -----------------------------

      4.1   Memorandum Account.  The Corporation shall establish
on its books an Account for each Participant.  Amounts deferred by a
participant pursuant to a Deferral Election shall be credited to the
Participant's Account on the date on which the deferred amounts,
absent deferral, would have been paid to the Participant. In addition,
as of each Valuation Date, incremental amounts determined in
accordance with Section 4.2 will be credited or debited to each
Participant's Account.  Any payments made to or on behalf of the
Participant and for his or her Beneficiary shall be debited from the
Account.  No assets shall be segregated or earmarked in respect to any
Account and no Participant or Beneficiary shall have any right to
assign, transfer, pledge or hypothecate his or her interest or any
portion thereof in his or her Account.  The Plan and the crediting of
Accounts hereunder shall not constitute a trust or a funded
arrangement of any sort and shall be merely for the purpose of
recording an unsecured contractual obligation of the Corporation.

      4.2   Investment Measurement Options.
      (a)   Subject to the provisions of this Section 4.2, a
Participant's Account shall be credited or debited with amounts equal
to the amounts that would be earned or lost with respect to the
Participant's Account Balance if amounts equal to that Account Balance
were actually invested in the Investment Measurement Options in the
manner specified by the Participant.
      (b)   Each Eligible Director may elect, at the same time as
a Deferral Election is made, to have one or more of the Investment
Measurement Options applied to current deferrals.  Such election with
respect to current deferrals may be changed as of the first day of any
quarter, provided that written notice of such election is filed prior
to the first day of that quarter with the Secretary of the
Corporation.
      (c)   Subject to the restrictions described in Subsection
(d), a Participant may elect to change the manner in which Investment
Measurement Options apply to existing Account Balances.  Such an
election will be effective as of the first day of the calendar quarter
following the date on which a written election is filed with the
Secretary of the Corporation.
      (d)   The following rules apply to Investment Measurement
Options.
         (1)   The percentage of a Participant's current
deferrals and/or Account Balance to which a specified Investment
Measurement Option is to be applied must be a multiple of five
percent.
         (2)   To the extent that a Participant has not
specified an Investment Measurement Option to apply to all or a
portion of his or her current deferrals and/or Account Balance, the
Insurance Contract Fund shall be deemed to be the applicable
Investment Measurement Option.
         (3)   The chosen Investment Measurement Option or
Options shall apply to deferred amounts on and after the date on which
such amounts, absent deferral, would have been paid to the
Participant.
      (e)   The Committee shall have the authority to modify the
rules and restrictions relating to Investment Measurement Options
(including the authority to change such Investment Measurement Options
prospectively) as it, in its discretion, deems necessary and in accord
with the investment practices in place under the USP.

      4.3   Frozen Stock Units Account.  Effective November 21,
1991, the Stock Units Account was no longer an available investment
option under this Plan and amounts invested in the Account were frozen
as to future investment option transfers.  Amounts invested in the
Stock Units Account through November 21, 1991 continued to be held
under this Plan until July 24, 1996.  All Account Balances invested in
the Frozen Stock Units Account are transferred to the Unisys
Corporation Stock Unit Plan effective July 25, 1996.

                               Article V
                      Payment of Deferred Amounts
                      ---------------------------

      5.1   Form and Time of Payment.  The benefits to which a
Participant or a Beneficiary may be entitled under the Plan shall be
paid in accordance with this Section 5.1.
      (a)   All payments under the Plan shall be made in cash.
      (b)   Except as otherwise provided in Sections 5.3 and 5.4,
payment of a Participant's Account Balance shall commence as of the
Valuation Date next following the date or dates specified in the
Participant's Deferral Election or Elections or (where applicable) the
Participant's Revised Election or Elections.
      (c)   All payments shall be made in the form or forms
specified in the Participant's Deferral Election or Elections or
(where applicable) the Participant's Revised Election or Elections.
      (d)   To the extent a Participant has not specified the form
or time of payment of all or a part of his or her Account Balance,
payment of the amounts not specified will be made in a single sum as
soon as administratively practicable, but within 90 days, after the
first Valuation Date following the Participant's termination of
service as a Director.
      (e)   Where a Participant has elected payment in the form of
annual installments, each installment payment after the initial
installment payment shall be made on or about March 31 of each year
following the year in which the first installment was paid.  The
amount of each annual installment payment to a Participant or
Beneficiary shall be determined by dividing the Account Balance as of
the latest Valuation Date preceding the date of payment by the number
of installments remaining to be paid.
      (f)   Notwithstanding any election made by a Participant,
any portion of a Participant's Account Balance that has not been paid
to the Participant as of the date of his or her death shall be paid to
the Participant's Beneficiary in a single sum as soon as
administratively practicable, but within 90 days, after the Valuation
Date following the date on which the Corporation receives notification
of the Participant's death.

      5.2   Revised Election.
      (a)   Pursuant to a Revised Election, a Participant may
specify:

         (1)   a date for the commencement of the payment of the
Participant's Account Balance that is after the date specified in the
Participant's Deferral Election; and/or
         (2)   a form of payment that calls for a greater number
of annual installment payments than that specified in the
Participant's Deferral Election, or a number of annual installment
payments where the Participant specified a single sum payment in his
or her Deferral Election.
         (3)   Notwithstanding the foregoing, a Participant may
not elect a time of benefit commencement and/or a form of payment to
the extent that such an election would cause any payments to be made
after the March 31 first following the date that is 20 years after the
date of the Participant's termination of service as a Director.
      (b)   If a Participant has made a Revised Election with
respect to amounts the payment of which has been deferred to a certain
date, the Participant may not thereafter make another Revised Election
with respect to amounts the payment of which, as of the date on which
such Revised Election is made and before giving effect to the Revised
Election, has been deferred to the same date.
      (c)   To be effective, a Revised Election must be:
         (1)   made in writing by the Participant on a form
furnished for such purpose by the Secretary of the Corporation;
         (2)   submitted to the Secretary of the Corporation on
or before the date that is three months and one day before the date on
which the portion of the Participant's Account Balance that is the
subject of the Revised Election would, absent the Revised Election,
first become payable; and
         (3)   approved by the Secretary of the Corporation.  A
Revised Election will be deemed to have been approved by the Secretary
of the Corporation if it is not disapproved by the Secretary of the
Corporation within ten days of the date on which it is received.

      5.3  Special Payment.
      (a)  Notwithstanding any other provision of the Plan to the
Contrary, a Participant may receive payment of all or a portion of his
or her Account Balance as soon as administratively practicable
following the receipt by the Secretary of the Corporation of the
Participant's written request for such payment.
      (b)   As a condition of receiving any payment made pursuant
to Subsection 5.3(a), a Participant will be subject to, as a penalty,
payment to the Company of an amount equal to 8 percent of the amount
of the payment made pursuant to Subsection 5.3(a) and suspension of
the Participant's further participation in the Plan, the Unisys
Corporation Director Stock Unit Plan, or any equivalent plan or plans
maintained by the Corporation or a subsidiary of the Corporation for
the entire full calendar year that follows the date on which the
Participant submits to the Secretary of the Corporation his or her
request for payment pursuant to Subsection 5.3(a).  The payment to the
Company shall generally be deducted from the amount otherwise payable
to the Participant under Subsection 5.3(a).
   (c)   Where a Participant receives a payment of less than his or
her entire Account Balance pursuant to Subsection 5.3(a), the portion
of the Participant's Account Balance to which each Investment
Measurement Option is applied shall be reduced proportionately so that
the Investment Measurement Options
apply to the Participant's Account Balance in the same percentage
immediately before and immediately after the payment.
   (d)   Notwithstanding any provision of the Plan to the contrary,
in the event the Committee determines that any portion of a
Participant's Account Balance is the subject of a determination by the
Internal Revenue Service that such portion is includible in the
Participant's taxable income, the Participant's Account Balance shall
be distributed to the extent it is so includible.  All income taxes
and related interest and penalties associated with credits to or
distributions from a Participant's Account shall be borne by the
Participant.

      5.4   Acceleration of Payment.  Notwithstanding any other
provision of this Plan to the contrary, the Committee in its sole
discretion may accelerate the payment of Account Balances to all or
any group of similarly situated Participants or Beneficiaries, whether
before or after the Participant's termination of service, in response
to changes in the tax laws or accounting principles.

                            Article VI
                           Miscellaneous
                           -------------

      6.1   Amendment.  The Board may modify or amend, in whole or
in part, any of or all the provisions of the Plan, or suspend or
terminate it entirely; provided, however, that any such modification,
amendment, suspension or termination may not, without the
Participant's consent, adversely affect any deferred amount credited
to him or her for any period prior to the effective date of such
modification, amendment, suspension or termination.  The Plan shall
remain in effect until terminated pursuant to this provision.

      6.2   Administration.  The Committee shall have the sole
authority to interpret the Plan and in its discretion to establish and
modify administrative rules for the Plan.  All expenses and costs in
connection with the operation of this Plan shall be borne by the
Corporation.  The Corporation shall have the right to deduct from any
payment to be made pursuant to this Plan any federal, state or local
taxes required by law to be withheld, and any associated interest
and/or penalties.

      6.3   Governing Law.  The Plan shall be construed and its
provisions enforced and administered in accordance with the laws of
the Commonwealth of Pennsylvania except as such laws may be superseded
by the federal law.


                             Article VII
                     Transfer of Account Balance
                     ---------------------------

      7.1   Transfer of Officers' Plan Accounts.  Notwithstanding
any other provision of the Plan to the contrary, a Director who is a
former officer of Unisys Corporation and who is a participant in the
Officers' Plan may elect to transfer any or all of his/her account
balance in the Officer's Plan into this Plan.  Upon transfer, such
amounts shall be subject to the terms and conditions of this Plan,
provided that all elections previously made under the Officers' Plan
with respect to such amounts shall continue in effect until otherwise
modified hereunder.  Notwithstanding the payment election provision
described in Article V hereof, in no event may a Director elect a form
of payment with respect to amounts transferred from the Officers' Plan
that is any more rapid than the form of payment in effect under the
Officers' Plan at the time of such transfer.


                                VIII
                          Change in Control
                          -----------------

      8.1  Withdrawal Election.

      (a)  Notwithstanding any other provision of the Plan to the
contrary, in the event of a "change in control," as defined below,
each Participant may elect to receive a single sum payment of all or
any portion of his/her account balance. Such election shall only be
effective if delivered to the Secretary of the Corporation within the
ninety-day period immediately following the date of the occurrence of
the change in control.
      (b)  If an election is timely made, the Participant(or
Beneficiary) will be entitled to receive, as soon as practicable after
the expiration of the ninety-day period, an amount equal to (1) the
full value or any portion thereof of the Account Balance minus (2) an
early withdrawal penalty equal to 8% of the total value of (1).  The
Committee, upon advice of counsel, may modify the early withdrawal
penalty described above in any way it deems appropriate and consistent
with the purposes of the Plan.

      8.2  Litigation Expenses.  If litigation is brought by a
Participant or Beneficiary after a change in control to enforce or
interpret any provision of the Plan, the Corporation to the extent
permitted by applicable law shall reimburse the Participant (or
Beneficiary) for the reasonable fees and disbursements of counsel
incurred in such litigation.

      8.3  Change in Control Definition.  For purposes of this
Article VIII, a "change in control" shall have the same meaning as is
ascribed to that term under the 1990 Long-Term Incentive Plan, or any
successor plan designated by the Committee.


                        UNISYS CORPORATION
                    DIRECTOR STOCK UNIT PLAN


   1.   Purpose.  The purpose of the Unisys Corporation
Director Stock Unit Plan (the "Plan") is to provide a vehicle
through which all or a portion of the remuneration paid to
Directors of Unisys Corporation (the "Corporation") who are not
employees of the Corporation may be paid in a form which (1) more
closely aligns directors' and stockholders' interests and (ii)
permits Directors to defer recognition of income until
termination of service with the Corporation.

   2.   Effective Date.  The Board of Directors (the "Board")
approved the Plan on November 21, 1991.  The Plan was amended and
restated on December 17, 1992.  The effective date of the Plan as
hereby amended and restated is July 25, 1996.

   3.   Definitions.
      (A)  "Account" means, for any Director, the memorandum
account established for the Director under Section 6.
      (B)  "Annual Stock Unit Award Date" means the date of
the first regular Board meeting held each calendar year, normally
in the month of January, or such other date as shall be approved
by the Board or the Committee.
      (C)  "Beneficiary" means the person or persons
designated from time to time in writing by a participating
Director to receive payments after the death of such Director or,
in the absence
 of any such designation or in the event that such
designated person or persons shall predecease such Director,
his/her estate.
      (D)  "Board" shall mean the Board of Directors of the
Corporation.
      (E)   "Change in Control" shall have the same meaning
as is ascribed to that term under the 1990 Long-Term Incentive
Plan, or any successor stock option plan.
      (F)  "Committee" means the Compensation and
Organization Committee of the Board.
      (G)  "Compensation" includes remuneration (other than
that paid in accordance with Section 4(B) hereof) for services as
a Director, including Directors' retainer fees and Board and
Committee meeting fees.
      (H)  "Compensation Payment Date" means, with respect
to a Retainer Fee, the first business day of the month for which
such monthly retainer payment is due and payable, and with
respect to a Board/Committee Meeting Fee, the date of such
meeting.  If Unisys Common Stock is not traded on such date, the
Compensation Payment Date shall be the next preceding trading
day.
      (I)  "Corporation" means Unisys Corporation.
      (J)  "Deferred Compensation" means the amount the
Director elects to defer pursuant to Section 4(A) hereof.
      (K)  "Director" means a member of the Board who is
not an employee of the Corporation.
      (L)  "Fair Market Value" means, on any date, the
average of the high and low quoted sales prices of a share of
Unisys Common Stock as reported on the Composite Tape for New
York Stock Exchange Companies.
      (M)  "Stock Units" means Unisys common stock-
equivalent units, which may be awarded pursuant to the Plan as
Elective or Non-elective Stock Units.  Stock Units also include
Frozen Stock Units held under the Directors Deferred Compensation
Plan and transferred to this Plan effective July 25, 1996.
      (N)  "Stock Unit Retainer Value" means $1000 or such
other amount as shall be approved by the Board or the Committee.
      (O)   "Valuation Date" shall mean the last business
day of a calendar month.

   4.   Crediting of Stock Units.
      (A)  Elective Stock Units.  Prior to or during any
calender year, a Director may elect (i) to defer all or a portion
of his or her cash Compensation that would be paid to him for
services rendered during the following calendar year or for the
remainder of the current calendar year, as applicable, and (ii)
to be credited in lieu of such amount with Stock Units.
      (B)  Non-Elective Stock Unit Awards.  On the Annual
Stock Unit Award Date, each Director's Account shall be credited
with Stock Units equal to the Stock Unit Retainer Value.  The
Board shall have the discretion to make additional Stock Unit
awards at such times and in such amounts as it deems appropriate.
      (C)  Amount Credited.  The number of Stock Units to be
credited to a Director's Account shall be the quotient of (a)
divided by (b) where (a) equals the Deferred Compensation or
Stock Unit Retainer Value, as applicable, and (b) equals the Fair
Market Value on the Compensation Payment Date or Annual Stock
Unit Award Date, as applicable.

   5.   Elections.
      (A)  A Director's election shall be executed in writing
on a form furnished by the Secretary of the Corporation on or
before the date that is (I) no later than December 31 of the year
preceding the calendar year to which the election applies or (II)
at least three months and one day before the date on which the
monthly retainer or meeting fees to be deferred, absent deferral,
would be paid to the Director, provided, however, that an
individual who becomes a Director after January 1 of a calendar
year may make an Election with respect to Compensation that has
not been paid and, absent deferral, would be paid to him or her
during the remainder of the calendar year in which he or she has
become a Director, by executing the required written election on
or before the date that is 30 days after the date on which he or
she becomes a Director.  The election must specify that the
Director desires to be credited Stock Units in lieu of receiving
his/her Compensation in cash.
      (B)  An election, once made, shall be irrevocable with
respect to Compensation payable for the calendar year or years to
which it applies.
      (C)  An election must specify either a percentage or a
certain dollar amount of the Compensation to be deferred under
the Plan.
      (D)  An election must specify whether the Stock Units
will be paid in cash or in common stock of the Corporation,
provided, however, that no election to be paid Stock Units in the
form of stock shall become effective until November 1, 1996.
      (E)  An election shall specify the date on which
payment of the amount deferred is to commence, subject to
Sections 8 and 9 hereof, and may specify that such payment is to
commence as of:
          (1)  the Director's termination of service as a
member of the Board (including as a result of disability); or
         (2)  a specific date (which may be determined by
reference to the Director's termination of service) that is at
least five years after the date on which the initial amounts to
be deferred, absent deferral, would be paid to the Director.
      (F)  The Director must specify the manner in which
payment of his or her Account is to be made and may specify that
such payment is to be made either in a single sum or in annual
installments.
      (G)  Notwithstanding the foregoing, a Director may not
elect a time of benefit commencement and/or a form of payment to
the extent that such an election would cause any payments to be
made after the March 31 first following the date that is 20 years
after the date of the Director's termination of service.
      (H)  Deferrals of a Director's Compensation shall be
credited to the Plan at the time at which the Compensation,
absent deferral, would otherwise be payable to the Director.
      (I)  Unless the Election form specifically provides
otherwise, an Election shall expire as of the last day of the
calendar year that includes the first day on which any
compensation, absent deferral, would be paid to the Director.
      (J)  Additional payment elections with respect to Non-
Elective Stock Unit Awards may be provided if deemed necessary
and appropriate by the Committee.

   6.   Memorandum Account.  The Corporation shall establish on
its books a memorandum account for each Director denoted as the
Director's Corporation Stock Units Account.  Stock Units,
dividends and other adjustments shall be credited to the account
and payments made to the Director or Beneficiary shall be debited
to the account.  No assets shall be segregated or earmarked in
respect of any amounts credited to the Account and no Director
shall have any right to assign, transfer, pledge or hypothecate
his or her interest or any portion thereof in his or her Account.
The Plan and the crediting of Accounts hereunder shall not
constitute a trust and shall be merely for the purpose of
recording an unsecured contractual obligation.

   7.   Dividends and Other Adjustments.  If the Corporation
shall issue a stock dividend on the common stock, stock dividend
equivalents shall be credited to the Account, as of the dividend
payment date, as Stock Units in the same amount as the stock
dividends to which the Director would have been entitled if the
Stock Units were shares of common stock.  Cash dividends, if any,
shall be credited to the Account, as of the dividend payment
date, in the form of Stock Units determined in the manner set
forth in Section 4(C) hereof based on the Fair Market Value of
the Common Stock on the dividend payment date.  The Account shall
be appropriately adjusted to reflect splits, reverse splits, or
comparable changes to the Corporation's common stock.

   8.   Distribution of Accounts.
      (A)  Payment Election.  Except as otherwise provided in
Section 9, payment of an Account shall commence as of the
Valuation Date next following the date or dates specified in the
Election or Elections or (where applicable) the Revised Election
or Elections.
         (1)  All payments shall be made in the form or
forms specified in the Election or Elections or (where
applicable) the Revised Election or Elections.
         (2)  To the extent a Director has not specified
the form or time of payment of all or a part of his or her
Account, payment of the amounts not specified will be made in a
single sum as soon as administratively practicable, but within 90
days, after the first Valuation Date following the Director's
termination of service as a Director.
         (3)  Where a Director has elected payment in the
form of annual installments, each installment payment after the
initial installment payment shall be made on or about March 31 of
each year following the year in which the first installment was
paid.
         (4)  Notwithstanding any election made by a
Director, any portion of a Director's Account that has not been
paid to the Director as of the date of his or her death shall be
paid to the Director's Beneficiary in a single sum as soon as
administratively practicable, but within 90 days following the
Valuation Date on which the Corporation receives notification of
the Director's death.
      (B)   Revised Election.
         (1)  Pursuant to a Revised Election, a Director
may specify:
            (I)  a date for the commencement of the
payment of the Director's Account that is after the date
specified in the Director's Election; and/or
            (II)  a form of payment that calls for a
greater number of annual installment payments than that specified
in the Director's Election, or a number of annual installment
payments where the Director specified a single sum payment in his
or her Election.
            (III)  Notwithstanding the foregoing, a
Director may not elect a time of benefit commencement and/or a
form of payment to the extent that such an election would cause
any payments to be made after the March 31 first following the
date that is 20 years after the date of the Director's
termination of service as a Director.
         (2)  If a Participant has made a Revised Election
with respect to amounts the payment of which has been deferred to
a certain date, the Participant may not thereafter make another
Revised Election with respect to amounts the payment of which, as
of the date on which such Revised Election is made and before
giving effect to the Revised Election, has been deferred to the
same date.
         (3)  To be effective, a Revised Election must be:
            (I)  made in writing by the Director on a
form furnished for such purpose by the Secretary of the
Corporation;
            (II)  submitted to the Secretary of the
Corporation on or before the date that is three months and one
day before the date on which the portion of the Director's
Account that is the subject of the Revised Election would, absent
the Revised Election, first become payable; and
            (III)  approved by the Secretary of the
Corporation.  A Revised Election will be deemed to have been
approved by the Secretary of the Corporation if it is not
disapproved by the Secretary of the Corporation within ten days
of the date on which it is received.
      (C)   Valuation of Account.  In determining the amount
to be paid upon termination of service, the cash value of a
Director's Account shall equal the product of the number of Stock
Units credited to the Account multiplied by the Fair Market Value
as of the applicable Valuation Date. The value of Stock Units
payable in stock shall equal shares of Unisys Common Stock equal
to the number of whole Stock Units.  The value of fractional
Stock Units shall be paid in cash.  The amount of each annual
installment payment shall be determined by dividing the value
determined in according with the preceding sentence as of the
date of the installment payment by the number of installments
remaining to be paid.
      (D)   No early Withdrawals.  No early withdrawal of a
Director's Account shall be permitted.  Except as provided in
Section 9 hereof or as provided in an Election or Revised
Election, distribution of a Director's Account may be made only
upon termination of service as a Director.

   9.   Accelerated Payment.
      (A)   Change in Control.
         (1) Notwithstanding any other provision of the
Plan to the contrary, in the event of a "change in control,"
each Director may elect to receive a single sum payment of all or
any portion of his or her Stock Unit Account balance.  Such
election shall only be effective if delivered to the Secretary of
the Corporation within the ninety-day period immediately
following the date of the occurrence of the change in control.
         (2)  If an election is timely made, the Director
(or Beneficiary) will be entitled to receive, as soon as
practicable after the expiration of the ninety-day period, an
amount equal to (a) the full value or any portion thereof of the
Stock Unit Account minus (b) an early withdrawal penalty equal to
8% of the total value of (a).  The Committee, upon advice of
counsel, may modify the early withdrawal penalty described above
in any way it deems appropriate and consistent with the purposes
of the Plan.
         (3)  If litigation is brought by the Director or
the Beneficiary after a change in control to enforce or interpret
any provision of the Plan, the Corporation to the extent
permitted by applicable law shall reimburse the Director (or
Beneficiary) for the reasonable fees and disbursements of counsel
incurred in such litigation.
      (B)   Change in Circumstances.  Notwithstanding any
other provision of this Plan to the contrary, the Committee in
its sole discretion may accelerate the payment of Stock Units
Accounts to all or any group of similarly situated Directors or
Beneficiaries, whether before or after the Director's termination
of service, in response to changes in the tax laws or accounting
principles.

   10.   Amendment and Termination.  The Board may modify or
amend, in whole or in part, any or all of the provisions of the
Plan, or suspend or terminate it entirely; provided, however,
that any such modification, amendment, suspension or termination
may not, without the participating Director's consent, adversely
affect any amount credited to his/her Account for any period
prior to the effective date of such modification, amendment,
suspension or termination.  The Plan shall remain in effect until
terminated pursuant to this provision.

   11.   Administration.  The Plan shall be administered by the
Committee.  Any decision made or action taken by the Committee
arising out of or in connection with the construction,
administration, interpretation, or effect of the Plan shall be
within the absolute discretion of the Committee and shall be
conclusive and binding on all parties.

   12.   Expenses and Taxes.  All expenses and costs in
connection with the operation of this Plan shall be borne by the
Corporation.  The Corporation shall have the right to deduct from
any payment to be made pursuant to this Plan any federal, state
or local taxes required by law to be withheld.

   13.   Governing Law.  The Plan shall be construed and its
provisions enforced and administered in accordance with the laws
of the Commonwealth of Pennsylvania except as such laws may be
superseded by any federal law.

   14.    SEC Rule 16b.  The Plan is intended to comply with SEC
Rule 16b-3 as adopted by the Securities and Exchange Commission
effective November 1, 1996, and as amended thereafter, and the
Committee is authorized to interpret the Plan, modify the Plan
and/or adopt rules pursuant to the Plan in order to comply with
Rule 16b-3 or such other exemptions as may be applicable.
Specifically, the Committee may delay payment of accounts which
have been deferred or credited for a period of less than six
months as of the payment date.


                       UNISYS CORPORATION
                  ELECTED OFFICER PENSION PLAN
                     EFFECTIVE JUNE 1, 1988
             (As Amended through January 23, 1997)

                           ARTICLE I

                            PURPOSE
                            -------

1.01   The Unisys Corporation Elected Officer Pension Plan (the
"Plan") has been adopted by Unisys Corporation (the
"Company") to provide a minimum level of retirement benefits
for elected Officers (as defined in Section 2.12 below) of
the Company.  The Plan is effective June 1, 1988 and applies
to any elected  Officer or other eligible employee of the
Company who terminates employment on or after that date.
This document is a restatement which includes all amendments
made through January 23, 1997.  Prior to June 1, 1988,
elected Officers of the Company were provided executive
pension benefits under the Unisys Corporation Supplemental
Executive Retirement Income Plan - Part IV or the Sperry
Corporation Executive Pension Plan.  Officers who terminated
employment prior to June 1, 1988 will receive executive
pension benefits, if any, under the terms of the prior plan
in effect on their termination date.

                          ARTICLE II

                         DEFINITIONS
                         -----------

2.01   "Board" shall mean the Board of Directors of Unisys
Corporation.

2.02   "Bonus Plan" shall mean the Unisys Executive Bonus  Plan,
the Unisys Senior Manager Bonus Plan or
 any predecessor or
successor annual bonus plan.

2.03   "Company" shall mean Unisys Corporation, a Delaware
corporation.

2.04   "Company Plan" shall mean the Unisys Pension Plan.

2.05   "Committee" shall mean the Administrative Committee as
appointed from time to time by the Board.

2.06   "Code" shall mean the Internal Revenue Code of 1986,  as
amended from time to time.

2.07   "Credited Service" shall mean the Participant's  Credited
Service, as defined in Article IV.

2.08   "Disability" shall refer to a Participant who is determined
by the Committee or its designee to be unable to perform,
because of injury or sickness, each of the regular duties of
the Participant's occupation for a period of up to 24
months.  After 24 months, the Participant will continue to
be considered Disabled if  the Committee or its designee
determines that the Participant cannot perform each of the
regular duties of any gainful occupation for which he or she
is fitted by training, education or experience.

2.09   "Effective Date" shall mean June 1, 1988.

2.10   "Final Average Compensation" shall mean the  Participant's
Final Average Compensation, as defined in the Company Plan,
except that any annual bonus amount payable under the Bonus
Plan and deferred by the Participant (or any salary amounts
deferred under an  arrangement approved by the Board) and
any amounts  excluded from consideration under the Company
Plan due to the application of Section 401(a)(17) of the
Code shall be included in the calculation of Final Average
Compensation in the month in which such amounts were  or
would otherwise have been paid; provided, however, that no
more than the most recent five annual bonus  amounts
(whether paid or deferred) shall be included  in the
calculation of Final Average Compensation.

2.11   "Employee" shall mean any person employed by Unisys
Corporation or one of its subsidiaries.

2.12   "Officer" shall mean any officer of the Company elected by
the Board, but excluding assistant officers,  appointed
officers or the general auditor.

2.13   "Part IV" shall mean Part IV of the Unisys Corporation
Supplemental Executive Retirement Income Plan, as in effect
immediately prior to the Effective Date.

2.14   "Participant" shall mean any person entitled to participate
in this Plan under Article III.

2.15   "Plan" shall mean the Unisys Corporation Elected    Officer
Pension Plan, as set forth herein and as hereafter amended.

2.16   "Primary Social Security Benefit" shall mean the annualized
amount calculated according to the rules for computing the
primary social security benefit payable to a Participant
upon attainment of Social Security Retirement Age under the
Federal Social Security Act as in effect at the time the
Participant retires.  In the event that a Participant
retires prior to attainment of eligibility for Social
Security benefits, the Participant's Primary Social Security
Benefit shall be deemed to be 80% of the Primary Social
Security Benefit payable at Social Security Retirement Age.
 In the event the Participant retires after attainment of
eligibility for Social Security benefits, but before Social
Security Retirement Age, the Primary Social Security Benefit
shall be deemed to be an amount prorated between the benefit
payable at Social Security Retirement Age and 80% of such
amount.  For purposes of  this calculation, it will be
assumed that the Participant has no earnings for Social
Security purposes beyond the date of retirement.

2.17   "Prior Plan(s)" shall mean Part IV and/or the Sperry Plan.

2.18   "Sperry Plan" shall mean the Sperry Corporation Executive
Pension Plan, as in effect immediately prior to the
Effective Date.

2.19   "Supplemental Plan" shall mean the Unisys Corporation
Supplemental Executive Retirement Income Plan-Part I, as
amended and restated effective April 1, 1988.  Unless
otherwise specified, capitalized words and phrases used in
this Plan shall have the same meaning as such words or
phrases when used in the Company Plan.

2.20      Change in Control means any of the following events:

(a)   The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20% or more of either (i) the
then outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company
Voting Securities"); provided, however, that for
purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control:
(i) any acquisition directly from the Company, (ii)
any acquisition by the Company, (iii) any acquisition
by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any
corporation controlled by the Company or (iv) any
acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and
(iii) of subsection (c) of this Section 2.20; or

(b)   Individuals who, as of May 25, 1995, constitute the
Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director
subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be
considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office
occurs as a result of an actual or threatened election
contest with respect to the election or removal of
directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person
other than the Board; or

(c)   Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a
"Business Combination"), in each case, unless,
following such Business Combination, (i) all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined
voting power of the then outstanding voting securities
entitled to vote generally in the election of
directors, as the case may be, of the corporation
resulting from such Business Combination (including,
without limitation, a corporation which as a result of
such transaction owns the Company or all or
substantially all of the Company's assets either
directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (ii) no
Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation
resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common
stock of the corporation resulting from such Business
Combination or the combined voting power of the then
outstanding voting securities of such corporation
except to the extent that such ownership existed prior
to the Business Combination and (iii) at least a
majority of the members of the board of directors of
the corporation resulting from such Business
Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of
the action of the Board, providing for such Business
Combination; or

   (d)   Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.

2.21   "Date of an Insolvency" shall mean the date on which the
Company (i) voluntarily files a petition under the United
States Bankruptcy Code, (including a petition for Chapter 11
reorganization) or (ii) has filed involuntarily against it a
petition under the United States Bankruptcy Code and an
Order for Relief is entered thereon.


                           ARTICLE III

                  ELIGIBILITY FOR PARTICIPATION
                  -----------------------------

3.01   Participation

   (a)   Each Employee who is or becomes an Officer on or after
the Effective Date shall become a participant in this
Plan on the earliest to occur of the following:

   (1)   the date on which the Employee attains age 55 and
completes 10 years of Credited Service, provided
that the Employee is or becomes an Officer on or
after such date; or

   (2)   the date on which occurs a Change in Control or
the Date of an Insolvency, provided the Employee
is an Officer on such date; or

   (3)   for an Employee who is an Officer on or after
January 1, 1997, the date on which the Employee
attains age 50 and completes 5 years of Credited
Service, provided that the Employee continues to
be an Officer as of such date and provided that
such Employee is employed by the Company or an
Affiliated Company on or after December 31, 1998.

   (b)   An Officer who is eligible under paragraph (a) above
and who retires or terminates employment due to
Disability or death, or a former Officer who was
eligible under paragraph (a) above and retires from
active employment with the Company or terminates
employment with the Company due to death or Disability
within twelve months of ceasing to be an Officer,
shall be eligible, upon application, to receive the
retirement and surviving spouse benefits provided in
Article V below.

   (c)   A former Officer who was eligible under paragraph (a)
above and continues in active employment for more than
twelve months after ceasing to be an Officer shall be
eligible, upon application, to receive a vested annual
retirement benefit calculated in accordance with
Sections 5.01(a), 5.03, 5.05 and 5.06, utilizing as an
offset the amount of benefits payable under the
Company Plan and the Supplemental Plan calculated as
if the Participant had elected a single life annuity
form of benefit under the Company Plan, and such
former Officer shall not be eligible for the survivor
benefits described in Section 5.04.  This Section
3.01(c) shall not apply after the occurrence of a
Change in Control with respect to any individual who
was an Officer on the date of the Change in Control.

   (d)   Each Employee who was a participant in a Prior Plan,
but who is not eligible to participate in this Plan,
shall continue to have his or her rights to executive
pension benefits determined under such Prior Plan.

   (e)   Notwithstanding anything to the contrary in Section
3.01(a)(3), if an Employee who would otherwise become
a participant on December 31, 1998 under Section
3.01(a)(3) is terminated by the Company without
"cause" prior to December 31, 1998, then that employee
will become a participant as of December 31, 1998
provided that Credited Service and Final Average
Compensation will be determined as of the employee's
termination date.  For purposes of this Section
3.01(e), "cause" shall mean intentional dishonesty,
gross neglect of the employee's duties, or the
continued failure by the employee to perform his/her
duties (provided that the Company has provided the
employee with notice identifying the manner in which
it reasonably believes that the employee has failed to
adequately perform his/her duties, and the employee
has failed to discontinue the inadequate performance
within 30 days of receiving such notice).  The
determination of whether an employee was terminated
without cause shall be made by the Committee and that
determination shall be final and binding on all
parties.

                          ARTICLE IV

                       CREDITED SERVICE
                       ----------------

4.01   Credited Service

   Credited Service under this Plan shall be calculated on the
basis of Credited Service as defined in the Company Plan for
the following periods:

   (a)   period of employment as an Officer;

   (b)   up to twelve months of active employment with the
Company immediately following termination of Officer
status, or, if longer, the number of months of a
Company approved leave of absence due to Disability
immediately following termination  of Officer status,
and

   (c)   employment prior to becoming an Officer with the
Company including a predecessor or an Affiliated
Company or 50% Affiliated Company for the period of
time such company was an Affiliated Company or 50%
Affiliated Company.  However, if a Participant
receives Credited Service under the Company Plan for
employment with a company before it became an
Affiliated Company or 50% Affiliated Company, Credited
Service shall include the period of employment with
such company.



                            ARTICLE V

                     CALCULATION OF BENEFITS
                     -----------------------

5.01   Amount of Benefits

   (a)   Subject to the adjustments set forth in Sections 5.02
and 5.03, a Participant shall receive an annual
retirement benefit payable at Normal Retirement Date
equal to:

   (1)   40% of the Participant's Final Average
Compensation for the Participant's first 10 years
of Credited Service, or, for a Participant who
has less than 10 years of Credited Service, one-
third of one percent of the Participant's Final
Average Compensation for each month of Credited
Service; plus

   (2)   1% of the Participant's Final Average
Compensation for each year of Credited Service in
excess of 10 (but not in excess of 30) including
proportional credit for a fraction of a year;
minus

   (3)   50% of the Participant's Primary Social Security
Benefit.

   (b)   The benefit payable from this Plan and described in
paragraph (a) shall be a monthly benefit paid in the
form of a single life annuity if the Participant is
unmarried on the date that the Participant commences
receipt of benefits, or in the form of a joint and 50%
surviving spouse annuity if the Participant is married
on the date the Participant commences receipt of
benefits.  The benefit payable to a Participant shall
not be reduced or increased as a result of such
payment in the surviving spouse benefit form or for
any age difference between the Participant and spouse.

5.02   Optional Forms of Benefit Payments

   In lieu of the normal form of benefit payment described in
Section 5.01(b), a Participant who is married at
commencement of benefit payments may elect to receive the
benefit payable from this Plan and described in Section
5.01(a) in either of the following optional forms:

   (a)   a joint and 75% surviving spouse annuity which will
provide the Participant with a reduced lifetime
benefit equal to 95% of the benefit described in
Section 5.01(a) and with a benefit equal to 75% of
such reduced benefit payable to the Participant's
surviving spouse for the spouse's life; or

   (b)   a joint and 100% surviving spouse annuity which will
provide the Participant with a reduced lifetime
benefit equal to 90% of the benefit described in
Section 5.01(a) and with a benefit equal to 100% of
such reduced benefit payable to the Participant's
surviving spouse for the spouse's life.

5.03   Early Retirement Prior to Age 62

   Benefits paid under this Plan shall be reduced by one- half
of one percent (0.5%) for each calendar month by which the
commencement of benefits precedes the first  day of the
month following the Participant's 62nd birthday.

5.04   Death Benefits

   (a)   In the event of the death of a Participant who, at the
time of death, is eligible under Section 3.01(b)
above, and who:

      (1)   has not commenced retirement benefits under this
Plan, and

      (2)   who has a surviving spouse, such Participant's
surviving spouse shall receive a survivor's
benefit in the amount described in paragraph (b).

   (b)   The amount payable under this paragraph shall be equal
to the benefit the spouse would have received if the
Participant:

      (1)   had terminated employment on the earlier of the
date of death or the date of the Participant's
actual termination of employment;

      (2)   had survived to the benefit commencement date
described in subsection (c);

      (3)   had begun to receive an immediate retirement
benefit in the Normal Form under Section 5.01(b);

      (4)   had died on the following day.

   (c)   The benefit payable under this Section shall be paid
to the surviving spouse in the form of a single life
annuity and shall commence on the  date on which the
Surviving Spouse's Benefit under the Company Plan
commences (or, if the Participant was not a
participant in the Company Plan, the first day of any
month elected by the surviving spouse).

   (d)   No benefits shall be payable from this Plan to a
surviving spouse (or any other beneficiary) of a
Participant unless the form of benefit paid to the
Participant provides for the payment of benefits upon
the Participant's death or except as otherwise
provided in this Section.

5.05   Special Minimum Benefit Provisions

   (a)   The value of the accrued benefit determined under this
Article (but without regard to this Section 5.05) for
a Participant who was a participant in a Prior Plan
shall in no event be less than the value of the
Participant's accrued benefit under the terms of such
Prior Plan as of May 31, 1988, including early
retirement reduction factors in effect under the Prior
Plan on such date.

   (b)   Notwithstanding anything in this Article to the
contrary, any Participant who was a participant in a
Prior Plan may elect to continue to have annual
retirement benefits determined under the terms of such
Prior Plan as in effect on May 31, 1988 provided that:

      (1)   such election shall expire as to an  Participant
who continues in employment beyond May 31, 1991,
and

      (2)   for purpose of calculating a Participant's
benefit under the Sperry Plan, the actuarial
equivalent factors in converting the
Participant's benefit to an optional form of
payment shall be those factors in effect on March
31, 1988.

   (c)   In the event that a Participant's benefit under the
Company Plan is determined under the grandfather
provision described in Section 4.5 of the Company Plan
(as in effect April 1, 1988), such Participant may
elect to have the normal retirement benefit otherwise
determined under Section 5.01 determined under the
benefit formula set forth in the Participant's Prior
Plan.

5.06   Benefit Offset

   (a)   The retirement benefit determined under this Article
and payable to a Participant or surviving spouse shall
be reduced by any benefit payable under the Company
Plan and the Supplemental Plan, calculated in
accordance with Section 6.01.

   (b)   With respect to a Participant who is not a participant
in the Company Plan, the retirement benefit payable to
the Participant or surviving spouse shall be reduced
by the amount of retirement pension payable under the
plan of any Affiliated Company or 50% Affiliated
Company, including any governmental plan retirement
benefit or lump sum termination or similar
entitlements, in effect at the time of the
Participant's termination of employment.


                             ARTICLE VI

                          BENEFIT PAYMENTS
                          ----------------

6.01   Form of Benefit Payment

   If a Participant should elect a form of benefit payment
under the Company Plan (or such other plan or program,
unless impracticable not to so elect) which is different
than the form of benefit payment under this Plan, then for
purposes of determining the offset under Section 5.06, the
Participant shall be deemed to be in receipt of the amount
of benefit payable as if the Participant had elected the
Normal Form of Benefit under the Company Plan.

6.02   Commencement of Benefits

   Benefit payments to a Participant shall commence at the same
time that benefit payments commence under the Company Plan.
 If a Participant is not a Participant in the Company Plan,
the Participant will commence  receipt of benefits under
this Plan as of the first day of the calendar month
following the Participant's termination of employment,
unless the Committee, in its sole discretion, agrees to an
alternative commencement date.

6.03   Funding of Benefits

   Benefits under this Plan shall not be funded and shall be
paid out of the general assets of the Company.  The Company
shall not be required to segregate any funds for the Plan's
Participants.  Notwithstanding any provision in this Section
6.03 to the contrary, the Committee shall have the
discretion but not the obligation to fund this Plan through
a trust of the type described in Internal Revenue Service
Private Letter Ruling 8502023.

6.04   Forfeiture and Suspension of Benefits

   (a)   Any benefit payable under this Plan shall be suspended
for any period during which it is determined by the
Committee that a Participant is engaged or employed as
a business owner, employee or consultant in any
activity which is in competition with any line of
business of the Company existing as of the date of the
Participant's termination of employment from the
Company.

   (b)   Additionally, any benefit payable under this Plan
shall be forfeitable in the event it is found by the
Committee that a Participant, either during or
following termination of employment with the Company,
willfully engaged in any activity which is determined
by the Committee to be materially adverse or
detrimental to the interests of the Company, including
any activity which might reasonably be considered by
the Committee to be of a nature warranting dismissal
of an employee for cause.  If the Committee so finds,
it may suspend benefits to the Participant and, after
furnishing  notice to the Participant, may terminate
benefits under this Plan.  The Committee will consider
in its deliberation relative to this provision any
explanation or justification submitted to it in
writing by the Participant within 60 days following
the giving of such notice.

   (c)   Except as heretofore provided for in this
Section 6.04, the acceptance by a Participant of any
benefit under this Plan shall constitute an agreement
with the provisions of this Plan and a representation
that he or she is not engaged or employed in any
activity serving as a basis for suspension or
forfeiture of benefits hereunder.  The Committee may
require each Participant eligible for a benefit under
this Plan to acknowledge in writing prior to the
payment of such benefit that he or she will accept
payment of benefits under this Plan only if there is
no basis for such suspension or forfeiture.

                          ARTICLE VII

                        ADMINISTRATION
                        --------------

7.01   Committee

   The Plan shall be administered by the Committee, which shall
administer the Plan in a manner consistent with the
administration of the Company Plan, except that this Plan
shall be administered as an unfounded plan which is not
intended to meet the requirements of Section 401 of the
Code.

7.02   Claims Procedure

   (a)   In the event that the Committee denies, in whole or in
part, a claim for benefits by a Participant or
surviving spouse, the Committee shall furnish notice
of the denial to the claimant, setting forth:

      (1)   the specific reasons for the denial,

      (2)   specific reference to the pertinent Plan
provisions on which the denial is based,

      (3)   a description of any additional information
necessary for the claimant to perfect the claim
and an explanation of why such information is
necessary, and

      (4)   appropriate information as to the steps to be
taken if the claimant wishes to submit the claim
for review.

      Such notice shall be forwarded to the claimant within
90 days of the Committee's receipt of the claim;
provided, however, that in special circumstances the
Committee may extend the response period for up to an
additional 90 days, in which event it shall notify the
claimant in writing of the extension, and shall
specify the reason or reasons for the extension.

   (b)   Within 60 days of receipt of a notice of claim denial,
a claimant or the claimant's duly authorized
representative may petition the Committee in writing
for a full and fair review of the denial. The claimant
or the claimant's duly authorized representative shall
have the opportunity to review pertinent documents and
to submit issues and comments in writing to the
Committee.  The Committee shall review the denial and
shall communicate its decision and the  reasons
therefore to the claimant in writing within 60 days of
receipt of the petition; provided, however, that in
special circumstances the Committee may extend the
response period for up to an additional 60 days, in
which event it shall notify the claimant in writing
prior to the commencement of the extension.

7.03   Plan Amendment and Termination

   The Company expects to continue this Plan indefinitely, but
reserves the right to amend or discontinue it if, in its
sole judgment, such a change is deemed necessary or
desirable.  However, if the Company should amend or
discontinue this Plan, the Company shall be liable for any
benefits accrued under this Plan (determined on the basis of
each Employee's presumed termination of employment as of the
date of such amendment or discontinuance) as of the date of
such action.

7.04   No Employment Rights

   Neither the action of the Company in establishing the Plan,
nor any provisions of the Plan, nor any action taken by the
Company or by the Committee shall be construed as giving to
any employee of the Company or any of its subsidiaries the
right to be retained in its employ, or any right to payment
except to the extent of the benefits provided by the Plan.

7.05   Severability of Provisions

   If any provision of this Plan is determined to be void by
any court of competent jurisdiction, the Plan shall continue
to operate and, for the purposes of the jurisdiction of that
court only, shall be deemed not to include the provision
determined to be void.

7.06   Non-Assignability

   Except as required by applicable law, no benefits under this
Plan shall be subject in any manner to alienation,
anticipation, sale, transfer, assignment, pledge, or
encumbrance.

7.07   Withholding

   The Company shall have the right to withhold any and all
state, local, and Federal taxes which may be withheld in
accordance with applicable law.

7.08   Governing Law

   Except to the extent superseded by ERISA, all questions
pertaining to the validity, construction, and operation of
the Plan shall be determined in accordance with the laws of
the Commonwealth of Pennsylvania.



<TABLE>
                                       UNISYS CORPORATION
                        STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
                         FOR THE THREE YEARS ENDED DECEMBER 31, 1996
                                (Millions, except share data)

<CAPTION>
Primary Earnings Per Common Share                         1996          1995          1994
                                                      -----------   -----------   -----------
<S>                                                   <C>           <C>           <C>
Average Number of Outstanding Common Shares           172,601,028   171,238,499   170,752,220
Additional Shares Assuming Exercise of Stock Options      506,192       719,308     1,563,156
                                                      -----------   -----------   -----------
Average Number of Outstanding Common Shares and
   Common Share Equivalents                           173,107,220   171,957,807   172,315,376
                                                      ===========   ===========   ===========
Income (Loss) From Continuing Operations Before
   Extraordinary Items                                    $  61.8       $(627.3)       $ 12.1
Dividends on Series A, B and C Preferred Stock             (120.8)       (120.3)       (120.1)
                                                      -----------   -----------   -----------
Primary Earnings (Loss) on Common Shares Before
   Discontinued Operations and Extraordinary Items         ( 59.0)       (747.6)       (108.0)
Income From Discontinued Operations                                         2.7          96.1
Extraordinatry Items                                        (12.1)                       (7.7)
                                                      -----------   -----------   -----------
Primary Earnings (Loss) on Common Shares                 $  (71.1)      $(744.9)      $( 19.6)
                                                      ===========   ===========   ===========
Primary Earnings (Loss) Per Common Share
   Continuing Operations                                    $(.34)      $( 4.35)        $(.63)
   Discontinued Operations                                                  .02           .56
   Extraordinary Items                                       (.07)                       (.04)
                                                      -----------   -----------   -----------
      Total                                                 $(.41)       $(4.33)        $(.11)
                                                      ===========   ===========   ===========
Fully Diluted Earnings Per Common Share

Average Number of Outstanding Common
   Shares and Common Share Equivalents                173,107,220   171,957,807   172,315,376
Additional Shares:
   Assuming Conversion of Series A Preferred
 Stock     47,454,198    47,454,636    47,454,500
   Assuming Conversion of 8 1/4% Convertible Notes
      due 2000                                         33,697,387    33,697,387    33,698,698
   Assuming Conversion of 8 1/4% Convertible Notes
      due 2006                                         35,485,714
   Attributable to Stock Options                          234,004        26,244       111,276
                                                      -----------   -----------   -----------
Common Shares Outstanding Assuming Full Dilution      289,978,523   253,136,074   253,579,850
                                                      ===========   ===========   ===========
Primary Earnings (Loss) on Common Shares Before
   Discontinued Operations and Extraordinary Items        $( 59.0)      $(747.6)      $(108.0)
Exclude Dividends on Series A Preferred Stock               106.5         106.5         106.5
Interest Expense on 8 1/4% Convertible Notes due 2000,
   Net of Applicable Tax                                     19.3          17.8          17.8
Interest Expense on 8 1/4% Convertible Notes due 2006,
   Net of Applicable Tax                                     13.5
                                                      -----------   -----------   -----------
Fully Diluted Earnings (Loss) on Common Shares Before
   Discontinued Operations and Extraordinary Items           80.3        (623.3)         16.3
Income From Discontinued Operations                                         2.7          96.1
Extraordinary Items                                         (12.1)                      ( 7.7)
                                                      -----------   -----------   -----------
Fully Diluted Earnings (Loss) on Common Shares            $  68.2       $(620.6)       $104.7
                                                      ===========   ===========   ===========
Fully Diluted Earnings (Loss) Per Common Share
   Continuing Operations                                    $ .28        $(2.46)         $.06
   Discontinued Operations                                                  .01           .38
   Extraordinary Items                                       (.04)                       (.03)
                                                      -----------   -----------   -----------
   Total                                                    $ .24        $(2.45)         $.41
                                                      ===========   ===========   ===========
Earnings (Loss) Per Common Share As Reported

Primary
   Continuing Operations                                    $(.34)      $( 4.37)        $(.63)
   Discontinued Operations                                                  .02           .56
   Extraordinary Items                                       (.07)                       (.04)
                                                      -----------   -----------   -----------
   Total                                                    $(.41)<F1>  $( 4.35)<F1>    $(.11)<F1>
                                                      ===========   ===========   ===========
Fully Diluted
   Continuing Operations                                    $(.34)      $( 4.37)        $(.63)
   Discontinued Operations                                                  .02           .56
   Extraordinary Items                                       (.07)                       (.04)
                                                      -----------   -----------   -----------
   Total                                                    $(.41)<F1>  $( 4.35)<F1>    $(.11)<F1>
                                                      ===========   ===========   ===========
<FN>
<F1> Based on weighted average number of outstanding common shares since inclusion of common
     stock equivalents or assumed conversion of 8 1/4% notes or Series A Convertible
     Preferred Stock would have been antidilutive.
</TABLE>




<TABLE>
                                                                            EXHIBIT 12
                                   UNISYS CORPORATION
                   COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                    ($ in millions)

                                                    Years Ended December 31
                                       ------------------------------------------------
                                         1996      1995      1994      1993      1992
                                       --------  --------  --------  --------  --------
<S>                                    <C>       <C>       <C>       <C>       <C>
Income (loss) from continuing
  operations before income taxes       $  93.7   $(781.1)   $ 14.6   $ 370.9   $ 301.3
Add (deduct) share of loss (income)
  of associated companies                 (4.9)      5.0      16.6      14.5       3.2
                                       -------   -------   -------   -------   -------
    Subtotal                              88.8    (776.1)     31.2     385.4     304.5
                                       -------   -------   -------   -------   -------
Interest expense (net of interest
  capitalized)                           249.7     202.1     203.7     241.7     340.6
Amortization of debt issuance
  expenses                                 6.3       5.1       6.2       6.6       4.8
Portion of rental expense
  representative of interest              59.2      65.3      65.0      70.5      78.8
                                       -------   -------   -------   -------   -------
    Total Fixed Charges                  315.2     272.5     274.9     318.8     424.2
                                       -------   -------   -------   -------   -------
Earnings (loss) from continuing
  operations before income taxes
  and fixed charges                     $404.0   $(503.6)   $306.1    $704.2    $728.7
                                       =======   =======   =======   =======   =======
Ratio of earnings to fixed charges        1.28     <F1>       1.11      2.21      1.72
                                       =======   =======   =======   =======   =======
<FN>
<F1> Earnings for the year ended December 31, 1995 were inadequate to cover fixed
     charges by approximately $776.1 million.
</TABLE>






                Management's Discussion and Analysis of
            Financial Condition and Results of Operations
            ---------------------------------------------
Overview
- --------
In January 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 ("ISG"),
Global Customer Services ("GCS"), and Computer Systems Group ("CSG").
This realignment involved a major reengineering of the company's business
operations. The realignment had a disruptive effect on the company's
results of operations in the early part of 1996. However, as the year
progressed, the company showed quarter-to-quarter improvement in operational
performance. Additionally, the company took actions in 1996 to lengthen its
debt maturity profile through the issuance of $1.2 billion of debt and the
retirement of $766.4 million of debt with near-term maturities.

During 1996, the company began shipping a new line of large-scale enterprise
servers but experienced delays in the availability of certain models. The
delay prevented the company from reaching the level of shipments and
profitability initially expected for the full year of 1996. The company began
shipping some of the
 previously delayed models in the fourth quarter of 1996.

The company made progress during 1996 achieving anticipated savings from the
restructuring actions announced in the fourth quarter of 1995. The company
estimates the restructuring actions have generated annualized cost savings of
approximately $475 million by the end of 1996. By the end of 1997, the
company estimates that the restructuring actions will generate annualized
cost savings of approximately $600 million. Cash requirements for the
restructuring were approximately $220 million in 1996. Cash expenditures
in 1997 and 1998 are expected to be approximately $200 million and $130
million, respectively, principally for work force reductions outside the
United States and facility costs.

In 1996, the company reported income from continuing operations of $61.8
million compared to a loss from continuing operations of $627.3 million in
1995. On a per-share basis, the 1996 loss from continuing operations, after
preferred dividends, was $.34 per primary and fully diluted common share
compared to a loss from continuing operations of $4.37 per primary and fully
diluted common share in 1995. After an extraordinary item for the early
extinguishment of debt, net income in 1996 was $49.7 million, or a loss of
$.41 per share, compared to a net loss, including discontinued operations,
in 1995 of $624.6 million, or a loss of $4.35 per share.


Results of operations
- ---------------------
As described in Note 2 of the Notes to the Consolidated Financial Statements,
the company recorded special pretax charges of $846.6 million in 1995 and
$186.2 million in 1994. The 1995 charges represented the cost of
restructuring actions undertaken in connection with the realignment of the
company's operations into three business units and provisions for contract
losses. The 1994 charges represented costs for work force reductions. These
special charges were recorded in 1995 and 1994, respectively, in the
following statement of income categories (in millions of dollars): cost
of revenue, $498.7, $109.6; selling, general, and administrative expenses,
$305.2, $47.7; research and development expenses, $42.7, $27.9; and other
income, zero, $1.0, respectively.

The company experienced lower-than-anticipated costs for work force
reductions. As a result, the company reversed certain 1995 restructuring
reserves during 1996. These reversals were offset by charges primarily
relating to the refocus and discontinuance of certain products and
programs as the company's three business units continued to refine their
market focus.

The following comparisons of income statement categories exclude all of
these special charges.

Revenue and gross profit percentage by business unit for 1996 and 1995, on a
pro forma basis, are presented below:

<TABLE>
<CAPTION>
                                             Infor-
                                             mation     Global     Computer
                                    Elimi-   Services   Customer   Systems
(Millions of dollars)    Total      nations  Group      Services   Group
============================================================================
<S>                    <C>         <C>       <C>        <C>        <C>
1996
- ------------------
Customer revenue       $ 6,370.5             $ 1,951.4  $ 1,991.9  $ 2,427.2
Intercompany                       $ (524.0)       9.9       91.0      423.1
                       ---------   --------  ---------  ---------  ---------
Total revenue          $ 6,370.5   $ (524.0) $ 1,961.3  $ 2,082.9  $ 2,850.3
                       =========   ========  =========  =========  =========
Gross profit percent       33.3%                 17.8%      30.8%      40.4%

1995
- -------------------
Customer revenue       $ 6,342.3             $ 1,836.8  $ 1,884.1  $ 2,621.4
Intercompany                       $ (595.2)                112.9      482.3
                       ---------   --------  ---------  ---------  ---------
Total revenue          $ 6,342.3   $ (595.2) $ 1,836.8  $ 1,997.0  $ 3,103.7
                       =========   ========  =========  =========  =========
Gross profit percent       34.5%                 15.1%      31.1%      41.7%
</TABLE>


Revenue for 1996 was $6.4 billion compared to $6.3 billion in 1995 and $6.1
billion in 1994. Revenue from international operations in 1996 and 1995 was
$4.0 billion and $3.9 billion, respectively, and revenue from U.S. operations
was $2.4 billion in both years.

Customer revenue from ISG increased 6% in 1996 due to higher outsourcing
and systems integration revenue. In GCS, customer revenue increased 6% from
1995 levels led by growth in distributed computing support services revenue
which more than offset a decline in core maintenance revenue.  Customer
revenue in CSG decreased 7% principally due to declines in large-
scale enterprise servers.

Total gross profit percent was 33.3% in 1996 compared to 34.5% in 1995
and 38.5% in 1994. CSG gross profit percent was 40.4% in 1996 compared
to 41.7% in 1995. CSG was negatively impacted by the delays in the
availability of certain enterprise servers which prevented it from reaching
the level of shipments and profitability initially expected for the full year,
as well as the continuing shift to lower-margin products.  The gross
profit percent in ISG was 17.8% in 1996 compared to 15.1% in 1995 as a
result of management's efforts to constrain growth in certain markets to
improve profitability. GCS gross profit percent was 30.8% in 1996 compared
to 31.1% in 1995.

Selling, general, and administrative expenses in 1996 were $1.4 billion
compared to $1.5 billion in both 1995 and 1994. Research and development
expenses in 1996 were $342.9 million compared to $361.8 million in 1995
and $430.6 million in 1994. The declines in 1996 were largely due to the
company's cost reduction actions.

In 1996, the company reported operating income of $327.4 million (5.1% of
revenue) compared to $284.5 million (4.5% of revenue) in 1995 and $456.9
million (7.5% of revenue) in 1994.

Interest expense was $249.7 million in 1996, $202.1 million in 1995 and
$203.7 million in 1994. The increase in 1996 was due to a higher level
of debt during 1996.

Other income (loss), net, which can vary from year to year, was income of
$16.0 million  in 1996 and net losses of $16.9 million in 1995 and $52.4
million in 1994. The change in 1996 compared to 1995 was due principally
to foreign exchange gains in 1996 compared to losses in 1995, a gain on
the sale of an equity investment in 1996, and higher equity income.
The decline in the loss in 1995 compared to 1994 was principally due
to higher interest income.

Income from continuing operations before income taxes in 1996 was $93.7
million compared to $65.5 million in 1995 and $200.8 million in 1994.

Estimated income taxes in 1996 were $31.9 million compared to $22.3
million in 1995 and $55.6 million in 1994. The 1996 tax provision
includes a benefit of $24.8 million relating to reversals of deferred
tax valuation allowances due to additional tax planning strategies
available to the company.

In 1996 and 1994, the company recorded extraordinary charges for
repurchases of debt of $12.1 million and $7.7 million, or $.07 and $.04
per fully diluted common share, respectively.

In May of 1995, the company sold its defense business for cash of $862
million. The net results of the defense operations for 1995 and 1994 are
reported separately in the Consolidated Statement of Income as "income from
discontinued operations." Prior-period financial statements have been
restated to report the defense business as a discontinued operation.
See Note 3 of the Notes to Consolidated Financial Statements.

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 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 No. 123, the company adopted the
disclosure-only option and therefore will continue to apply APB Opinion 25
for its stock plans. Accordingly, no compensation expense has been recognized
for its stock option plans. See Note 15 of the Notes to Consolidated
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. This
statement requires that if a transfer of financial assets does not meet
certain criteria for recording the transaction as a sale, the transfer
shall be accounted for as a secured borrowing. At December 31, 1996,
certain receivable transfers, principally outside the United States,
would not meet the criteria for recording as a sale. Accordingly, if
such transfers continue, they would be accounted for as secured
borrowings. SFAS No. 125 is effective for transactions occurring after
December 31, 1996. The company does not expect that adoption of SFAS No. 125
will have a material effect on its consolidated financial position,
consolidated statement of income, or liquidity.


Financial condition
- -------------------
Cash, cash equivalents, and marketable securities at December 31, 1996 were
$1.0 billion compared to $1.1 billion at December 31, 1995. During 1996, cash
used for operating activities was $89.7 million compared to cash provided of
$97.7 million during 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 1996 was $218.8
million compared to $333.3 million a year ago. The decrease was principally
due to a reduction in investments in properties and rental equipment, higher
proceeds from sales of properties and lower expenditures for purchases of
businesses. Cash provided by financing activities during 1996 was $251.2
million compared to cash used of $182.5 million in the year-ago period,
principally due to the issuance and retirement of debt.

At December 31, 1996, total debt was $2.3 billion, an increase of $402.2
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.
In October 1996, the company issued $450.0 million of 11 3/4 % Senior Notes
due 2004.

In 1996 and 1995, the company retired $766.4 million and $68.2 million of
debt, respectively. Included in the 1996 retirements was the early retirement
of $426.8 million of debt scheduled to mature in 1997. These early retirements
resulted in the extraordinary loss of $.07 per share previously discussed.
See Notes 4 and 9 of the Notes to Consolidated Financial Statements.
The company may, from time to time, 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 has not materially
affected 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 that 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 does not expect to
utilize this facility.

In January 1997, the company filed with the Securities and Exchange
Commission a registration statement covering $500 million of debt or
equity securities to enable the company to be prepared for future market
opportunities.

Dividends paid on preferred stock were $120.8 million in 1996 compared to
$120.2 million in 1995 and $228.0 million in 1994. The 1994 dividends paid
included full payment for all preferred dividend arrearages.

In January 1997, the company reached an agreement with Mitsui and Co., Ltd.,
to redeem all of the $100 million Series C Cumulative Convertible Preferred
Stock on March 27, 1997, and all of the $50 million Series B Cumulative
Convertible Preferred Stock on June 26, 1997, at stated value plus accrued
dividends. Accordingly, at December 31, 1996, the company classified such
preferred stock as redeemable preferred stock in the consolidated balance
sheet.

Net cash used for discontinued operations in 1996 was $20.5 million. In 1995,
discontinued operations provided cash of $658.3 million, consisting of $862.0
million proceeds from the sale of the defense business offset by cash used of
$203.7 million. Cash provided by discontinued operations in 1994 was $102.2
million.

At December 31, 1996, the company had deferred tax assets in excess of
deferred tax liabilities of $1,444 million. For the reasons cited below,
management determined that it is more likely than not that $1,009 million of
such assets will be realized, therefore resulting in a valuation allowance of
$435 million.

The company evaluates quarterly the realizability of its net deferred tax
assets by assessing its valuation allowance and by adjusting the amount of
such allowance, if necessary. The factors used to assess the likelihood of
realization are the company's forecast of future taxable income, which is
adjusted by applying probability factors, and available tax planning
strategies that could be implemented to realize deferred tax assets.
The combination of these factors is expected to be sufficient to realize
the entire amount of net deferred tax assets. Approximately $2.9 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, delays
in product availability, or technological obsolescence.

Stockholders' equity decreased $254.2 million during 1996, principally
reflecting the reclassification of the $150.0 million Series B and
C Preferred Stock, translation adjustments of $50.9 million, and preferred
dividends declared of $117.2 million, offset in part by net income
of $49.7 million.

<PAGE>

<TABLE>
CONSOLIDATED STATEMENT OF INCOME
Unisys Corporation
<CAPTION>
- ------------------------------------------------------------------------------
Year Ended December 31
(Millions, except per share data)              1996        1995        1994
==============================================================================
<S>                                         <C>         <C>         <C>
Revenue                                     $  6,370.5  $  6,342.3  $  6,095.5
                                            ----------  ----------  ----------
Costs and expenses
Cost of revenue                                4,252.1     4,650.1     3,858.4
Selling, general and
  administrative expenses                      1,448.1     1,849.8     1,506.9
Research and development expenses                342.9       404.5       458.5
                                            ----------  ----------  ----------
                                               6,043.1     6,904.4     5,823.8
                                            ----------  ----------  ----------
Operating income (loss)                          327.4      (562.1)      271.7
Interest expense                                 249.7       202.1       203.7
Other income (loss), net                          16.0       (16.9)      (53.4)
                                            ----------  ----------  ----------
Income (loss) from continuing
  operations before income taxes                  93.7      (781.1)       14.6
Estimated income taxes (benefit)                  31.9      (153.8)        2.5
                                            ----------  ----------  ----------
Income (loss) from continuing operations
  before extraordinary items                      61.8      (627.3)       12.1
Income from discontinued operations                            2.7        96.1
Extraordinary items                              (12.1)                   (7.7)
                                            ----------  ----------  ----------
Net income (loss)                                 49.7      (624.6)      100.5
Dividends on preferred shares                    120.8       120.3       120.1
                                            ----------  ----------  ----------
Earnings (loss) on common shares            $    (71.1) $   (744.9) $    (19.6)
                                            ==========  ==========  ==========
Earnings (loss) per common share
Primary
Continuing operations                           $ (.34)    $ (4.37)     $ (.63)
Discontinued operations                                        .02         .56
Extraordinary items                               (.07)                   (.04)
                                            ----------  ----------  ----------
Total                                           $ (.41)    $ (4.35)     $ (.11)
                                            ==========  ==========  ==========
Fully diluted
Continuing operations                           $ (.34)    $ (4.37)     $ (.63)
Discontinued operations                                        .02         .56
Extraordinary items                               (.07)                   (.04)
                                            ----------  ----------  ----------
Total                                           $ (.41)    $ (4.35)     $ (.11)
                                            ==========  ==========  ==========
<FN>
See notes to consolidated financial statements.
</TABLE>


<PAGE>

<TABLE>
CONSOLIDATED BALANCE SHEET
Unisys Corporation
<CAPTION>
December 31 (Millions)                        1996          1995
==================================================================
<S>                                       <C>            <C>
Assets
Current assets
Cash and cash equivalents                 $ 1,029.2      $ 1,114.3
Marketable securities                           5.6            5.4
Accounts and notes receivable, net            959.0          996.3
Inventories                                   642.3          673.9
Deferred income taxes                         365.8          329.8
Other current assets                          131.2           98.9
                                          ---------      ---------
Total                                       3,133.1        3,218.6
                                          ---------      ---------
Long-term receivables, net                     59.3           58.7
                                          ---------      ---------
Properties and rental equipment             1,950.3        2,088.4
Less - Accumulated depreciation             1,328.5        1,397.0
                                          ---------      ---------
Properties and rental equipment, net          621.8          691.4
                                          ---------      ---------
Cost in excess of net assets acquired         981.3        1,014.6
                                          ---------      ---------
Investments at equity                         244.4          298.9
                                          ---------      ---------
Deferred income taxes                         678.7          682.6
                                          ---------      ---------
Other assets                                1,248.5        1,148.4
                                          ---------      ---------
Total                                     $ 6,967.1      $ 7,113.2
                                          =========      =========
Liabilities and stockholders' equity
Current liabilities
Notes payable                               $  13.9        $  12.1

Current maturities of long-term debt            5.8          343.5
Accounts payable                              871.1          940.6
Other accrued liabilities                   1,453.4        1,677.4
Dividends payable                              26.6           30.2
Estimated income taxes                         94.3          143.5
                                          ---------      ---------
Total                                       2,465.1        3,147.3
                                          ---------      ---------
Long-term debt                              2,271.4        1,533.3
                                          ---------      ---------
Other liabilities                             474.6          572.4
                                          ---------      ---------
Redeemable preferred stock                    150.0
                                          ---------      ---------
Stockholders' equity
Preferred stock                             1,420.2        1,570.3
Common stock, shares issued:
  1996 - 175.7; 1995 - 172.3                    1.8            1.7
Accumulated deficit                          (770.1)        (702.6)
Other capital                                 954.1          990.8
                                          ---------      ---------
Stockholders' equity                        1,606.0        1,860.2
                                          ---------      ---------
Total                                     $ 6,967.1      $ 7,113.2
                                          =========      =========
<FN>
See notes to consolidated financial statements.
</TABLE>


<PAGE>

<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS
Unisys Corporation
<CAPTION>
- -------------------------------------------------------------------------------
Year Ended December 31 (Millions)                   1996       1995       1994
===============================================================================
<S>                                               <C>      <C>          <C>
Cash flows from operating activities
Income (loss) from continuing operations          $ 61.8   $ (627.3)    $ 12.1
Add (deduct) items to reconcile income
  (loss) from continuing operations to net
  cash (used for) provided by
  operating activities:
Effect of extraordinary items                      (12.1)                 (7.7)
Depreciation                                       182.0      203.0      226.2
Amortization:
  Marketable software                              101.6      151.7      150.5
  Cost in excess of net assets acquired             46.1       40.9       36.9
(Decrease) in deferred income taxes, net           (51.0)    (223.1)     (60.6)
Decrease (increase) in receivables, net             11.0      (66.9)     (16.5)
Decrease (increase) in inventories                  32.1      (15.4)     (28.0)
(Decrease) increase in accounts payable
  and other accrued liabilities                   (258.4)     565.6      186.3
(Decrease) in estimated income taxes               (34.7)     (63.9)     (12.2)
(Decrease) increase in other liabilities           (85.9)     215.5      (36.8)
(Increase) decrease in other assets                (70.3)    (132.7)      57.6
Other                                              (11.9)      50.3       21.3
                                                --------   --------   --------
Net cash (used for) provided
  by operating activities                          (89.7)      97.7      529.1
                                                --------   --------   --------
Cash flows from investing activities
Proceeds from investments                        1,846.1    3,311.9    1,792.7
Purchases of investments                        (1,845.9)  (3,329.6)  (1,816.4)
Proceeds from marketable securities                            14.4      197.9
Purchases of marketable securities                                       (97.2)
Proceeds from sales of properties                   77.4       30.3       24.8
Investment in marketable software                 (116.2)    (123.0)    (121.3)
Capital additions of properties and
  rental equipment                                (162.3)    (195.0)    (208.2)
Purchases of businesses                            (17.9)     (42.3)
                                                --------   --------   --------
Net cash used for investing activities            (218.8)    (333.3)    (227.7)
                                                --------   --------   --------
Cash flows from financing activities
Proceeds from issuance of debt                   1,139.7
Principal payments of debt                        (766.4)     (68.2)    (140.1)
Net (reduction in) proceeds from
  short-term borrowings                             (1.9)       3.1        2.9
Dividends paid on preferred shares                (120.8)    (120.2)    (228.0)
Other                                                 .6        2.8        3.7
                                                --------   --------   --------
Net cash provided by (used for)
  financing activities                             251.2     (182.5)    (361.5)
                                                --------   --------   --------
Effect of exchange rate changes
  on cash and cash equivalents                      (7.3)       5.7       (9.1)
                                                --------   --------   --------
Net cash used for continuing operations            (64.6)    (412.4)     (69.2)
                                                --------   --------   --------
Discontinued operations
Proceeds from sale                                            862.0
Other                                              (20.5)    (203.7)     102.2
                                                --------   --------   --------
Net cash (used for) provided by
  discontinued operations                          (20.5)     658.3      102.2
                                                --------   --------   --------
(Decrease) increase in cash and
  cash equivalents                                 (85.1)     245.9       33.0
                                                --------   --------   --------
Cash and cash equivalents, beginning of year     1,114.3      868.4      835.4
                                                --------   --------   --------
Cash and cash equivalents, end of year         $ 1,029.2  $ 1,114.3    $ 868.4
                                               =========  =========   ========
<FN>
See notes to consolidated financial statements.
</TABLE>


<PAGE>
                  Notes to Consolidated Financial Statements
                              Unisys Corporation
                  ------------------------------------------

NOTE 1  Summary of significant accounting policies
- --------------------------------------------------

Principles of consolidation
- ---------------------------
The consolidated financial statements include the accounts of all wholly
owned subsidiaries. Investments in companies representing ownership
interests of 20% to 50% are accounted for by the equity method.

Use of estimates
- ----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.

Cash equivalents
- ----------------
All short-term investments purchased with a maturity of three months or
less are classified as cash equivalents.

Inventories
- -----------
Inventories are valued at the lower of cost or market. Cost is
determined principally on the first-in, first-out method.

Properties, rental equipment, and depreciation
- ----------------------------------------------
Properties and rental equipment are carried at cost and are depreciated
over the estimated lives of such assets using the straight-line
method. Leasehold improvements are amortized over the shorter of the asset
lives or the terms of the respective leases. The principal rates used are
summarized below by classification of properties:

                            Rate per year (%)
                            -----------------
Buildings                        2 - 5
Machinery and equipment         5 - 25
Tools and test equipment       10 - 33 1/3
Rental equipment                    25

Revenue recognition
- -------------------
Sales revenue is generally recorded upon shipment of product in the case
of sales contracts, upon shipment of the program in the case of software,
and upon installation in the case of sales-type leases.  Revenue from
services and equipment maintenance is recorded as earned over the lives
of the respective contracts.

Revenue under systems integration and services contracts is recognized
when services have been performed and accepted or milestones have been met.
Cost of revenue under such contracts is charged based on current estimated
total costs.

Accounting for large multi-year, fixed-price systems integration
contracts involves considerable use of estimates in determining revenue,
costs, and profits. When estimates indicate a loss under a contract, cost of
revenue is charged with a provision for such loss. Revisions in profit
estimates are reflected in the period in which the facts that give rise
to the revision become known.

Income taxes
- ------------
Income taxes are provided on taxable income at the statutory rates applicable
to such income. Deferred taxes have not been provided on the cumulative
undistributed earnings of foreign subsidiaries since such amounts are
expected to be reinvested indefinitely.

Earnings per common share
- -------------------------
The computation of both primary and fully diluted earnings per share was
based on the weighted average number of outstanding common shares. The
inclusion of additional shares assuming the exercise of stock options,
conversion of Series A Cumulative Convertible Preferred Stock, or conversion
of the 8 1/4% convertible subordinated notes due August 1, 2000, and March
15, 2006, would have been antidilutive. The shares used in the computations
for the three years ended December 31, 1996 were as follows (in thousands):

                        1996          1995          1994
                      -------       -------       -------
  Primary             172,601       171,238       170,752
  Fully diluted       172,601       171,238       170,752


Software capitalization
- -----------------------
The cost of development of computer software to be sold or leased is
capitalized and amortized to cost of sales over the estimated revenue-
producing lives of the products, but not in excess of three years following
product release. Unamortized marketable software costs (which are
included in other assets) at December 31, 1996 and 1995 were $223.1 and
$238.9 million, respectively.

Cost in excess of net assets acquired
- -------------------------------------
Cost in excess of net assets acquired principally represents the excess
of cost over fair value of the net assets of Sperry Corporation, which
is being amortized on the straight-line method over 40 years.
Accumulated amortization at December 31, 1996 and 1995 was $617.1 and
$571.6 million, respectively.

The carrying value of cost in excess of net assets acquired is reviewed
for impairment whenever events or changes in circumstances indicate that
it may not be recoverable. If such an event occurred, the company would
prepare projections of future results of operations for the remaining
amortization period. If such projections indicated that the cost in
excess of net assets acquired would not be recoverable, the company's
carrying value of such asset would be reduced by the estimated excess
of such value over projected income.

Translation of foreign currency
- -------------------------------
The local currency is the functional currency for most of the company's
international subsidiaries and, as such, assets and liabilities are
translated into U.S. dollars at year-end exchange rates. Income and
expense items are translated at average exchange rates during the year.
Translation adjustments resulting from changes in exchange rates are
reported in a separate component of stockholders' equity. Exchange gains
and losses on forward exchange contracts designated as hedges of
international net investments and exchange gains and losses on
intercompany balances of a long-term investment nature are also
reported in the separate component of stockholders' equity.

For those international subsidiaries operating in hyper-inflationary
economies, the U.S. dollar is the functional currency and, as such,
non-monetary assets and liabilities are translated at historical
exchange rates and monetary assets and liabilities are translated at current
exchange rates. Exchange gains and losses arising from translation are
included in other income.

The company also enters into forward exchange contracts and options that
have been designated as hedges of certain transactional exposures. Gains and
losses on these instruments are deferred and are recognized in income
together with the transaction being hedged.

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

NOTE 2  Significant fourth-quarter events
- -----------------------------------------

Restructuring charges
- ---------------------
In the fourth quarter of 1995, the company recorded a pretax charge of
$717.6 million, $581.9 million after tax, or $3.39 per fully diluted
common share. The charge included (a) $436.6 million for work force
reductions of approximately 7,900 people including severance, notice pay,
medical, and other benefits, (b) $218.6 million for consolidation of office
facilities and manufacturing capacity, and (c) $62.4 million associated with
product and program discontinuances.

In the fourth quarter of 1994, the company recorded a pretax charge of
$186.2 million, $133.1 million after tax, or $.78 per fully diluted common
share. The charge was related to involuntary employee termination benefits
including severance, notice pay, medical, and other benefits for approximately
4,600 people and was taken to reduce the company's cost structure.

Cash expenditures related to restructuring in 1996, 1995, and 1994 were
$220.8 million, $133.0 million, and $6.3 million, respectively. Cash
expenditures in 1997 and 1998 are expected to be approximately $200
million and $130 million, respectively, principally for work force
reductions outside the United States and facility costs. Personnel
reductions in 1996 related to restructuring actions were approximately 5,000
and are expected to be approximately 2,200 in 1997 and 700 in 1998. Actual
costs incurred are charged to the accrued liability when the actions are
taken.

Activity related to the restructuring reserve during the year ended
December 31, 1996 was as follows:

(Millions)        12/31/95    Utilized   Other(4)  12/31/96
- -----------------------------------------------------------
Work force
reductions (1)     $ 473.3   $ (155.6)  $ (110.2)   $ 207.5
Facilities (2)       249.6      (62.9)       5.6      192.3
Products (3)          11.4      (81.9)     104.6       34.1
                   -------   --------   --------   --------
                   $ 734.3   $ (300.4)   $   -0-    $ 433.9
                   =======   ========   ========   ========
- -----------------------------------------------------------
(1) Includes severance, notice pay, medical, and other benefits.
(2) Includes consolidation of office facilities and manufacturing capacity.
(3) Includes product and program discontinuances.
(4) Includes revisions to 1995 classifications, reversals of excess reserves,
and provisions in 1996.

During 1996, the company experienced lower-than-anticipated costs for
work force reductions. Revisions of estimates for these costs were offset
by additional provisions for product and program discontinuances and facility
consolidations, $84 million of which were recorded in the
fourth quarter.

1995 fourth quarter events
- --------------------------
In the fourth quarter of 1995, the company recorded a charge (in cost of
revenue) for contract losses of $129.0 million ($88.6 million after tax),
or $.51 per primary and fully diluted share, related to certain services
contracts, primarily a few large multi-year, fixed-price systems
integration contracts. Included in the charge is $65.5 million related
to fourth-quarter developments with respect to contract terminations and
$63.5 million related to contract performance issues including schedule
slippages, late deliveries, and cost overruns that arose in that quarter.

Summary
- -------
The 1995 charges for restructuring and loss contracts and the 1994
restructuring charge were recorded in the following statement of income
classifications:


Year ended December 31 (Millions)                 1995        1994
- -------------------------------------------------------------------
Cost of revenue                                 $ 498.7     $ 109.6
Selling, general and administrative expenses      305.2        47.7
Research and development expenses                  42.7        27.9
Other income, net                                               1.0
                                                -------     -------
Total                                           $ 846.6     $ 186.2
                                                =======     =======
NOTE 3  Discontinued operations
- -------------------------------
During the year ended December 31, 1995, the company sold its defense
business for cash of $862 million. The net results of the defense
operations for 1995 and 1994 are 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:

Year ended December 31 (Millions)        1995        1994
- -----------------------------------------------------------
Revenue                                $ 258.1*   $ 1,421.5
                                       ========   =========
Income from operations (net of
taxes: 1995, $6.5; 1994, $42.5)         $ 12.5*      $ 96.1
Loss on sale, net of taxes of $ 98.2      (9.8)
                                       --------   ---------
   Income from discontinued
    operations                           $ 2.7       $ 96.1
                                       ========   =========

* Reflects results for the period January 1 through March 31, 1995.

NOTE 4  Accounting changes and extraordinary items
- --------------------------------------------------

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 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 No. 123, the company
adopted the disclosure-only option and therefore will continue to apply
APB Opinion 25 for its stock plans. Accordingly, no compensation expense
has been recognized for its stock option plans. The adoption of these
statements had no effect on the company's consolidated financial position,
consolidated statement of income, or liquidity.

In 1996, SFAS No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities," was issued. This
statement is effective for transactions occurring after December 31, 1996.
The company does not expect that adoption of SFAS No. 125 will have a
material effect on its consolidated financial position, consolidated
statement of income, or liquidity.

In 1996 and 1994, the company recorded extraordinary charges for
extinguishment of debt as follows: 1996, $12.1 million, net of $6.5 million
of income tax benefits, or $.07 per fully diluted common share; 1994, $7.7
million, net of $5.1 million of income tax benefits, or $.04 per fully
diluted common share.

NOTE 5  Current and long-term receivables, net
- ----------------------------------------------

Current and long-term receivables, net comprise the following:

December 31 (Millions)               1996        1995
- ------------------------------------------------------
Accounts receivable, net           $ 934.0     $ 975.1
Sales-type leases, net                54.5        50.7
Installment accounts, net             29.8        29.2
                                   -------     -------
Total, net                         1,018.3     1,055.0
Less - Current receivables, net      959.0       996.3
                                   -------     -------
Long-term receivables, net          $ 59.3      $ 58.7
                                   =======     =======

At December 31, 1996 and 1995, the company had sold accounts receivable
of $308.0 and $393.0 million, respectively. Recourse amounts associated
with these sales are expected to be minimal. Adequate reserves have been
provided to cover potential losses. On an ongoing basis, the company sells
accounts receivable to Unisys Receivables, Inc., a wholly owned subsidiary,
which then sells such receivables to a master trust. Amounts sold under
this arrangement, which are included in the above accounts receivable sold,
were $155.0 and $152.5 million at December 31, 1996 and 1995, respectively.

NOTE 6  Inventories
- -------------------

Inventories comprise the following:

December 31 (Millions)                 1996       1995
                                     -------    -------
Finished equipment and supplies      $ 325.5    $ 358.6
Work in process and raw materials      316.8      315.3
                                     -------    -------
Total inventories                    $ 642.3    $ 673.9
                                     =======    =======

At December 31, 1996 and 1995, work in process inventories included
$154.7 and $120.0 million, respectively, of costs related to long-term
contracts.

NOTE 7  Estimated income taxes
- ------------------------------

Year ended December 31 (Millions)     1996       1995      1994
                                    -------    -------    -------
Income (loss) from continuing
 operations before income taxes
    United States                   $ (91.1)  $ (482.7)   $ (75.2)
    Foreign                           184.8     (298.4)      89.8
                                    -------    -------    -------
Total income (loss) from continuing
  operations before income taxes     $ 93.7   $ (781.1)    $ 14.6
                                    =======    =======    =======
Estimated income taxes (benefit)
    Current
       United States                 $  -      $ (83.6)    $ (6.0)
       Foreign                         72.0       60.5       87.7
       State and local                 10.9       (5.7)     (18.6)
                                    -------    -------    -------
       Total                           82.9      (28.8)      63.1
                                    -------    -------    -------
    Deferred
       United States                  (70.9)    (140.4)     (32.8)
       Foreign                         12.4       15.4      (27.8)
       State and local                  7.5
                                    -------    -------    -------
       Total                          (51.0)    (125.0)     (60.6)
                                    -------    -------    -------
Total estimated income
 taxes (benefit)                     $ 31.9   $ (153.8)     $ 2.5
                                    =======    =======    =======
 
Following is a reconciliation of estimated income taxes at the United
States statutory tax rate to estimated income taxes as reported:

Year ended December 31 (Millions)     1996      1995       1994
                                   --------   --------   --------
United States statutory income
 tax (benefit)                       $ 32.8   $ (273.4)     $ 5.1
Difference in estimated income
 taxes on foreign earnings, losses,
 and remittances                        7.9      192.8       30.3
State taxes                            11.8       (3.6)     (12.1)
Tax refund claims, audit issues,
 and other matters                    (12.9)     (85.4)     (32.8)
Amortization of cost in excess
 of net assets acquired                12.6       12.6       12.6
Reversal of valuation allowances      (24.8)
Other                                   4.5        3.2        (.6)
                                   --------   --------   --------
Estimated income taxes (benefit)     $ 31.9   $ (153.8)     $ 2.5
                                    =======    =======    =======

The tax effects of temporary differences and carryforwards that give
rise to significant portions of deferred tax assets and liabilities at
December 31, 1996 and 1995 were as follows:

December 31 (Millions)                 1996        1995
                                    --------    --------
Deferred tax assets:
Tax loss carryforwards               $ 469.4     $ 532.8
Foreign tax credit carryforwards       407.8       316.8
Other tax credit carryforwards          77.5        77.8
Capitalized research and
  development                          242.4       114.2
Depreciation                            61.3        60.7
Postretirement benefits                 85.0        85.3
Employee benefits                       73.0        81.6
Restructuring                          196.4       286.1
Other                                  250.4       331.0
                                    --------    --------
                                     1,863.2     1,886.3
Valuation allowance                   (434.9)     (498.5)
                                    --------    --------
Total deferred tax assets          $ 1,428.3   $ 1,387.8
                                    ========    ========
Deferred tax liabilities:
Pensions                             $ 315.1     $ 317.5
Other                                  103.9       112.1
                                    --------    --------
Total deferred tax liabilities       $ 419.0     $ 429.6
                                    ========    ========

SFAS No. 109 requires that deferred tax assets be reduced by a valuation
allowance if it is more likely than not that some portion or all of the
deferred tax asset will not be realized. During 1996, the net decrease
in the valuation allowance was $63.6 million.

Cumulative undistributed earnings of foreign subsidiaries, for which no
U.S. income or foreign withholding taxes have been recorded, approximated
$595 million at December 31, 1996. Such earnings are expected to be
reinvested indefinitely. Determination of the amount of unrecognized
deferred tax liability with respect to such earnings is not practicable.
The additional taxes payable on the earnings of foreign subsidiaries, if
remitted, would be substantially offset by U.S. tax credits for foreign
taxes already paid. While there are no specific plans to distribute the
undistributed earnings in the immediate future, where economically
appropriate to do so, such earnings may be remitted.

Cash paid during 1996, 1995, and 1994 for income taxes was $112.7,
$132.2, and $87.6 million, respectively.

At December 31, 1996, the company has U.S. federal and state and local
tax loss carryforwards and foreign tax loss carryforwards for certain foreign
subsidiaries, the tax effect of which is approximately $469.4 million. These
carryforwards will expire as follows (in millions): 1997, $10.1; 1998, $3.2;
1999, $7.6; 2000, $13.0; 2001, $10.0; and $425.5 thereafter. The company also
has available tax credit carryforwards of approximately $485.3 million, which
will expire as follows (in millions): 1997, $2.1; 1998, $109.6; 1999, $119.8;
2000, $100.1; 2001, $108.6; and $45.1 thereafter.

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 assurance 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, delays in product
availability, or technological obsolescence.

The company is currently contesting issues before the Internal Revenue
Service in connection with Sperry Corporation for the years ended
March 31, 1978 through September 16, 1986. For Convergent, Inc., the company
is awaiting a report from the Internal Revenue Service confirming the
treatment of settled issues for the years 1985-1988. In management's opinion,
adequate provisions for income taxes have been made for all years.

NOTE 8  Properties and rental equipment
- ---------------------------------------

Properties and rental equipment comprise the following:

December 31 (Millions)          1996        1995
                             ---------   ---------
Land                            $ 24.6      $ 26.8
Buildings                        218.5       239.8
Machinery and equipment        1,269.0     1,312.6
Tools and test equipment         138.3       159.8
Unamortized leasehold
  improvements                    42.5        52.7
Construction in progress          19.6        29.9
Rental equipment                 237.8       266.8
                             ---------   ---------
Total properties and rental
  equipment                  $ 1,950.3   $ 2,088.4
                             =========   =========
NOTE 9  Long-term debt
- ----------------------

Long-term debt comprises:

December 31 (Millions)            1996       1995
                                -------    -------
9 1/2% notes due 1998           $ 197.5    $ 197.5
10 5/8% senior notes due 1999     330.1      330.1
8 1/4% convertible subordinated
  notes due 2000                  345.0      345.0
12% senior notes due 2003         425.0
11 3/4% senior notes due 2004     450.0
8 1/4% convertible subordinated
  notes due 2006                  299.0
9 3/4% senior sinking fund
  debentures due 2016             190.0      190.0
Credit sensitive notes                       291.8
9 3/4% senior notes                          238.1
8 7/8% notes                                 135.0
Japanese yen                                 100.3
Other                              40.6       49.0
                                -------    -------
Total                           2,277.2    1,876.8
Less - Current maturities           5.8      343.5
                                -------    -------
Total long-term debt          $ 2,271.4  $ 1,533.3
                                =======    =======

Total long-term debt maturities in 1997, 1998, 1999, 2000, and 2001 are
$5.8, $213.0, $345.0, $361.0, and $12.2 million, respectively.

Cash paid during 1996, 1995, and 1994 for interest was $255.1, $201.3,
and $208.9, million, respectively.

In the fourth quarter of 1996, the company purchased approximately $173
million of U.S. Government securities and deposited them into
an irrevocable trust. The funds in the trust will be used solely to satisfy
the remaining scheduled payments of interest and principal on approximately
$155 million of the company's outstanding Credit Sensitive Notes due July 1,
1997. As a result, the Notes are extinguished for financial reporting
purposes. The company had previously purchased approximately $137 million of
such Notes in the open market and had redeemed all of its 8 7/8% Notes due
July 1997. These debt extinguishments resulted in an extraordinary loss of
$.07 per share.

The company has a one-year $200 million revolving credit facility that
expires in June 1997. 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 pays
commitment fees on the unused amount of the facility. In addition,
international subsidiaries maintain short-term credit arrangements with banks
in accordance with local customary practice.

NOTE 10  Other accrued liabilities
- ----------------------------------

Other accrued liabilities comprise the following:

December 31 (Millions)                   1996         1995
                                       -------      -------
Payrolls and commissions               $ 305.6      $ 328.4
Customers' deposits and prepayments      551.9        507.3
Taxes other than income taxes            164.6        172.4
Restructuring*                           294.7        503.7
Other                                    136.6        165.6
                                       -------      -------
Total other accrued liabilities      $ 1,453.4    $ 1,677.4
                                       =======      =======

* At December 31, 1996 and 1995, an additional $139.2 million and $230.6
  million, respectively, was reported in other liabilities on the
  consolidated balance sheet.

NOTE 11  Leases
- ---------------

Rental expense, less income from subleases, for 1996, 1995, and 1994 was
$177.7, $195.8, and $195.1 million, respectively.

Minimum net rental commitments under noncancelable operating leases
outstanding at December 31, 1996, substantially all of which relate to real
properties, were as follows: 1997, $152.4 million; 1998, $124.8 million;
1999, $102.1 million; 2000, $77.1 million; 2001, $63.5 million; and
thereafter, $425.0 million. Such rental commitments have been reduced
by minimum sublease rentals of $112.0 million due in the future under non-
cancelable subleases.

NOTE 12  Litigation
- -------------------

There are various lawsuits, claims, and proceedings that have been brought or
asserted against the company. Although the ultimate results of these lawsuits,
claims, and proceedings are not currently determinable, management does not
expect that these matters will have a material adverse effect on the 
company's consolidated financial position, consolidated statement of income 
or liquidity.

NOTE 13  Financial instruments
- ------------------------------

The company uses derivative financial instruments to reduce its exposure to
market risks from changes in foreign exchange rates and interest rates. The
company does not hold or issue financial instruments for speculative trading
purposes. The derivative instruments used are foreign exchange forward
contracts and options. These derivatives, which are over-the-counter
instruments, are non-leveraged and involve little complexity.

The company monitors and controls its risks in the derivative transactions
referred to above by periodically assessing the cost of replacing, at
market rates, those contracts in the event of default by the counterparty.
The company believes such risk to be remote. In addition, before entering
into derivative contracts, and periodically during the life of the contract,
the company reviews the counterparties' financial condition.

Due to its foreign operations, the company is exposed to the effects of
foreign exchange rate fluctuations on the U.S. dollar. Foreign exchange
forward contracts and options generally having maturities of less than
nine months are entered into for the sole purpose of hedging certain
transactional exposures.

The cost of foreign currency options is recorded in prepaid expenses
in the consolidated balance sheet. At December 31, 1996, such prepaid
expense was $3.6 million. When the U.S. dollar strengthens against
foreign currencies, the decline in value of the underlying exposures
is partially offset by gains in the value of purchased currency options
designated as hedges. When the U.S. dollar weakens, the increase in the
value of the underlying exposures is reduced only by the premium paid
to purchase the options. The cost of options and any gains thereon
are reported in income when the related transactions being hedged
(generally within 12 months) are recognized.

The company also enters into foreign exchange forward contracts. Gains
and losses on such contracts, which hedge transactional exposures,
are deferred and included in current liabilities until the corresponding
transaction is recognized. At December 31, 1996, the company had a total
of $200.0 million (of notional value) of foreign exchange forward contracts,
$144.7 million to sell foreign currencies, and $55.3 million to buy foreign
currencies. At December 31, 1995, the company had a total of $370.9 million
of such contracts, $176.1 million to sell foreign currencies and $194.8
million to buy foreign currencies. At December 31, 1996, a realized net
gain on such contracts of approximately $2.8 million was deferred and
included in current liabilities. Gains or losses on foreign exchange
forward contracts that hedge foreign currency transactions are
reported in income when the related transactions being hedged
(generally within 12 months) are recognized.

Financial instruments comprise the following:

December 31 (Millions)                       1996           1995
                                          ---------      ---------
Outstanding:
  Long-term debt                          $ 2,277.2      $ 1,876.8
  Foreign exchange forward contracts*         200.0          370.9
  Foreign exchange options*                   282.3          256.8
  Interest rate swaps*                          -             50.2
  Foreign currency swaps*                       -             50.1
                                          ---------      ---------
Estimated fair value:
  Long-term debt                            2,374.3        1,715.8
  Foreign exchange forward contracts          197.8          369.3
  Foreign exchange options                      5.9            3.8
  Interest rate swaps                           -             (1.0)
  Foreign currency swaps                        -             18.6

*notional value

Financial instruments also include temporary cash investments and
customer accounts receivable. Temporary investments are placed with
creditworthy financial institutions, primarily in over-securitized treasury
repurchase agreements, Euro-time deposits, or commercial paper of major
corporations. The company's cash equivalents are classified as available-for-
sale and at December 31, 1996, principally have maturities of less than one
month. Due to the short maturities of these instruments, they are carried on
the balance sheet at cost plus accrued interest, which approximates market
value. Realized gains or losses during 1996 and 1995, as well as unrealized
gains or losses at December 31, 1996, were immaterial. Receivables are due
from a large number of customers that are dispersed worldwide across many
industries. At December 31, 1996 and 1995, the company had no significant
concentrations of credit risk.

For foreign currency contracts and options, no impact on financial
position or results of operations would result from a change in the
level of the underlying rate, price or index. All of the company's
foreign currency contracts and options are hedges against specific
exposures and have been accounted for as such. Therefore, a change in the
derivative's value would be offset with an equal but opposite change in 
the hedged item.

The carrying amount of cash, cash equivalents, and marketable securities
approximates fair value because of the short maturity of these instruments.
The fair value of the company's long-term debt was based on the quoted market
prices for publicly traded issues. For debt that is not publicly traded, the
fair value was estimated based on current yields to maturity for the company's
publicly traded debt with similar maturities. In estimating the fair value of
its derivative positions, the company utilizes quoted market prices, if
available, or quotes obtained from outside sources.


NOTE 14  Business segment information
- -------------------------------------

The company operates primarily in one business segment - information
management. This segment represents more than 90% of consolidated revenue,
operating profit, and identifiable assets. The company's products and
services include enterprise-class and network servers, desktop/mobile
systems, software, systems integration, consulting and outsourcing services,
distributed computing support services, and hardware/software maintenance.
These products and services are marketed throughout the world to commercial
businesses and governments. The company's worldwide operations are structured
to achieve consolidated objectives. As a result, significant
interdependencies and overlaps exist among the company's operating units.
Accordingly, the revenue, operating profit, and identifiable
assets shown for each geographic area may not be indicative of the amounts
that would have been reported if the operating units were independent
of one another.

Sales and transfers between geographic areas are generally priced to
recover cost plus an appropriate mark-up for profit. Operating profit is
revenue less related costs and direct and allocated operating expenses,
excluding interest and the unallocated portion of corporate expenses.
Corporate assets are those assets maintained for general purposes,
principally cash and cash equivalents, marketable securities, costs
in excess of net assets acquired, prepaid pension assets, deferred
taxes, investments at equity, and corporate facilities.

No single customer accounts for more than 10% of revenue. Revenue from
various agencies of the U.S. Government approximated $542, $530, and $476
million in 1996, 1995, and 1994, respectively.

A summary of the company's operations by geographic area is presented below:

(Millions)                   1996        1995        1994
                          ---------   ---------   ---------
United States
  Customer revenue        $ 2,350.0   $ 2,405.5   $ 2,389.1
  Affiliate revenue           720.2       721.6       695.6
                          ---------   ---------   ---------
  Total                   $ 3,070.2   $ 3,127.1   $ 3,084.7
                          =========   =========   =========
  Operating profit (loss)   $ (23.7)   $ (306.9)     $ 33.3
  Identifiable assets       1,314.9     1,368.5     1,247.8
                          ---------   ---------   ---------
Europe and Africa
  Customer revenue        $ 2,063.5   $ 2,090.3   $ 1,935.4
  Affiliate revenue            28.2        28.8        47.2
                          ---------   ---------   ---------
  Total                   $ 2,091.7   $ 2,119.1   $ 1,982.6
                          =========   =========   =========
  Operating profit (loss)    $ 76.0    $ (505.0)    $ (82.5)
  Identifiable assets         777.5       827.8       758.2
                          ---------   ---------   ---------
Americas/Pacific
  Customer revenue        $ 1,957.0   $ 1,846.5   $ 1,771.0
  Affiliate revenue           122.3       138.7       177.7
                          ---------   ---------   ---------
  Total                   $ 2,079.3   $ 1,985.2   $ 1,948.7
                          =========   =========   =========
  Operating profit          $ 420.9     $ 408.0     $ 392.6
  Identifiable assets         492.6       496.1       628.1
                          ---------   ---------   ---------
Adjustments
 and eliminations
  Affiliate revenue        $ (870.7)   $ (889.1)   $ (920.5)
  Operating profit             (4.8)       21.5        18.4
  Identifiable assets         (28.7)      (23.9)      (50.7)
                          ---------   ---------   ---------
Consolidated
  Revenue                 $ 6,370.5   $ 6,342.3   $ 6,095.5
                          =========   =========   =========
  Operating profit (loss)   $ 468.4    $ (382.4)    $ 361.8
  General corporate
    expenses                 (125.0)     (196.6)     (143.5)
  Interest expense           (249.7)     (202.1)     (203.7)
                          ---------   ---------   ---------
  Income (loss) from
  continuing operations
  before income taxes        $ 93.7    $ (781.1)     $ 14.6
                          =========   =========   =========
  Identifiable assets     $ 2,556.3   $ 2,668.5   $ 2,583.4
  Corporate assets          4,410.8     4,444.7     4,610.0
                          ---------   ---------   ---------
  Total assets            $ 6,967.1   $ 7,113.2   $ 7,193.4
                          =========   =========   =========

NOTE 15  Employee plans
- -----------------------

Retirement benefits
- -------------------
Defined benefit retirement income plans cover the majority of domestic
employees and certain employees in countries outside the United States.
In the United States, the company has a retirement plan under which funds
are deposited with a trustee. Major subsidiaries outside the United States
provide for employee pensions in accordance with local requirements and 
customary practices, and several maintain funded defined benefit plans.

For the plan covered by the Employee Retirement Income Security Act
("ERISA"), the company's funding policy is to fund in accordance with ERISA
funding standards. The various benefit formulas and the funding methods used
in the international plans are in accordance with local requirements. Plan
assets generally are invested in common stocks, fixed-income securities,
insurance contracts, and real estate. At December 31, 1996, the assets of the
company's U.S. pension plan included approximately 1.3 million shares of the
company's common stock valued at approximately $9.0 million.

Net curtailment gains of $10.5, $14.9, and $8.3 million have been recognized
in 1996, 1995, and 1994, respectively.

Stock plans
- -----------
Under plans approved by the stockholders, stock options, stock appreciation
rights, restricted stock, and restricted stock units may be granted to
officers and other key employees.

Options have been granted to purchase the company's common stock at 100%
of the fair market value at the date of grant. Options have a maximum 
duration of ten years and become exercisable in annual installments
over a two-, three- or four-year period following date of grant.

Restricted stock and restricted stock units have been granted and are
subject to forfeiture until the expiration of a specified period of
service commencing on the date of grant. Compensation expense resulting
from the awards is charged to income ratably from the date of grant until the
date the restrictions lapse and is based on fair market value at the date of
grant. During the year ended December 31, 1996, 2.9 million shares of
restricted stock and restricted stock units were granted at a weighted
average grant date price of $7.06 per share, .5 million shares and units
were forfeited, and $4.6 million was charged to income.

Effective January 1, 1996, the company adopted the disclosure-only
option under SFAS No. 123, "Accounting for Stock-Based Compensation."
The company continues to apply APB Opinion 25 for its stock plans.
Accordingly, no compensation expense has been recognized for its stock
option plans.

Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, and has been determined as if the company had
accounted for its stock plans under the fair value method of SFAS No. 123.
The fair value of stock options was estimated at the date of grant using
a Black-Scholes option pricing model with the following weighted average
assumptions for 1996 and 1995, respectively: risk-free interest rates
of 6.34% and 6.70%, volatility factors of the expected market price of
the company's common stock of 55%, a weighted average expected life of
the option of 5 years, and no dividends.

For purposes of the pro forma disclosures, the estimated fair value of
the options is amortized to expense over the options' vesting period.
The company's pro forma net income (loss) for the years ended December
31, 1996 and 1995, respectively, follows: 1996, $46.0 million or a loss of
$.43 per share; and 1995, $(626.9) million or a loss of $4.36 per share.
Since the fair value of options is recognized over the vesting period,
the initial impact on pro forma net income may not be representative of
pro forma results in future years, when the effect of multiple awards would
be reflected in the pro forma results.

A summary of the status of stock option activity follows:

<TABLE>
<CAPTION>
Year ended December 31
(Shares in thousands)               1996                    1995                    1994
                           ----------------------  ----------------------  ----------------------
                                   Weighted Avg.           Weighted Avg.           Weighted Avg.
                           Shares  Exercise Price  Shares  Exercise Price  Shares  Exercise Price
                           ------- --------------  ------- --------------  ------- --------------
<S>                        <C>     <C>             <C>     <C>             <C>     <C>
Outstanding at
  beginning of year        17,429      $11.48      17,474      $11.81      15,402      $12.05
Granted                     4,493        6.23       4,332        9.99       4,499       11.09
Exercised                    (119)       4.20        (471)       5.98        (654)       5.57
Forfeited and expired      (3,579)      11.87      (3,906)      11.99      (1,773)      14.31
                           ----------------------  ----------------------  ----------------------
Outstanding at
  end of year              18,224       10.16      17,429       11.48        17,474     11.81
                           ----------------------  ----------------------  ----------------------
Exercisable at
  end of year              10,499       11.57       9,997       12.14         9,620     12.40
                           ----------------------  ----------------------  ----------------------
Shares available
  for granting options
  at end of year            4,351                   4,480                     2,105
                           ----------------------  ----------------------  ----------------------
Weighted average fair
  value of options
  granted during the year               $3.40                   $5.58
                           ----------------------  ----------------------  ----------------------
</TABLE>


<TABLE>
<CAPTION>
At December 31, 1996
(Shares in thousands)      Outstanding                   Exercisable
                       ----------------------------  -------------------
                                           Average              Average
Exercise                        Average    Exercise             Exercise
Price Range            Shares   Life<F1>   Price     Shares     Price
                       ----------------------------  -------------------
<S>                    <C>      <C>        <C>       <C>        <C>
$4-7                    5,264     8.25      $5.80     1,122      $4.25
$7-11                   4,736     7.08       9.94     2,642       9.86
$11-13                  4,229     6.83      11.54     2,752      11.63
$13-40                  3,995     3.08      14.72     3,983      14.72
                       ----------------------------  -------------------
Total                  18,224     6.50      10.16    10,499      11.57
                       ======                        ======
<FN>
<F1> Average contractual remaining life in years.
</TABLE>


Other postretirement benefits
- -----------------------------
The company provides certain health care benefits for U.S. employees who
retired or terminated after qualifying for such benefits. Most international
employees are covered by government-sponsored programs and the cost to
the company is not significant. The company expects to fund its share of
such benefit costs principally on a pay-as-you-go-basis.

In 1992, the company announced changes to its postretirement benefit plans
to phase out the company's subsidy by January 1, 1996. Several lawsuits
have been brought by plan participants challenging the announced changes
to the plans, and the company is defending them vigorously. In 1994,
several of these lawsuits were resolved, which resulted in the company
recognizing income of $13.8 million ($8.0 million amortization
of prior service benefit and $5.8 million settlement).

Net periodic postretirement benefit cost for 1996, 1995, and 1994
includes the following components:


<TABLE>
<CAPTION>
Year ended December 31 (Millions)       1996     1995     1994
                                       -------  -------  -------
<S>                                    <C>      <C>      <C>
Interest cost on accumulated
  postretirement benefit obligation    $ 16.0   $ 17.6   $ 22.1
Amortization of prior service benefit    (2.7)    (8.5)    (8.0)
Net amortization and deferral            (1.5)     3.6     (2.5)
Return on plan assets                    (1.0)    (4.2)      .5
Service cost - benefits earned
  during the period                                 .1      1.0
                                       -------  -------  -------
Net periodic postretirement
  benefit cost                         $ 10.8    $ 8.6   $ 13.1
                                       =======  =======  =======
</TABLE>


The status of the plan and amounts recognized in the company's
consolidated balance sheet at December 31, 1996 and 1995 were as follows:


<TABLE>
<CAPTION>
December 31 (Millions)                    1996        1995
                                        --------    --------
<S>                                     <C>         <C>
Actuarial present value of
accumulated postretirement
benefit obligation - retirees           $ 221.6     $ 223.4
Less plan assets at fair value            (24.8)      (27.3)
                                        --------    --------
Accrued postretirement benefit
  liability in excess of plan assets      196.8       196.1
Unrecognized net loss                     (10.7)       (8.3)
Unrecognized prior service benefit         28.3        30.9
                                        --------    --------
Accrued postretirement benefit
  obligation recognized in the
  consolidated balance sheet            $ 214.4     $ 218.7
                                        ========    ========
</TABLE>


As of December 31, 1996 and 1995, the entire liability was classified as
long-term.

The assumed rate of return on plan assets, which are principally
invested in fixed-income securities, was 8% in 1996 and 1995, and
the weighted average discount rate used to measure the accumulated
postretirement benefit obligation was 7.5% at December 31, 1996 and
1995. The assumed health care cost trend rate used in measuring the
expected cost of benefits covered by the plan was 9.4% for 1997,
gradually declining to 6% in 2006 and thereafter. A one-percentage
point increase in the assumed health care cost trend rate would
increase the accumulated postretirement benefit obligation at
December 31, 1996 by $11.2 million and increase the aggregate of
the service and interest cost components of net periodic post-
retirement health care benefit cost by $.9 million.

Retirement benefits
- -------------------
The plans' funded status and amounts recognized in the company's consolidated
balance sheet at December 31, 1996 and 1995 were as follows:


<TABLE>
<CAPTION>
                                                      Assets Exceed Accumulated Benefits       Accumulated Benefits Exceed  Assets
                                                  ------------------------------------------ ---------------------------------------
                                                        U.S. Plan           Int'l Plans           U.S. Plan         Int'l  Plans
                                                  --------------------- -------------------- ------------------- -------------------
(Millions)                                           1996       1995       1996      1995       1996      1995      1996      1995
                                                  ---------- ---------- --------- ---------- --------- --------- --------- ---------
<S>                                               <C>        <C         <C>       <C>        <C>       <C>       <C>       <C>
Actuarial present value of benefit obligations:
  Vested benefit obligation                       $ 3,142.3  $ 3,165.4    $ 669.4   $ 631.3    $ 52.0    $ 49.8    $ 30.2    $ 31.8
                                                  ---------- ---------- --------- ---------- --------- --------- --------- ---------
  Accumulated benefit obligation                  $ 3,193.4  $ 3,226.7    $ 683.3   $ 642.9    $ 53.5    $ 51.0    $ 32.9    $ 50.2
                                                  ---------- ---------- --------- ---------- --------- --------- --------- ---------
  Projected benefit obligation                    $ 3,246.2  $ 3,254.2    $ 710.6   $ 674.7    $ 53.5    $ 53.4    $ 37.2    $ 58.4
                                                  ---------- ---------- --------- ---------- --------- --------- --------- ---------
Plan assets at fair value                           3,662.8    3,390.8      871.7     784.1                          20.2      27.0
                                                  ---------- ---------- --------- ---------- --------- --------- --------- ---------
Projected benefit obligation
  less than (in excess of) plan assets                416.6      136.6      161.1     109.4     (53.5)    (53.4)    (17.0)    (31.4)
Unrecognized net loss (gain)                          330.5      580.0      (42.0)     (3.9)     11.2      12.4      (9.7)       .7
Unrecognized prior service (benefit) cost             (50.4)     (65.8)       7.0       4.2       2.2       2.2       1.1       1.2
Unrecognized net (asset) obligation
  at date of adoption                                   (.3)       (.4)      (2.1)     (4.3)      3.2       4.0       3.3       4.7
                                                  ---------- ---------- --------- ---------- --------- --------- --------- ---------
Prepaid pension cost (pension liability)
  recognized in the consolidated balance sheet      $ 696.4    $ 650.4    $ 124.0   $ 105.4   $ (36.9)  $ (34.8)  $ (22.3)  $ (24.8)
                                                  ========== ========== ========= ========== ========= ========= ========= =========
</TABLE>


Net periodic pension cost for 1996, 1995, and 1994 includes the following
components:


<TABLE>
<CAPTION>
                                                          U.S. Plans                International Plans
                                                  ---------------------------   ---------------------------
(Millions)                                          1996      1995      1994      1996      1995      1994
                                                  -------   -------   -------   -------   -------   -------
<S>                                               <C>       <C>       <C>       <C>       <C>       <C>
Service cost - benefits earned during the period   $ 34.6    $ 33.8    $ 44.1    $ 20.9    $ 22.9    $ 22.2
Interest cost on projected benefit obligation       242.5     245.2     231.5      45.8      49.5      42.7
Return on assets                                   (507.8)   (684.1)      5.6    (101.5)    (85.6)     33.8
Net amortization and deferral                       197.8     355.2    (293.7)     38.2      25.3     (86.8)
                                                  -------   -------   -------   -------   -------   -------
Net periodic pension (income) cost                $ (32.9)  $ (49.9)  $ (12.5)    $ 3.4    $ 12.1    $ 11.9
                                                  =======   =======   =======   =======   =======   =======

The assumptions used to determine the above data were as follows:
                                                  -------   -------   -------   -------   -------   -------
Discount rate                                       7.75%     7.50%     8.75%     7.11%     7.23%     7.48%
Rate of increase in compensation levels             5.40%     5.40%     5.40%     3.88%     4.08%     4.43%
Expected long-term rate of return on assets        10.00%    10.00%    10.00%     8.33%     8.37%     8.40%
</TABLE>


NOTE 16  Stockholders' equity
- -----------------------------

Changes in stockholders' equity during the three years ended December 31,
1996 were as follows:


<TABLE>
<CAPTION>
                                                                                             Other Capital
                                                                                     ------------------------------
                                                                           Retained                        Other,
                                                                           Earnings                        Princi-
                                        Preferred Stock                    (Accumu-                         pally
                                 ------------------------------    Common    lated   Treasury Translation  Paid-in
(Millions)                       Series A    Series B  Series C     Stock   Deficit)  Stock   Adjustments  Capital
                                 ---------- --------- --------- ---------- --------- -------- ----------- ---------
<S>                              <C>        <C>       <C>       <C>        <C>       <C>      <C>         <C>
Balance at December 31, 1993     $ 1,420.2    $ 50.0   $ 100.0     $ 1.7   $ 159.8   $ (15.3) $ (360.8)   $ 1,339.9
Issuance of stock under stock
  option and other plans                                                                 (.7)                   3.6
Net income                                                                   100.5
Dividends                                                                   (214.6)
Translation adjustments                                                                           20.0
Other                                   .1                                                                       .1
                                 ---------- --------- --------- ---------- --------- -------- ----------- ---------
Balance at December 31, 1994       1,420.3      50.0     100.0       1.7      45.7     (16.0)   (340.8)     1,343.6
Issuance of stock under stock
  option and other plans                                                                 (.3)                   2.7
Net income (loss)                                                           (624.6)
Dividends                                                                   (123.7)
Translation adjustments                                                                            1.6
                                 ---------- --------- --------- ---------- --------- -------- ----------- ---------
Balance at December 31, 1995       1,420.3      50.0     100.0       1.7    (702.6)    (16.3)   (339.2)     1,346.3
Transfer to "redeemable
  preferred stock"                             (50.0)   (100.0)
Issuance of stock under stock
  option and other plans                                              .1                                       23.6
Net income                                                                    49.7
Dividends                                                                   (117.2)
Unearned compensation                                                                                          (9.4)
Translation adjustments                                                                          (50.9)
Other                                  (.1)
                                 ---------- --------- --------- ---------- --------- -------- ----------- ---------
Balance at December 31, 1996     $ 1,420.2      $ -       $ -      $ 1.8  $ (770.1)  $ (16.3) $ (390.1)   $ 1,360.5
                                 ========== ========= ========= ========== ========= ======== =========== =========
</TABLE>


The company has 360,000,000 authorized shares of common stock, par value
$.01 per share. The company has 40,000,000 shares of authorized preferred
stock, par value $1 per share, issuable in series.

The company has authorization to issue up to 30,000,000 shares of Series
A Cumulative Convertible Preferred Stock ("Series A Preferred Stock"),
10 shares of Series B Cumulative Convertible Preferred Stock ("Series
B Preferred Stock"), and 20 shares of Series C Cumulative Convertible
Preferred Stock ("Series C Preferred Stock").

Each share of Series A Preferred Stock (i) accrues quarterly cumulative
dividends of $3.75 per share per annum, (ii) has a liquidation preference
of $50.00 plus accrued and unpaid dividends, (iii) is convertible into
1.67 shares of the company's common stock, subject to customary anti-
dilution adjustments, and (iv) is redeemable at the option of the company
under certain circumstances at $50.00 per share. In addition, shares
of Series A Preferred Stock have priority as to dividends over holders
of the company's common stock that rank junior with regard to dividends.
If, on the date used to determine stockholders of record for a meeting
of stockholders at which directors are to be elected, preferred stock
dividends are in arrears in an amount equal to at least six quarterly
dividends, the number of members of the Board of Directors will be
increased by two as of the date of such stockholders' meeting and
the holders of shares of Series A Preferred Stock will be entitled to
vote for and elect such two additional directors.

Mitsui & Co., Ltd. ("Mitsui") owns $150 million of convertible preferred
stock, consisting of 10 shares of Series B Preferred Stock and 20 shares
of Series C Preferred Stock. In January 1997, the company reached an
agreement with Mitsui to redeem all of the $100 million Series C Preferred
Stock on March 27, 1997 and all of the $50 million Series B Preferred
Stock on June 26, 1997 at stated value plus accrued dividends.
Accordingly, at December 31, 1996, the company classified such preferred
stock as redeemable preferred stock in the consolidated balance sheet.

Each outstanding share of common stock has attached to it one preferred
share purchase right. Each right entitles the registered holder to purchase
for $75, under certain circumstances, one three-hundredth of a share of
Junior Participating Preferred Stock, par value $1 per share. The rights
become exercisable only if a person or group acquires 20% or more of the
company's common stock, or announces a tender or exchange offer for
30% or more of the common stock. If the company is acquired (or survives in a
reverse merger transaction) or 50% or more of its consolidated assets or
earnings power are sold, each right will entitle its holder to purchase a
number of the acquiring company's common shares (or the company's common
shares) having a market value of $150. The company will be entitled to redeem
the rights at one and two-thirds cents per right prior to the earlier of
the expiration of the rights, or the time that a 20% position has been
acquired. Until the rights become exercisable, they have no dilutive
effect on net income per common share.

At December 31, 1996, 158.2 million shares of unissued common stock of
the company were reserved for the following: 57.2 million for con-
vertible preferred stock, 43.5 million for the 8 1/4% convertible subordinated
notes due 2006, 33.7 million for the 8 1/4% convertible subordinated
notes due 2000, and 23.8 million for stock options and stock purchase plans.

Changes in issued shares during the three years ended December 31, 1996
were as follows:


<TABLE>
<CAPTION>
                                        Preferred Stock
                                 -------------------------------       Common      Treasury
                                  Series A   Series B   Series C        Stock        Stock
                                 ----------  ---------  --------     -----------  ----------
<S>                              <C>         <C>        <C>          <C>          <C>
Balance at December 31, 1993     28,404,439     10         20        171,171,027   (806,183)
Issuance of stock under stock
  option and other plans                                                 654,024    (58,861)
Other                                   747                                2,298
                                 ----------  ---------  --------     -----------  ----------
Balance at December 31, 1994     28,405,186     10         20        171,827,349   (865,044)
Issuance of stock under stock
  option and other plans                                                 488,726    (27,965)
  Other                                 (37)                                  60
                                 ----------  ---------  --------     -----------  ----------
Balance at December 31, 1995     28,405,149     10         20        172,316,135   (893,009)
Issuance of stock under stock
  option and other plans                                               3,425,906     (6,196)
Other                                  (300)                                 501
                                 ----------  ---------  --------     -----------  ----------
Balance at December 31, 1996     28,404,849     10         20        175,742,542   (899,205)
                                 ==========  =========  ========     ===========  ==========
</TABLE>


<PAGE>

                        Report of Independent Auditors
              To the Board of Directors of Unisys Corporation
              -----------------------------------------------

We have audited the accompanying consolidated balance sheets of Unisys
Corporation at December 31, 1996 and 1995, and the related consolidated
statements of income and cash flows for each of the three years in the
period ended December 31, 1996. These financial statements are the
responsibility of Unisys Corporation's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Unisys Corporation at December 31, 1996 and 1995, and the consolidated
results of its operations and its cash flows for each of the three years
in the period ended December 31, 1996, in conformity with generally
accepted accounting principles.


/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
January 22, 1997

<PAGE>

<TABLE>
                    Supplemental Financial Data (Unaudited)
                               Unisys Corporation
                       Quarterly financial information
<CAPTION>

                                     First    Second     Third     Fourth
(Millions, except per share data)   Quarter   Quarter   Quarter    Quarter   Year
- ---------------------------------  ---------  ---------  ---------  ---------  --------
<S>                                <C>        <C>        <C>        <C>        <C>
1996
Revenue                            $ 1,423.1  $ 1,505.0  $ 1,630.9  $ 1,811.5  $6,370.5
Gross profit                           438.9      491.9      530.0      657.6   2,118.4
Income (loss) before income taxes      (20.3)       8.0       21.5       84.5      93.7
Net income (loss) before
  extraordinary item                   (13.4)       5.3       14.2       55.7      61.8
Net income (loss)                      (13.4)       5.3       14.2       43.6      49.7
Dividends on preferred shares           30.2       30.2       30.2       30.2     120.8
Earnings (loss) on common shares       (43.6)     (24.9)     (16.0)      13.4     (71.1)
Earnings (loss) per common
  share - primary and fully diluted
  Before extraordinary item             (.25)      (.14)      (.09)       .15      (.34)
  Extraordinary item                                                     (.07)     (.07)
                                    --------  ---------  ---------  ---------  --------
  Total                                 (.25)      (.14)      (.09)       .08      (.41)
                                    ========  =========  =========  =========  ========
Market price per common share 
  high                                 7 3/4      9 1/8      7 1/4      7 3/4     9 1/8
  low                                  5 3/8      5 5/8      5 3/8      5 7/8     5 3/8
                                    --------  ---------  ---------  ---------  --------
1995
Revenue                            $ 1,464.9  $ 1,519.8  $ 1,491.7  $ 1,865.9 $ 6,342.3
Gross profit                           541.4      547.0      467.4      136.4   1,692.2
Income (loss) from continuing
  operations before income taxes        48.4       60.6      (48.8)    (841.3)   (781.1)
Income (loss) from
  continuing operations                 32.1       39.8      (32.2)    (667.0)   (627.3)
Income (loss) from
  discontinued operations               12.5                             (9.8)      2.7
Net income (loss)                       44.6       39.8      (32.2)    (676.8)   (624.6)
Dividends on preferred shares           29.9       30.0       30.2       30.2     120.3
Earnings (loss) on common shares        14.7        9.8      (62.4)    (707.0)   (744.9)
Earnings (loss) per common share
   - primary and fully diluted
  Continuing operations                  .02        .06       (.36)     (4.06)    (4.37)
  Discontinued operations                .07                             (.06)      .02
                                    --------  ---------  ---------  ---------  --------
  Total                                  .09        .06       (.36)     (4.12)    (4.35)
                                    ========  =========  =========  =========  ========
Market price per common share
  high                                10 1/8     11 3/4         11      8 5/8    11 3/4
  low                                  8 1/2      9 1/8      7 5/8      5 1/2     5 1/2
                                    --------  ---------  ---------  ---------  --------
</TABLE>


In the fourth quarter of 1995, the company recorded charges of $846.6 million,
or $3.90 per fully diluted common share. See Note 2 of the Notes to
Consolidated Financial Statements.

The individual quarterly per-common share amounts may not total to the
per-common share amount for the full year because of accounting rules
governing the computation of earnings per common share.

Market prices per common share are as quoted on the New York Stock
Exchange composite listing.


<TABLE>
<CAPTION>
Six-year summary of selected financial data
(Millions, except per share data)      1996      1995<F1>  1994<F1>    1993       1992      1991<F1>
                                    ---------  ---------  ---------  ---------  ---------  ----------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>
Results of operations
Revenue                             $ 6,370.5  $ 6,342.3  $ 6,095.5  $ 6,107.1  $ 6,715.6   $ 6,908.8
Operating income (loss)                 327.4     (562.1)     271.7      698.7      688.2      (614.3)
Income (loss) from
  continuing operations
  before income taxes                    93.7     (781.1)      14.6      370.9      301.3    (1,425.6)
Income (loss) from
  continuing operations
  before extraordinary
  items and changes
  in accounting principles               61.8     (627.3)      12.1      286.3      166.3    (1,520.2)
Net income (loss)                        49.7     (624.6)     100.5      565.4      361.2    (1,393.3)
Dividends on preferred shares           120.8      120.3      120.1      121.6      122.1       121.2
Earnings (loss) on
  common shares                         (71.1)    (744.9)     (19.6)     443.8      239.1    (1,514.5)
Earnings (loss) from
  continuing operations
  per common share
    Primary                              (.34)     (4.37)      (.63)      1.00        .27      (10.16)
    Fully diluted                        (.34)     (4.37)      (.63)      1.17        .33      (10.16)
Financial position
Working capital                       $ 668.0     $ 71.3  $ 1,015.7    $ 681.0    $ 513.3     $ 384.3
Total assets                          6,967.1    7,113.2    7,193.4    7,349.4    7,322.1     8,218.7
Long-term debt                        2,271.4    1,533.3    1,864.1    2,025.0    2,172.8     2,694.6
Common stockholders'
  equity<F2>                            185.8      289.9    1,034.2    1,057.3      541.8       342.1
Common stockholders'
  equity per share                       1.06       1.69       6.05       6.21       3.35        2.12

Other data
Engineering, research and
  development                         $ 342.9    $ 404.5    $ 458.5    $ 489.3    $ 505.6     $ 610.6
Capital additions of
  properties and
  rental equipment                      162.3      195.0      208.2      173.5      227.0       222.7
Investment in marketable
  software                              116.2      123.0      121.3      118.7      110.2       167.7
Depreciation                            182.0      203.0      226.2      252.0      311.4       412.1
Amortization
  Marketable software                   101.6      151.7      150.5      144.6      131.8       241.0
  Cost in excess of net
    assets acquired                      46.1       40.9       36.9       36.7       36.8       246.6
Common shares
  outstanding (millions)                174.8      171.4      171.0      170.4      161.9       161.7
Stockholders of
  record (thousands)                     39.2       41.5       45.3       47.8       51.7        54.6
Employees (thousands)                    32.9       37.4       37.8       38.2       41.7        46.4
<FN>
<F1> Includes special pretax charges of $846.6 million, $186.2 million, and
     $1,200.0 million for the years ended December 31, 1995, 1994, and 1991,
     respectively.
<F2> After deduction of cumulative preferred dividends in arrears.
</TABLE>


<TABLE>
Customer revenue by business unit

<CAPTION>
Year ended December 31 (Millions)        1996               1995
                                   ---------------     ---------------
<S>                                <C>                 <C>
Information Services Group         $ 1,951.4   31%     $ 1,836.8   29%
Global Customer Services             1,991.9   31        1,884.1   30 
Computer Systems Group               2,427.2   38        2,621.4   41 
                                   ---------  ----     ---------  ----
Total                              $ 6,370.5  100%     $ 6,342.3  100%
                                   =========  ====     =========  ====
</TABLE>





                                                                EXHIBIT 21

                       SUBSIDIARIES OF THE REGISTRANT

   Unisys Corporation, the registrant, a Delaware company, has no parent.
The registrant owns directly or indirectly all the voting securities of
the following subsidiaires:
                                           State
                                         or Other
                                        Jurisdiction
                                         Under the
                                        Laws of Which
         Name of Company                 Organized
         ---------------                -------------
   Unisys Canada Inc.                     Canada
   Convergent Technologies, Inc.          California
   Unisys Australia Limited               Michigan
   Unisys New Zealand Limited             New Zealand
   Unisys Espana S. A.                    Spain
   Unisys (Schweiz) A.G.                  Switzerland
   Unisys Belgium                         Belgium
   Unisys Deutschland G.m.b.H.            Germany
   Unisys Eletronica Ltda.                Brazil
   Unisys France                          France
   Unisys Italia S.p.A.                   Italy
   Unisys Limited                         England
   Unisys Nederland N.V.                  Netherlands
   Unisys de Mexico, S.A. de C.V.         Mexico
   Unisys Korea Limited                   Korea
   Unisys South Africa, Inc.              Delaware
   Unisys de Colombia, S.A.               Delaware

   The names of certain subsidiaries are omitted from the above list; such
subsidiaries, considered in the aggregate as a single subsidiary, would not
constitute a significant subsidiary.




                                                             EXHIBIT 23

                   CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in this Annual Report 
(Form 10-K) of Unisys Corporation of our report dated January 22, 
1997, included in the 1996 Annual Report to Stockholders of Unisys 
Corporation.

Our audits also included the financial statement schedule of Unisys 
Corporation listed in Item 14(a).  This schedule is the 
responsibility of Unisys Corporation's management.  Our responsibility 
is to express an opinion based on our audits.  In our opinion, the 
financial statement schedule referred to above, when considered in 
relation to the basic financial statements taken as a whole, presents 
fairly in all material respects the information set forth therein.

We consent to the incorporation by reference in the following 
Registration Statements: (1) Registration Statement (Form S-8 No. 33-
20588) pertaining to the Unisys Savings Plan, (2) Registration 
Statement (Form S-8 No. 33-7893) pertaining to the Burroughs LTIP, (3) 
Registration Statement (Form S-8 No. 33-4317) pertaining to the 
Burroughs 1985 Payroll Deduction Stock Purchase Plan, (4) Registration 
Statement (Form S-8 No. 33-20204) pertaining to the Unisys Retirement 
Investment Plan, (5) Registration Statement
 (Form S-8 No. 33-20205) 
pertaining to the Unisys Retirement Investment Plan II, (6) 
Registration Statement (Form S-3 No. 33-25715) of Unisys Corporation, 
(7) Registration Statement (Form S-8 No. 33-3937) pertaining to the 
Burroughs LTIP, (8) Registration Statement (Form S-8 No. 2-63842) 
pertaining to the Burroughs LTIP, (9) Registration Statement (Form S-
8 No. 33-34771) pertaining to the Unisys Retirement Investment Plan, 
(10) Registration Statement (Form S-8 No. 33-38711) pertaining to the 
Unisys Savings Plan, (11) Registration Statement (Form S-8 No. 33-
38712) pertaining to the Unisys Retirement Investment Plan II, (12) 
Registration Statement (Form S-8 No. 33-38713) pertaining to the 
Unisys Retirement Investment Plan, (13) Registration Statement (Form 
S-8 No. 33-40259) pertaining to the Unisys LTIP, (14) Registration 
Statement (Form S-3 No. 33-51747) of Unisys Corporation, (15) 
Registration Statement (Form S-4 No. 333-02409) of Unisys Corporation,
(16) Registration Statement (Form S-3 No. 333-08933) of Unisys 
Corporation, and (17) Registration Statement (Form S-3 No. 333-20373)
of Unisys Corporation; of our report dated January 22, 1997, with 
respect to the consolidated financial statements incorporated herein
by reference and our report included in the preceding paragraph with
respect to the financial statement schedule included in the 1996
Annual Report (Form 10-K) of Unisys Corporation for the year ended
December 31, 1996.

/s/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania
March 27, 1997


                                                             EXHIBIT 24

                         POWER OF ATTORNEY
                        Unisys Corporation
                    Annual Report on Form 10-K
               for the year ended December 31, 1996



KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby make, constitute and appoint JAMES A. UNRUH,
HAROLD S. BARRON, ROBERT H. BRUST AND JANET BRUTSCHEA HAUGEN, and each 
one of them severally, his true and lawful attorneys-in-fact and agents,
for such person and in such person's name, place and stead, to sign the
Unisys Corporation Annual Report on Form 10-K for the year ended
December 31, 1996, and any and all amendments thereto and to file such 
Annual Report on Form 10-K and any and all amendments thereto with the
Securities and Exchange Commission, and does hereby grant unto such 
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite or necessary 
to be done in and about the premises, as fully to all intents and 
purposes as said person might or could do in person, hereby ratifying and
confirming all that such attorney-in-fact and agents and each of them
may lawfully do or cause to be done by virtue hereof.

Dated:  February 27, 1997


/s/ J. P. Bolduc                       /s/ Kenneth A. Macke
- -----------------------                --------------------------
J. P. Bolduc                           Kenneth A. Macke
Director                               Director


/s/ James
 J. Duderstadt                /s/ Theodore E. Martin
- -----------------------                --------------------------
James J. Duderstadt                    Theodore E. Martin
Director                               Director


/s/ Gail D. Fosler                     /s/ Robert McClements, Jr.
- -----------------------                --------------------------
Gail D. Fosler                         Robert McClements, Jr.
Director                               Director


/s/ Melvin R. Goodes                   /s/ Alan E. Schwartz
- -----------------------                --------------------------
Melvin R. Goodes                       Alan E. Schwartz
Director                               Director


/s/ Edwin A. Huston                    /s/ James A. Unruh
- -----------------------                --------------------------
Edwin A. Huston                        James A. Unruh
Director                               Chairman of the Board,
                                        Chief Executive Officer and Director



<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-K FOR THE FISCAL YEAR ENDED
              DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
              REFERENCE TO FORM 10-K.
<MULTIPLIER>  1,000,000
       
<S>                                          <C>
<PERIOD-TYPE>                                12-MOS
<FISCAL-YEAR-END>                            DEC-31-1996
<PERIOD-END>                                 DEC-31-1996
<CASH>                                             1,029
<SECURITIES>                                           6
<RECEIVABLES>                                      1,051
<ALLOWANCES>                                         (80)
<INVENTORY>                                          642
<CURRENT-ASSETS>                                   3,133
<PP&E>                                             1,950
<DEPRECIATION>                                     1,328
<TOTAL-ASSETS>                                     6,967
<CURRENT-LIABILITIES>                              2,465
<BONDS>                                            2,271
<COMMON>                                               2
<PREFERRED-MANDATORY>                                150
<PREFERRED>                                        1,420
<OTHER-SE>                                           184
<TOTAL-LIABILITY-AND-EQUITY>                       6,967
<SALES>                                            2,427
<TOTAL-REVENUES>                                   6,371
<CGS>                                              1,700
<TOTAL-COSTS>                                      4,252
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       2
<INTEREST-EXPENSE>                                   250
<INCOME-PRETAX>                                       94
<INCOME-TAX>                                          32
<INCOME-CONTINUING>                                   62
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                      (12)
<CHANGES>                                              0
<NET-INCOME>                                          50
<EPS-PRIMARY>                                       (.41)
<EPS-DILUTED>                                       (.41)
        

</TABLE>