SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549
                                   ________

                                   FORM 8-K

                                CURRENT REPORT



                    Pursuant to Section 13 OR 15(d) of the
                       Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported)            January 27, 1998
- ----------------------------------------------------------------------------


                             UNISYS CORPORATION
- ---------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)



   Delaware                  1-8729                    38-0387840
- ---------------------------------------------------------------------------
(State or Other      (Commission File Number)        (IRS Employer
Jurisdiction of                                    Identification No.)
Incorporation)



                   Township Line and Union Meeting Roads,
                      Blue Bell, Pennsylvania  19424
- ---------------------------------------------------------------------------
           (Address of Principal Executive Offices)  (Zip Code)



                             (215) 986-4011
- ---------------------------------------------------------------------------
          (Registrant's telephone number, including area code)












<PAGE>

Item 5.    Other Events.

           Pursuant to the terms and conditions of the Terms Agreement
between Unisys Corporation (the "Company") and Bear, Stearns & Co. Inc.,
BT Alex. Brown Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Salomon Brothers Inc dated January 27, 1998, the Company
issued on January 30, 1998, its 7 7/8% Senior Notes due 2008 in an aggregate
principal amount of $200,000,000.



Item 7.    Exhibits.

           See Exhibit Index.







<PAGE>

                                SIGNATURE
                                ---------


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                UNISYS CORPORATION


Date: January 30, 1998          By:  /s/Robert H. Brust
                                     ____________________________
                                     Robert H. Brust
                                     Senior Vice President and 
                                     Chief Financial Officer






<PAGE>

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


Exhibit
No.

1     Terms Agreement, dated January 27, 1998, between Unisys Corporation
      and Bear, Stearns & Co. Inc., BT Alex. Brown Incorporated, Merrill 
      Lynch, Pierce, Fenner & Smith Incorporated and Salomon Brothers Inc

4     Form of Fourth Supplemental Indenture, dated as of January 30, 1998,
      between Unisys Corporation and Bank One, NA with form of 
      7 7/8 % Senior Note due 2008 attached as Exhibit A

12    Computation of Ratio of Earnings to Fixed Charges





                               UNISYS CORPORATION
                                  ("Company")

                                Debt Securities

                                TERMS AGREEMENT
                                ---------------


                                                  January 27, 1998

Unisys Corporation
Township Line and Union Meeting Roads
Blue Bell, Pennsylvania  19424
Attention:  Vice President and Treasurer

Ladies and Gentlemen:

          We offer to purchase, on and subject to the terms and 
conditions of the Underwriting Agreement Basic Provisions filed as an 
exhibit to the Company's Registration Statement on Form S-3 (No. 
333-20373 and Post-Effective Amendment No. 1 to the Registration 
Statement on Form S-3 (No. 333-08933)) (the "Underwriting Agreement"), 
the following securities ("Securities") to be issued under the 
Indenture, dated as of August 6, 1992, between the Company and Bank 
One, NA, as trustee (the "Trustee"), as supplemented by the 
Fourth Supplemental Indenture, dated as of January 30, 1998, on the 
following terms:

     Title:   7-7/8% Senior Notes due 2008

     Principal Amount:  $200,000,000

     Interest:   7-7/8% per annum, payable semiannually on each April 
1 and October 1, commencing April 1, 1998, to holders of record of 
the Securities at the close of business on the preceding March 15 or 
September 15, as the case may be.

     Maturity:  April 1, 2008

     Optional Redemption:  The Notes may not be redeemed prior to 
April 1, 2003, on and after which date, the Notes may
 be redeemed 
at the option of the Company as a whole, or from time to time in part, 
in multiples of $1,000 only, on any date prior to maturity, upon 
mailing a notice of such redemption not less than 30 nor more than 60 
days prior to the date fixed for redemption to the holders of the 
Notes to be redeemed, at the following redemption prices (expressed in 
percentages of the principal amount) together, in each case, with 
accrued interest to the date fixed for redemption.  If redeemed during 
the 12-month period beginning April 1: 

          Year                                   Percentage
          ----                                   ----------
          2003                                    103.938%
          2004                                    102.625%
          2005                                    101.313%
          2006 and thereafter                     100.000%

; provided that if the date fixed for redemption is April 1 or 
October 1, then the interest payable on such date shall be paid to the 
holder of record on the preceding March 15 or September 15.

     Sinking Fund:  None

     Delayed Delivery contracts:  None

     Purchase Price:  97.603% of principal amount, plus accrued interest, 
if any, from January 30, 1998  

     Expected Reoffering Price:  99.603% of principal amount, plus 
accrued interest, if any, from January 30, 1998  

     Closing Date:  10:00 a.m., New York City time, on January 30, 1998 
(or at such other time and date as we shall agree), at the offices of 
Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 
10017

     Settlement:  Federal (same-day) funds

     Name and Address of Representative:
     ----------------------------------
     Bear, Stearns & Co. Inc.
     245 Park Avenue
     New York, NY  10167
     
          The respective principal amounts of the Securities to be 
purchased by each of the Underwriters are set forth opposite their 
names in Schedule A hereto.  All securities will be issued in the name 
of Cede & Co., as nominee of The Depository Trust Company in book-
entry form.

          It is understood that we may, with your consent, amend this 
offer to add additional Underwriters and reduce the aggregate 
principal amount to be purchased by the Underwriters listed in 
Schedule A hereto by the aggregate principal amount to be purchased by 
such additional Underwriters.

          The provisions of the Underwriting Agreement are 
incorporated herein by reference.

          The Securities will be made available for checking at the 
offices of Simpson Thacher & Bartlett at least 24 hours prior to the 
Closing Date.


          Please signify your acceptance of our offer by signing the 
enclosed copy of this Terms Agreement in the space provided and 
returning it to us.

                                         Very truly yours,

                                         BEAR, STEARNS & CO. INC.
                                         BT ALEX. BROWN INCORPORATED
                                         MERRILL LYNCH, PIERCE FENNER &
                                             SMITH INCORPORATED
                                         SALOMON BROTHERS INC


                                            By: BEAR, STEARNS & CO. INC.
     


                                            By: ________________________
                                            Name:
                                            Title:

Agreed and Accepted:

UNISYS CORPORATION



By: ________________________
Name:
Title:








<PAGE>
                                   SCHEDULE A


     Underwriters                                        Principal Amount
     ------------                                        ----------------
     Bear, Stearns & Co. Inc.                                $100,000,000
     BT Alex. Brown Incorporated                             $ 33,333,334
     Merrill Lynch, Pierce Fenner & Smith
                 Incorporated                                $ 33,333,333
     Salomon Brothers Inc                                    $ 33,333,333
                                                             ------------
          Total                                              $200,000,000
                                                             ============







          FOURTH SUPPLEMENTAL INDENTURE dated as of January 30, 1998 (the 
"Fourth Supplemental Indenture"), to the Indenture, dated as of August 6, 1992 
(the "Indenture"), between UNISYS CORPORATION, a Delaware corporation 
(hereinafter called the "Company"), having its principal executive office at 
Township Line and Union Meeting Roads, Blue Bell, Pennsylvania, 19424 and BANK 
ONE, N.A., a national banking association (hereinafter called the 
"Trustee"), having its Corporate Trust Office at 100 East Broad Street, 
Columbus, Ohio 43215.

                           RECITALS OF THE COMPANY

          WHEREAS, the Company has duly authorized the execution and delivery 
of the Indenture to provide for the issuance from time to time of its 
debentures, notes, bonds or other evidences of indebtedness (hereinafter 
called the "Debt Securities") to be issued in one or more series, as in the 
Indenture provided;

          WHEREAS, the Company desires and has requested the Trustee to join 
it in the execution and delivery of this Third Supplemental Indenture in order 
to establish and provide for the issuance by the Company of a series of Debt 
Securities designated as its 7 7/8% Senior Notes due 2008 in the aggregate 
principal amount of $200,000,000, a specimen copy of which is attached hereto 
as Exhibit
 A (the "Notes"), on the terms set forth herein;

          WHEREAS, Section 1101 of the Indenture provides that a supplemental 
indenture may be entered into by the Company and the Trustee without the 
consent of any holder of any Debt Securities to, inter alia, establish the 
terms of any Debt Securities as permitted by Sections 201 and 301 of the 
Indenture, provided certain conditions are met;

          WHEREAS, the conditions set forth in the Indenture for the 
execution and delivery of this Fourth Supplemental Indenture have been complied 
with; and

          WHEREAS, all things necessary to make this Fourth Supplemental 
Indenture a valid agreement of the Company and the Trustee, in accordance with 
its terms, and a valid amendment of, and supplement to, the Indenture have 
been done;

          NOW THEREFORE:  

          There is hereby established a series (as that term is used in 
Section 301 of the Indenture) of Debt Securities to be issued under the 
Indenture, which series of Debt Securities shall have the terms set forth 
herein and in the Notes, and in consideration of the premises and the purchase 
and acceptance of the Notes by the holders thereof, the Company mutually 
covenants and agrees with the Trustee, for the equal and proportionate benefit 
of all holders of the Notes, that the Indenture is supplemented and amended, 
to the extent and for the purposes expressed herein, as follows:

                                  ARTICLE ONE

                   Scope of This Fourth Supplemental Indenture

          Section 1.1  Changes, etc. Applicable Only to the Notes.  The 
changes, modifications and supplements to the Indenture effected by this Fourth 
Supplemental Indenture in Sections 2.1 through 2.6 hereof shall only be 
applicable with respect to, and govern the terms of, the Notes, which shall be 
limited in aggregate principal amount to $200,000,000, except as provided in 
Section 301(2) of the Indenture, and shall not apply to any other Debt 
Securities which may be issued under the Indenture unless a supplemental 
indenture with respect to such other Debt Securities specifically incorporates 
such changes, modifications and supplements.

                                  ARTICLE TWO

                          Amendments to the Indenture

          Section 2.1  Amendments to Section 101.  Section 101 of the 
Indenture is hereby amended by adding the following definitions in their 
proper alphabetical order:

          "Acquired Indebtedness" means Indebtedness of a Person (i) existing 
at the time such Person becomes a Consolidated Subsidiary or (ii) assumed 
in connection with the acquisition of assets of such Person.

          "Average Life" means, as of the date of determination, with respect 
to any Indebtedness or Redeemable Stock, the quotient obtained by 
dividing (i) the sum of the products of the numbers of years from the 
date of determination to the dates of each successive scheduled principal 
payment or mandatory redemption of such Indebtedness or Redeemable Stock, 
as the case may be, multiplied by the amount of such principal payment or 
mandatory redemption by (ii) the sum of all such principal payments or 
mandatory redemption amounts, as the case may be.

          "Bank Credit Agreement" means the Credit Agreement dated as of June 
19, 1997, among the Company, certain banks, and Bankers Trust Company, as 
agent.

          "Change in Control" means an event or series of events as a result 
of which (i) any "person" (as such term is used in Sections 13(d) and 
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act")) is or becomes the "beneficial owner" (as defined in Rules 13d-3 
and 13d-5 under the Exchange Act) of shares entitling the holder thereof 
to cast more than 50% of the votes for the election of directors of the 
Company; (ii) the Company consolidates with or merges into any other 
corporation, or conveys, transfers or leases all or substantially all of 
its assets to any person, or any other corporation merges into the 
Company, and, in the case of any such transaction, the outstanding Common 
Stock of the Company is changed or exchanged as a result; or (iii) at any 
time Continuing Directors do not constitute a majority of the Board of 
Directors.  

          "Common Stock" means any stock of any class of the Company which 
has no preference in respect of dividends or of amounts payable in the 
event of any voluntary or involuntary liquidation, dissolution or 
winding-up of the Company and which is not subject to redemption by the 
Company.

          "Company Notice" shall have the meaning specified in Section 1212.

          "Consolidated Interest Coverage Ratio" means for any period the 
ratio of (i) the sum of Consolidated Net Income, Consolidated Interest 
Expense and Consolidated Tax Expense, plus, without duplication, all 
depreciation and all amortization, in each case, for such period, of the 
Company and its Consolidated Subsidiaries on a consolidated basis, all as 
determined in accordance with generally accepted accounting principles, 
to (ii) Consolidated Interest Expense for such period; provided, that in 
making such computation, the Consolidated Interest Expense attributable 
to interest on any Indebtedness computed on a pro forma basis and bearing 
a floating interest rate shall be computed as if the rate in effect on 
the date of computation had been the applicable rate for the entire 
period.

          "Consolidated Interest Expense" means for any period the sum of (i) 
the aggregate of the interest expense on Indebtedness of the Company and 
its Consolidated Subsidiaries for such period, determined on a 
consolidated basis in accordance with generally accepted accounting 
principles, plus (ii) without duplication, that portion of capital lease 
obligations of the Company and its Consolidated Subsidiaries 
representative of the interest factor for such period, determined on a 
consolidated basis in accordance with generally accepted accounting 
principles, plus (iii) without duplication, dividends in respect of 
preferred or preference stock of a Consolidated Subsidiary of the Company 
held by Persons other than the Company or a Consolidated Subsidiary of 
the Company.  For purposes of clause (iii) of the preceding sentence, 
dividends shall be deemed to be an amount equal to the actual dividends 
paid divided by 1.00 minus the applicable actual combined federal, state, 
local and foreign income tax rate of the Company (expressed as a 
decimal), on a consolidated basis, for the fiscal year immediately 
preceding the date of the transaction giving rise to the need to 
calculate Consolidated Interest Expense.
 
          "Consolidated Net Income" means for any period the net income or 
loss of the Company and its Consolidated Subsidiaries for such period on 
a consolidated basis as determined in accordance with generally accepted 
accounting principles adjusted by excluding the after-tax effect of (i) 
net gains or losses in respect of dispositions of assets other than in 
the ordinary course of business, (ii) any gains or losses from currency 
exchange transactions not in the ordinary course of business consistent 
with past practice, (iii) any gains or losses attributable to write-ups 
or write-downs of assets or liabilities other than in the ordinary course 
of business, (iv) any special or extraordinary charges attributable to 
restructuring transactions other than in the ordinary course of business, 
(v) any income or loss of Persons acquired in a "pooling of interest" 
transaction prior to the date of combination and (vi) the cumulative 
effect of a change in accounting principle from the date of this Fourth 
Supplemental Indenture; provided that, if the consolidated financial 
statements of the Company and its Consolidated Subsidiaries for such 
period give effect to Statement 106 of the Financial Accounting Standards 
Board ("FASB 106"), Consolidated Net Income for such period shall be (a) 
increased by any expenses (net of any income tax benefits attributable to 
such expenses) for post-retirement benefits other than pensions ("Post-
Retirement Benefits") to the extent that such expenses are deducted from 
net income in accordance with FASB 106 and (b) shall be decreased by the 
aggregate amount of cash payments for Post-Retirement Benefits during 
such period (net of any income tax benefits attributable to such cash 
payments on a pro forma basis calculated in the same manner as the income 
tax benefits referred to in clause (a)).

          "Consolidated Subsidiary" means, with respect to any Person, any 
corporation or other entity of which a majority of the capital stock or 
other ownership interests having ordinary voting power to elect a 
majority of the Board of Directors or other persons performing similar 
functions are at the time directly or indirectly owned by such Person.

          "Consolidated Tax Expense" means for any period the aggregate of 
the federal, state, local and foreign income tax expenses of the Company 
and its Consolidated Subsidiaries for such period determined on a 
consolidated basis in accordance with generally accepted accounting 
principles.

          "Continuing Director" means at any date a member of the Company's 
Board of Directors (i) who was a member of such board 24 months prior to 
such date or (ii) who was nominated or elected by at least two-thirds of 
the directors who were Continuing Directors at the time of such 
nomination or election or whose election to the Company's Board of 
Directors was recommended or endorsed by at least two-thirds of the 
directors who were Continuing Directors at the time of such election.

          "Convertible Debt" means Indebtedness of the Company that, by its 
terms, is convertible in its entirety into Common Stock.

          "Exchange Act" shall have the meaning specified in the definition 
of "Change in Control."

          "Existing Redeemable Stock" shall have the meaning specified in 
Section 1211.

          "Finance Subsidiary" means a corporation of the type described in 
clause (b) of the definition of "Subsidiary." 

          "Foreign Subsidiary" means a corporation of the type described in 
clause (a) of the definition of "Subsidiary."

          "generally accepted accounting principles" means generally accepted 
accounting principles in the United States as in effect (unless otherwise 
stated) as of the date of this Fourth Supplemental Indenture, including, 
without limitation, those set forth in the opinions and pronouncements of 
the Accounting Principles Board of the American Institute of Certified 
Public Accountants and statements and pronouncements of the Financial 
Accounting Standards Board or in such other statements by such other 
entity as approved by a significant segment of the accounting profession.

          "guarantee" by any Person means any obligation, contingent or 
otherwise, of such Person directly or indirectly guaranteeing any 
Indebtedness of any other Person and, without limiting the generality of 
the foregoing, any obligation, direct or indirect, contingent or 
otherwise, of such Person (i) to purchase or pay (or advance or supply 
funds for the purchase or payment of) such Indebtedness of such other 
Person (whether arising by standby letter of credit or otherwise) or (ii) 
entered into for the purpose of assuring in any other manner the holder 
of such Indebtedness of the payment thereof or to protect such holder 
against loss in respect thereof (in whole or in part); provided that the 
term guarantee shall not include endorsements for collection or deposit 
in the ordinary course of business.  The term "guarantee" used as a verb 
has a corresponding meaning. 

          "Indebtedness" means (i) any liability of any Person (a) for 
borrowed money, or (b) evidenced by a bond, note, debenture or similar 
instrument (including purchase money obligations but excluding Trade 
Payables), or (c) for the payment of money relating to a lease that is 
required to be classified as a capitalized lease obligation in accordance 
with generally accepted accounting principles, or (d) for preferred or 
preference stock of a Consolidated Subsidiary of the Company held by 
Persons other than the Company or any Consolidated Subsidiary of the 
Company; (ii) any liability of others described in the preceding clause 
(i) that the Person has guaranteed, that is recourse to such Person or 
that is otherwise its legal liability; and (iii) any amendment, 
supplement, modification, deferral, renewal, extension or refunding of 
any liability of the types referred to in clauses (i) and (ii) above.

          "Intercompany Obligations" means any Indebtedness or any other 
obligation of the Company or any Consolidated Subsidiary of the Company 
which, in the case of the Company, is owing to any Consolidated 
Subsidiary of the Company and which, in the case of any Consolidated 
Subsidiary of the Company, is owing to the Company or any other 
Consolidated Subsidiary of the Company.

          "Investment Grade means (i) BBB- or above in the case of S&P 
(or its equivalent under any successor Rating Categories of S&P), (ii) Baa3 
or above, in the case of Moody's (or its equivalent under any successor 
Rating Categories of Moody's, or (iii) the equivalent in respect of the 
Rating Categories of any Rating Agencies substituted for S&P or Moody's.

          "Investment Grade Status" means the first day on which the Notes 
are rated Investment Grade by either S&P or Moody's.

          "Moody's" means Moody's Investors Service, Inc. and its successors.

          "Notes" shall have the meaning specified in the second recital of 
this Fourth Supplemental Indenture.

          "notice date" shall have the meaning specified in Section 1211.

          "Permitted Indebtedness" means (i) Indebtedness of the Company or 
any Consolidated Subsidiary of the Company outstanding on the date of 
this Fourth Supplemental Indenture; (ii) Indebtedness of the Company and 
its Consolidated Subsidiaries at any time outstanding not in excess of 
$750 million in the aggregate; (iii) Indebtedness of the Company and its 
Consolidated Subsidiaries at any time outstanding not in excess of $1 
billion in the aggregate under the Bank Credit Agreement (and any 
refinancings or replacements thereof or additions thereto) and 
Indebtedness of Foreign Subsidiaries at any time outstanding not in 
excess of $250 million in the aggregate under bank loan facilities; 
(iv) Indebtedness of Finance Subsidiaries so long as such Indebtedness is 
non-recourse to, not guaranteed by and is not otherwise the legal 
liability of the Company or any other Consolidated Subsidiary; 
(v) Intercompany Obligations; and (vi) any renewals, extensions, 
substitutions, refundings, refinancings or replacements of any 
Indebtedness described in clause (i) above ("Refinancing Indebtedness"); 
provided that (a) the aggregate principal amount of the Refinancing 
Indebtedness shall not exceed the sum of (1) the aggregate principal 
amount and accrued interest of the Indebtedness to be refinanced (or if 
such Indebtedness was issued at an original issue discount, the original 
issue discount price plus amortization of the original issue discount at 
the time of the incurrence of the Refinancing Indebtedness) and (2) the 
reasonable fees and expenses directly incurred in connection with such 
Refinancing Indebtedness, (b) such Refinancing Indebtedness is 
subordinated in right of payment to the Notes at least to the extent that 
the Indebtedness to be refinanced is subordinated to the Notes, (c) 
Refinancing Indebtedness incurred by any Consolidated Subsidiary shall 
not be used to refinance Indebtedness of the Company, (d) all proceeds of 
such Refinancing Indebtedness are applied to the payment, redemption, 
repurchase, defeasance, acquisition or retirement of the Indebtedness to 
be refinanced within 12 months before or after such event and (e) such 
Refinancing Indebtedness determined as of the date of incurrence does not 
mature prior to the final scheduled maturity date of the Notes and the 
Average Life of such Refinancing Indebtedness is equal to or greater than 
the remaining Average Life of the Notes; provided that this clause (e) 
shall apply only if the final scheduled maturity date of the Indebtedness 
being refinanced is later than the final scheduled maturity date of the 
Notes.  Notwithstanding clauses (ii) and (iii) above, up to $250 million 
of the amounts set forth in such clauses may be subtracted from such 
amounts and applied to increase any other amount set forth in either of 
such clauses.

          "Post-Retirement Benefits" shall have the meaning specified in the 
definition of "Consolidated Net Income." 

          "Put Price" means 101% of the principal amount of the Notes to be 
repurchased on the Repurchase Date in accordance with Section 1212, plus 
accrued and unpaid interest to the Repurchase Date.

          "Put Right" means the unconditional right of any holder of 
Indebtedness of the Company to require the Company to pay such 
Indebtedness prior to its stated maturity on the date or dates specified 
at the time of the incurrence of such Indebtedness or the right of any 
holder of Indebtedness of the Company to require the Company to pay such 
Indebtedness prior to its stated maturity upon the occurrence of a Change 
in Control or similar event.

           "Rating Agencies" means (i) S&P, (ii) Moody's or (iii) any 
successor to S&P or Moody's or both, as the case may be.

           "Rating Category" means (i) with respect to S&P, any of the 
following categories (any of which may include a "+" or "-"): AAA, AA, A,
BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); 
(ii) with respect to Moody's, any of the following categories (any of which 
may include a "1", "2" or "3"): Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D 
(or equivalent successor categories) and (iii) the equivalent of any such 
categories of S&P or Moody's used by another Rating Agency, if applicable.

          "Redeemable Stock" means any class or series of preferred or 
preference stock of the Company with a stated maturity which is prior to 
the Stated Maturity of the Notes or that by its terms or otherwise is 
required to be redeemed or retired, in whole or in part, prior to the 
Stated Maturity of the Notes or is redeemable at the option of the holder 
thereof at any time prior to the Stated Maturity of the Notes.  The 
stated maturity of any class or series of preferred or preference stock 
of the Company that is mandatorily convertible into, or exchangeable for, 
another class or series of capital stock of the Company shall be the 
stated maturity of such class or series of capital stock.

          "Refinancing Indebtedness" shall have the meaning specified in the 
definition of "Permitted Indebtedness."

          "Related Person" means (i) any Affiliate of the Company, (ii) any 
Person who directly or indirectly holds 10% or more of any class of 
capital stock of the Company, (iii) with respect to any such natural 
Person, any other Person having a relationship with such Person by blood, 
marriage or adoption not more remote than first cousin and (iv) any 
officer or director of the Company; provided, however, "Related Person" 
shall not include the Unisys Employees Savings Thrift Trust, or any 
successor thereof.

          "Repurchase Date" shall have the meaning specified in Section 1212.

          "Repurchase Right" shall have the meaning specified in Section 
1212.

          "Restricted Payments" shall have the meaning specified in Section 
1211.

          "S&P" means Standard & Poor's Rating Services and its successors.

          "Trade Payables" means accounts payable or any other indebtedness 
or monetary obligations to trade creditors created or assumed in the 
ordinary course of business in connection with the obtaining of materials 
or services.

          "Wholly Owned Consolidated Subsidiary" means, with respect to any 
Person, a Consolidated Subsidiary the voting stock (excluding directors' 
qualifying shares) of which is more than 90% owned, directly or 
indirectly, by such Person.

          Section 2.2  Amendments to Section 501.  Section 501 of the 
Indenture is hereby amended by adding, immediately following Section 501(7) 
thereof, the following new Sections 501(8) through 501(11):

          (8)  default (i) in the payment of any scheduled principal of or 
interest on any Indebtedness of the Company or any Consolidated 
Subsidiary of the Company (other than the Notes) aggregating more than 
$25 million in principal amount when due after giving effect to any 
applicable grace period or (ii) in the performance of any other term or 
provision of any Indebtedness of the Company or any Consolidated 
Subsidiary of the Company (other than the Notes) in excess of $25 million 
principal amount that results in such Indebtedness becoming or being 
declared due and payable prior to the date on which it would otherwise 
become due and payable, and such acceleration shall not have been 
rescinded or annulled, or such Indebtedness shall not have been 
discharged, within a period of 15 days after there has been given, by 
registered or certified mail, to the Company by the Trustee or to the 
Company and to the Trustee by the Holders of at least 25% in principal 
amount of the Notes a written notice specifying such events or events of 
default and stating that such notice is a "Notice of Default" hereunder; 
or

          (9)  the entry against the Company or any Consolidated Subsidiary 
of the Company of one or more judgments, decrees or orders by a court 
having jurisdiction in the premises from which no appeal may be or is 
taken for the payment of money, either individually or in the aggregate, 
in excess of $25 million and the continuance of such judgment, decree or 
order unsatisfied and in effect for any period of 45 consecutive days 
after the amount thereof is due without a stay of execution and there has 
been given, by registered or certified mail, to the Company by the 
Trustee or to the Company and to the Trustee by the Holders of at least 
25% in principal amount of the Notes a written notice specifying such 
entry and continuance of such judgment, decree or order and stating that 
such notice is a "Notice of Default" hereunder; or

          (10)  default in the payment of the Put Price on a Repurchase Date 
for any Note with respect to which the Repurchase Right has been 
exercised; or

          (11)  default in the performance or breach of any of the terms 
contained in Section 1001.

          Section 2.3  Amendments to Section 1001.  Section 1001 of the 
Indenture is hereby amended by adding, immediately following Section 1001(6) 
thereof, the following new Section 1001(7):

          (7)  immediately after giving effect to such transaction (and 
treating any Indebtedness not previously an obligation of the Company or 
a Consolidated Subsidiary of the Company which becomes the obligation of 
the Company or any of its Consolidated Subsidiaries in connection with or 
as a result of such transaction as having been incurred at the time of 
such transaction), the Company or such successor corporation or Person 
could incur at least $1.00 of additional Indebtedness (other than 
Permitted Indebtedness) pursuant to Section 1210.

          Section 2.4  Amendment to Section 1209.  Section 1209 of the 
Indenture is hereby amended by adding the following as a second paragraph 
thereof:

          When the Company becomes aware that any event has occurred and is 
continuing which is, or after the giving of notice or lapse of time or 
both would become, an Event of Default, the Company shall deliver to the 
Trustee by registered or certified mail or by telegram, telex or 
facsimile transmission followed by hard copy by registered or certified 
mail an Officers' Certificate specifying such event promptly after 
becoming so aware.

          Section 2.5  Amendments to Article 12.  Article 12 of the Indenture 
is hereby amended by adding, immediately following Section 1209 thereof, the 
following new Sections 1210 through 1214:

          SECTION 1210.  Limitation on Company and Subsidiary Indebtedness.

     The Company shall not, and shall not permit any Consolidated Subsidiary 
of the Company to, create, incur, assume, guarantee the payment of, or 
otherwise become liable for, any Indebtedness (including Acquired 
Indebtedness) other than Permitted Indebtedness, unless, at the time of such 
event and after giving effect thereto on a pro forma basis, the Company's 
Consolidated Interest Coverage Ratio for the last four full fiscal quarters 
immediately preceding such event, taken as one period, is not less than 2.0 
to 1.

          SECTION 1211.  Limitation on Restricted Payments.

          (a)  The Company shall not, and shall not permit any Consolidated 
Subsidiary of the Company to, directly or indirectly, (i) declare or pay 
any dividend on, or make any distribution in respect of or purchase, 
redeem or retire for value any capital stock of the Company, other than 
(1) through the issuance solely of the Company's own capital stock (other 
than Redeemable Stock) or options, warrants or other rights thereto or 
(2) in the case of any such capital stock that is Redeemable Stock 
("Existing Redeemable Stock"), through the issuance solely of the 
Company's own capital stock (including new shares of Redeemable Stock, 
provided such new shares of Redeemable Stock have an Average Life equal 
to or greater than the lesser of (A) the remaining Average Life of the 
Existing Redeemable Stock or (B) the remaining Average Life of the 
Notes), or (ii) make any principal payment on, or redeem, repurchase, 
defease or otherwise acquire or retire for value, prior to scheduled 
maturity, mandatory sinking fund date or mandatory repayment date 
(including any repayment date resulting from the exercise of a Put Right 
by the holder of any Indebtedness, but excluding any repayment date 
arising as a result of any Indebtedness being declared due and payable 
prior to the date on which it would otherwise become due and payable due 
to any default in the performance of any term or provision of such 
Indebtedness), any Indebtedness of the Company which is subordinate in 
right of payment to the Notes (other than with, and to the extent of, the 
proceeds from the incurrence of Refinancing Indebtedness that constitutes 
Permitted Indebtedness) (such payments or any other actions described in 
(i) and (ii), collectively, "Restricted Payments").

          (b)  The Company or any Consolidated Subsidiary of the Company may 
make a Restricted Payment which would otherwise be prohibited by 
subsection (a) of this Section 1211, provided, that (i) at the time of 
and after giving effect to the proposed Restricted Payment no Event of 
Default (and no event that, after notice or lapse of time, or both, would 
become an Event of Default) shall have occurred and be continuing; 
(ii) at the time of and after giving effect to the proposed Restricted 
Payment (the value of any such payment, if other than cash, as determined 
by the Board of Directors, whose determination shall be conclusive and 
evidenced by a Board Resolution), the aggregate amount of all Restricted 
Payments declared or made after June 30, 1992 shall not exceed the sum of 
(1) 50% of the aggregate cumulative Consolidated Net Income of the 
Company accrued on a cumulative basis during the period beginning after 
June 30, 1992 and ending on the last day of the Company's last fiscal 
quarter ending prior to the date of such proposed Restricted Payment (or, 
if such aggregate cumulative Consolidated Net Income shall be a loss, 
minus 100% of such loss) plus (2) the aggregate proceeds received by the 
Company as capital contributions to the Company after June 30, 1992, or 
from the issuance and sale (other than to a Consolidated Subsidiary of 
the Company) after June 30, 1992 of capital stock of the Company 
(excluding Redeemable Stock but including stock issued upon conversions 
of Convertible Debt, stock issued to the Company's pension plans and 
stock issued upon the exercise of options or warrants), plus (3) $500 
million; and (iii) immediately after giving effect to such proposed 
Restricted Payment the Company could incur at least $1.00 of additional 
Indebtedness (other than Permitted Indebtedness) pursuant to Section 
1210; provided, however, the provisions of clause (iii) above shall not 
be applicable to any declaration or payment in cash of current dividends 
or dividends in arrears in respect of any series of preferred stock of 
the Company.

          (c)  The foregoing provisions of subsections 1211 (a) and (b) will 
not prevent the payment of any dividend within 60 days after the date of 
its declaration, if, at the date of declaration, such payment would be 
permitted by such provisions.  Notwithstanding the foregoing, "Restricted 
Payment" shall not include (i) the payment, during the period beginning 
October 1, 1992 and ending June 30, 1994, of an aggregate of $185 million 
of dividends in arrears in respect of the Company's preferred stock or 
(ii) the redemption of Convertible Debt pursuant to the terms of the 
indenture or other instrument under which such debt is issued, provided 
that (1) the last reported sale price for the Company's Common Stock for 
each of the five consecutive trading days immediately preceding the date 
of the notice of redemption therefor (the "notice date") shall have 
exceeded 115% of the conversion price for such Convertible Debt and (2) 
the Company's Consolidated Interest Coverage Ratio for the last four 
fiscal quarters immediately preceding such notice date, taken as one 
period, is not less than 2.0 to 1.

          SECTION 1212.     Purchase of Notes Upon Change in Control.

(a)   Upon the occurrence of a Change in Control, each Holder of 
Notes shall have the right (the "Repurchase Right") to require the 
Company to repurchase all or any portion of such Holder's Notes, in 
integral multiples of $1,000, at the Put Price in cash, in accordance 
with and subject to the terms of this Section 1212.  Such repurchase 
shall occur on the date (the "Repurchase Date") that is 45 days after the 
date of the Company Notice hereinafter described.  The Company will mail 
a notice containing the information set forth in Subsection 1212(b) below 
(the "Company Notice") to all Holders of Notes within 30 days following 
any Change in Control and the Company will purchase all tendered Notes by 
making payment of the Put Price on the Repurchase Date.  The Company 
shall promptly deliver a copy of the Company Notice to the Trustee and 
shall cause a copy of such notice to be published in The Wall Street 
Journal or another newspaper of national circulation.
 
(b)   The Company Notice shall state:
 
(i)        that a Change in Control has occurred and that each 
Holder of Notes has the right to require the Company to repurchase 
such Holder's Note at the Put Price in cash;
 
(ii)        the circumstances and relevant facts regarding such 
Change in Control;
 
(iii)        the Repurchase Date and the instructions a Holder 
of Notes must follow in order to have such Holder's Notes 
repurchased in accordance with this Section 1212;
 
(iv)        that any Note not tendered will continue to accrue 
interest;
 
(v)        that on the Repurchase Date any Note tendered for 
payment pursuant to the terms hereof and for which money sufficient 
to pay the Put Price has been deposited with the Trustee, as 
provided in this Section 1212, shall cease to accrue interest after 
the Repurchase Date;
 
(vi)        that Holders electing to have a Note repurchased 
pursuant to this Section 1212 will be required to surrender the 
Note, duly endorsed for transfer, together with a notice in the 
form entitled "Election to Exercise Repurchase Right Upon a Change 
in Control" on the reverse of the Note, to the Company at the 
address specified in the Company Notice on or prior to the close of 
business on the 30th day after the date of the Company Notice; and
 
(vii)        such other information as may be required by 
applicable law and regulations;

     provided that no failure of the Company to give the foregoing notices and 
no defect therein shall limit the Repurchase Rights or affect the 
validity of the proceedings for the repurchase of the Notes pursuant to 
this Section 1212.

(c)   Following a Change in Control, the Company shall accept for 
payment Notes properly tendered pursuant to this Section 1212.  Prior to 
the Repurchase Date, the Company shall deposit with the Trustee money 
sufficient to pay the Put Price for all Notes (or portions thereof) so 
tendered and deliver, or cause to be delivered, to the Trustee Notes 
properly tendered pursuant to this Section 1212 and accepted together 
with an Officers' Certificate describing the Notes so tendered to and 
being purchased by the Company.  On the Repurchase Date, the Trustee 
shall, to the extent that monies deposited with the Trustee are available 
therefor, mail to the Holders of Notes so tendered and accepted payment 
in an amount equal to the Put Price and, as soon as possible after such 
payment, the Trustee shall cancel the Notes so tendered and accepted.  
The Company will publicly announce the results of the Change in Control 
tender offer as soon as practicable after the Repurchase Date.  The 
Company will issue to Holders whose Notes are purchased only in part new 
Notes equal in principal amount to the unpurchased portion of the Notes 
surrendered.
 
(d)   Notwithstanding the foregoing, in repurchasing the Notes 
pursuant to this Section 1212, the Company will comply with all 
applicable tender offer rules, including but not limited to Sections 
13(e) and 14(e) under the Exchange Act and Rules 13e-1 and 14e-1 
thereunder.
 
(e)   Each Holder of Notes properly tendered for purchase pursuant 
to this Section 1212 who is not paid the Put Price for such Notes in the 
manner described in Subsection 1212(c) will be entitled to receive (as 
part of any subsequent payment of the Put Price prior to the earlier of 
(i) the date such Holder's election to require the Company to purchase 
such Notes is withdrawn or (ii) the date all outstanding Notes are 
accelerated under Section 502 or an Event of Default under subsection 
501(5) or 501(6) shall occur) interest on the entire principal of such 
outstanding Notes at the rate provided in such outstanding Notes through 
the date the Put Price is paid, to the extent not theretofore paid on 
such Notes in accordance with their terms.

          (f)  The Company is solely responsible for performing the duties 
and responsibilities contained in this Section 1212, other than the 
obligations of the Trustee specifically set forth in Subsection 1212(c). 
 The Trustee shall not be responsible for any failure of the Company to 
make any deposit with the Trustee or to deliver to the Trustee Notes 
tendered pursuant to this Section 1212 or, subject to Section 601, any 
failure of the Company to comply with any of the other covenants of the 
Company contained in this Section 1212.

          SECTION 1213.     Limitation on Transactions with Related Persons.

          The Company shall not, and shall not permit any of its Consolidated 
Subsidiaries to, directly or indirectly, enter into or suffer to exist 
any transaction or series of related transactions (including, without 
limitation, the sale, purchase, exchange or lease of assets, property or 
services) with a Related Person unless such transaction or series of 
transactions is on terms that are no less favorable to the Company or 
such Consolidated Subsidiary, as the case may be, than would be available 
in a comparable transaction with an unrelated third party; provided, 
however, that the foregoing restrictions will not apply to (a) 
transactions between or among any of the Company and its Wholly Owned 
Consolidated Subsidiaries, (b) transactions between or among any of the 
Company and its Consolidated Subsidiaries that are not Wholly Owned 
Consolidated Subsidiaries, provided such transactions are entered into in 
the ordinary course of business on terms and conditions consistent with 
prior practice and (c) any transaction with an officer or director of the 
Company or any Consolidated Subsidiary entered into in the ordinary 
course of business (including, without limitation, compensation or 
employee benefit and perquisite arrangements). 

          SECTION 1214     Release of Certain Covenants

          The covenants set forth in Section 1210 (Limitation on Company 
and Subsidiary Indebtedness), Section 1211 (Limitation on Restricted Payments) 
and Section 1213 (limitation on Transactions with Related Persons) shall be 
released and the Company and its Subsidiaries shall have no further obligations 
to comply therewith in the event that (a) the Notes achieve Investment Grade 
Status and (b) no Event of Default or Default shall have occurred and be
continuing.

          Section 2.6  Applicability of Article Fifteen.  Pursuant to Section 
301 of the Indenture, Article Fifteen of the Indenture shall be applicable to 
the Notes.

          Section 2.7  Other Provisions Unchanged.  All provisions of the 
Indenture, other than as set forth in Sections 2.1 through 2.6, inclusive, of 
this Fourth Supplemental Indenture shall be unchanged by this Fourth 
Supplemental Indenture and shall remain in full force and effect.  The 
Indenture, as supplemented and amended by this Fourth Supplemental Indenture, 
is in all respects ratified and confirmed, and the Indenture and this Fourth 
Supplemental Indenture shall be read, taken and construed as one and the same 
instrument.

          Section 2.8  Ranking.  The Notes will be senior unsecured 
obligations of the Company, ranking pari passu with all existing and future 
senior indebtedness (including, without limitation, the indebtedness of the 
Company represented by the notes and debentures referred to in Section 608 
(c)(1) of the Indenture) of the Company and senior to all existing and future 
subordinated indebtedness of the Company.

                                  ARTICLE THREE

                                  Miscellaneous

          Section 3.1  Defined Terms.  Unless otherwise provided in this 
Fourth Supplemental Indenture, all defined terms used in this Fourth 
Supplemental Indenture shall have the meanings assigned to them in the 
Indenture.

          Section 3.2  Conflict of Any Provision of Indenture with Trust 
Indenture Act of 1939.  If and to the extent that any provision of this Fourth 
Supplemental Indenture limits, qualifies or conflicts with another provision 
included in this Fourth Supplemental Indenture or in the Indenture which is 
required to be included herein or therein by any of Section 310 to 317, 
inclusive, of the Trust Indenture Act of 1939, such required provision shall 
control.

          Section 3.3  New York Law to Govern.  THIS FOURTH SUPPLEMENTAL 
INDENTURE AND THE NOTES, SHALL BE DEEMED TO BE CONTRACTS MADE AND TO BE 
PERFORMED ENTIRELY IN THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE 
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT 
REGARD TO THE CONFLICTS OF LAW RULES OF SAID STATE.

          Section 3.4  Counterparts.  This Fourth Supplemental Indenture may 
be executed in any number of counterparts, each of which shall be an original, 
but such counterparts shall together constitute but one and the same 
instrument.

          Section 3.5  Effect of Headings.  The Article and Section headings 
herein are for convenience only and shall not affect the construction hereof.

          Section 3.6  Severability of Provisions.  In case any provision in 
this Fourth Supplemental Indenture or in the Notes shall be invalid, illegal or 
unenforceable, the validity, legality and enforceability of the remaining 
provisions shall not in any way be affected or impaired thereby.

          Section 3.7 Successors and Assigns.  All covenants and agreements 
in this Fourth Supplemental Indenture by the parties hereto shall bind their 
respective successors and assigns and inure to the benefit of their respective 
successors and assigns, whether so expressed or not.

          Section 3.8  Benefit of Supplemental Indenture.  Nothing in this 
Fourth Supplemental Indenture, express or implied, shall give to any Person, 
other than the parties hereto, any Security Registrar, any Paying Agent and 
their successors hereunder, and the Holders of the Notes, any benefit or any 
legal or equitable right, remedy or claim under this Fourth Supplemental 
Indenture.


          IN WITNESS WHEREOF, the parties hereto have caused this Fourth 
Supplemental Indenture to be duly executed, all as of the day and year first 
above written.


                                           UNISYS CORPORATION



                                           By: ____________________
                                           Name:
                                           Title:



                                           BANK ONE, N.A., as Trustee


                                           By: ____________________
                                           Name:
                                           Title:







<PAGE>
                                                                     EXHIBIT A

                                  FORM OF NOTE

                               UNISYS CORPORATION
                         7 7/8% Senior Notes due 2008

REGISTERED

No. R-___
CUSIP __________________


      If this Note is registered in the name of The Depository Trust 
      Company (the "Depositary") (55 Water Street, New York, New York) or 
      its nominee, this Note may not be transferred except as a whole by 
      the Depositary to a nominee of the Depositary or by a nominee of 
      the Depositary to the Depositary or another nominee of the 
      Depositary or by the Depositary or any such nominee to a successor 
      Depositary or a nominee of such successor Depositary, unless and 
      until this Note is exchanged in whole or in part for Notes in 
      definitive form.  Unless this certificate is presented by an 
      authorized representative of the Depositary to the Company or its 
      agent for registration of transfer, exchange or payment, and any 
      certificate issued is registered in the name of Cede & Co. or such 
      other name as requested by an authorized representative of the 
      Depositary and any payment is made to Cede & Co., ANY TRANSFER, 
      PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY 
      PERSON IS WRONGFUL because the registered owner hereof, Cede & Co., 
      has an interest herein.

          UNISYS CORPORATION, a corporation duly organized and validly 
existing under the laws of the State of Delaware (herein called the "Company", 
which term includes any successor corporation under the Indenture, as 
hereinafter defined), for value received hereby promises to pay to CEDE & CO., 
or registered assigns, the principal sum of $________________ (______________ 
DOLLARS) on April 1, 2008 in such coin or currency of the United States of 
America as at the time of payment shall be legal tender for the payment of 
public and private debts, and to pay interest, semi-annually on April 1 and 
October 1 of each year, commencing April 1, 1998, on said principal sum in 
like coin or currency, at the rate per annum specified in the title of this 
Note, from the April 1 or October 1, as the case may be, next preceding the 
date of this Note to which interest has been paid or duly provided for, unless 
the date hereof is a date to which interest has been paid or duly provided 
for, in which case from the date of this Note, or unless no interest has been 
paid or duly provided for on the Notes, in which case from January 30, 1998, 
until payment of said principal sum has been made or duly provided for.  
Notwithstanding the foregoing, if the date hereof is after any March 15 or 
September 15, as the case may be, and before the following April 1 or October 
1, this Note shall bear interest from such April 1 or October 1; provided, 
however, that if the Company shall default in the payment of interest due on 
such April 1 or October 1 then this Note shall bear interest from the next 
preceding April 1 or October 1 to which interest has been paid or duly 
provided for or, if no interest has been paid or duly provided for on the 
Notes, from January 30, 1998.  The interest so payable on April 1 or October 
1 will (unless such Note has been called for redemption on a Redemption Date 
which is prior to such interest payment date and unless such Note has been 
designated to be repurchased on a Repurchase Date which is prior to such 
interest payment date) be paid to the person in whose name this Note (or one 
or more Predecessor Securities) is registered at the close of business on the 
applicable Regular Record Date, which shall be the March 15 or September 15 
(whether or not a business day) next preceding such April 1 or October 1, 
provided that any such interest not punctually paid or duly provided for shall 
be payable as provided in the Indenture.

          Payment of the principal of, and premium, if any, on, this Note 
will be made in immediately available funds upon surrender of the Notes at the 
corporate trust office of the Trustee.  Interest will be paid by check mailed 
to the address of the person entitled thereto as it appears in the Security 
Register on the applicable Regular Record Date or, at the option of the 
Company, by wire transfer to an account maintained by such person with a bank 
located in the United States.

          REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET 
FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, PROVISIONS GIVING THE HOLDER OF 
THIS NOTE THE RIGHT TO REQUIRE THE COMPANY TO REPURCHASE THIS NOTE UPON ANY 
CHANGE IN CONTROL, ON THE TERMS AND SUBJECT TO THE LIMITATIONS REFERRED TO 
HEREIN AND AS MORE FULLY SPECIFIED IN THE INDENTURE.  SUCH FURTHER PROVISIONS 
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

          THIS NOTE SHALL BE DEEMED A CONTRACT UNDER THE LAWS OF THE STATE OF 
NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH AND 
GOVERNED BY THE LAWS OF SAID STATE.

          Unless the certificate of authentication hereon has been executed 
by the Trustee referred to herein by manual signature, this Note shall not be 
entitled to any benefit under the Indenture or be valid or obligatory for any 
purpose.


          IN WITNESS WHEREOF, the Company has caused this instrument to be 
duly executed under its corporate seal.

Dated:  January__, 1998
                                                UNISYS CORPORATION



                                                By: __________________________
                                                Name:
                                                Title:


                                                Attest:



                                                By: __________________________
                                                Name:
                                                Title:

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

This one of the series of Debt
Securities issued under the
within-mentioned Indenture.

BANK ONE, N.A.,
  as Trustee



By: __________________________
Name:
Title:
















<PAGE>


                               UNISYS CORPORATION
                           7 7/8% Senior Notes due 2008
     
          This Note is one of a duly authorized issue of Notes of the Company 
designated as its  7 7/8% Senior Notes due 2008 (herein called the "Notes"), 
issued under an Indenture dated as of August 6, 1992 between the Company and 
Bank One, N.A., as trustee (herein called the "Trustee", which term 
includes any successor trustee under such Indenture), as amended and 
supplemented by the Fourth Supplemental Indenture dated as of January 30, 1998 
(such Indenture and Fourth Supplemental Indenture, collectively, the 
"Indenture"), to which Indenture and all indentures supplemental thereto 
reference is hereby made for a statement of the respective rights, limitations 
of rights, obligations, duties and immunities thereunder of the Company, the 
Trustee and the holders of the Notes and of the terms upon which the Notes 
are, and are to be, authenticated and delivered.

          If an Event of Default as defined in the Indenture shall have 
occurred and be continuing, the principal of and accrued interest on the Notes 
of this series may be declared and upon such declaration shall become due and 
payable in the manner, with the effect and subject to the conditions provided 
in the Indenture.

          The Indenture contains provisions permitting the Company and the 
Trustee, with the consent of the holders of not less than 66-2/3% in the 
principal amount of the Notes at the time outstanding, evidenced as in the 
Indenture provided, to execute supplemental indentures adding any provisions 
to or changing in any manner or eliminating any of the provisions of the 
Indenture or of any supplemental indenture or modifying in any manner the 
rights of the holders of the Notes; provided, however, that no such 
supplemental indenture shall (i) change the fixed maturity of the principal 
of, or installment of interest on, any Note, or reduce the principal amount 
thereof or the interest thereon or any premium payable upon redemption thereof 
or upon exercise of the Repurchase Right with respect thereto, or impair or 
affect the right of the holder of any Note to institute suit for the payment 
thereof, or make the principal thereof or interest or premium, if any, thereof 
payable in any coin or currency other than that provided in the Notes or (ii) 
reduce the aforesaid percentage of Notes, the holders of which are required to 
consent to any such supplemental indenture, without the consent of the holders 
of all Notes then outstanding.  It is also provided in the Indenture that, 
prior to any declaration accelerating the maturity of the Notes, the holders 
of a majority in aggregate principal amount of the Notes at the time 
outstanding may on behalf of the holders of all of the Notes waive any past 
default or Event of Default under the Indenture and its consequences, except a 
default in the payment of interest or any premium on or the principal of any 
of the Notes.  Any such consent or waiver by the holder of this Note (unless 
revoked as provided in the Indenture) shall be conclusive and binding upon 
such holder and upon all future holders and owners of this Note and any Notes 
which may be issued in exchange or substitution therefor, irrespective of 
whether or not any notation thereof is made upon this Note or such other 
Notes.

          No reference herein to the Indenture and no provision of this Note 
or of the Indenture shall alter or impair the obligations of the Company, 
which are absolute and unconditional, to pay the principal of and any premium 
and interest on this Note at the place, at the respective times, at the rate 
and in the coin or currency herein prescribed or to repurchase this Note upon 
a Change in Control as provided in the Indenture.

          Interest on the Notes shall be computed on the basis of a 360-day 
year of twelve 30-day months.

          The Notes may not be redeemed prior to April 1, 2003, on and 
after which date the Notes may be redeemed at the option of the Company as a 
whole, or from time to time in part, in multiples of $1,000 only, on any date 
prior to maturity, upon mailing a notice of such redemption not less than 30 
nor more than 60 days prior to the date fixed for redemption to the holders of 
Notes to be redeemed, at the following redemption prices (expressed in 
percentages of the principal amount) together in each case with accrued 
interest to the date fixed for redemption.  If redeemed during the 12-month 
period beginning April 1:

          Year                              Percentage
          ----                              ----------
          2003                               103.938%
          2004                               102.625%
          2005                               101.313%
          2006 and thereafter                100.000%

; provided that if the date fixed for redemption is April 1 or October 1, 
then the interest payable on such date shall be paid to the holder of record 
on the preceding March 15 or September 15.

          Upon any Change in Control with respect to the Company, each holder 
of Notes shall have the right, at the holder's option, to require the Company 
to repurchase all of such holder's Notes, or a portion thereof which is $1,000 
or any integral multiple thereof, on the Repurchase Date at a price equal to 
101% of the principal amount of the Notes, plus accrued interest, if any, to 
the Repurchase Date.

          The provisions of the Indenture providing for defeasance of (i) the 
entire indebtedness of this Note and (ii) certain restrictive covenants are 
applicable to the Note.

          As set forth in, and subject to, the provisions of the Indenture, 
no holder of any Note will have any right to institute any proceeding with 
respect to the Indenture or for any remedy thereunder, unless (a) such holder 
shall have previously given to the Trustee written notice of a continuing 
Event of Default with respect to this series, (b) the holders of not less than 
25% in principal amount of the Notes then outstanding shall have made written 
request to the Trustee to institute such proceeding in respect of such Event 
of Default in its own name as Trustee under the Indenture, (c) such holders 
shall have offered to the Trustee reasonable indemnity against the costs, 
expenses and liabilities to be incurred in compliance with such request, (d) 
the Trustee for 60 days after its receipt of such notice, request and offer of 
indemnity shall have failed to institute any such proceeding and (e) the 
Trustee shall not have received from the holder of a majority in principal 
amount of the Notes then outstanding direction inconsistent with such request 
within such 60-day period; provided, however, that such limitations do not 
apply to a suit instituted by the holder of a Note for the enforcement of 
payment of the principal of, premium, if any, or interest on the Note after 
the respective due date expressed herein.

          As provided in the Indenture and subject to certain limitations 
therein set forth, the transfer of this Note is registrable in the Security 
Register, upon surrender of this Note for registration of transfer at the 
office or agency of the Company in any place where the principal of, premium, 
if any, and interest on this Note are payable, duly endorsed by, or 
accompanied by a written instrument of transfer in form satisfactory to the 
Company and the Security Registrar duly executed by, the Holder of the Note or 
his attorney duly authorized in writing, and thereupon one or more new Notes 
of this series of like tenor or authorized denominations and for the same 
aggregate principal amount will be issued to the designated transferee or 
transferees.

          The Notes of this series are issuable only in registered form 
without coupons in denominations of $1,000 or any integral multiple thereof.  
As provided in the Indenture and subject to certain limitations set forth 
therein, Notes of this series are exchangeable for like aggregate principal 
amount of Notes of like tenor of a different authorized denomination, as 
requested by the holder of the Notes surrendering the same.

          No service charge shall be made for any such registration of 
transfer or exchange, but the Company may require payment of a sum sufficient 
to cover any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Note for registration of transfer, 
the Company, the Trustee and any agent of the Company or the Trustee may treat 
the person in whose name this Note is registered as the absolute owner of the 
Note for all purposes, whether or not this Note be overdue, and none of the 
Company, the Trustee or any such agent shall be affected by notice to the 
contrary.

          Terms used in this Note and defined in the Indenture are used 
herein as therein defined.




<PAGE>


                                ASSIGNMENT FORM


To assign this Note, fill in the form below:
I or we assign and transfer this Note to:

     __________________________________________________
     (Insert assignee's Social Security or Tax I.D. No.)

     __________________________________________________

     __________________________________________________
     (Print or type assignee's name and zip code)

and irrevocably appoint _______________________  agent to transfer this 
Note on the books of the Company.

The agent may substitute another to act for him.


Date:__________________




<PAGE>


                            REPURCHASE RIGHT NOTICE


Unisys Corporation
Township Line and Union Meeting Roads
Blue Bell, Pennsylvania, 19424

Attention:

Bank One, N.A., as Trustee

Re:   7 7/8% Senior Notes due 2008


Attention:

          The undersigned registered holder of the enclosed Note, duly 
endorsed for transfer, hereby irrevocably notifies you of the undersigned's 
election to require Unisys Corporation to purchase on ________________ (the 
"Repurchase Date") the enclosed Note, or the portion thereof (which is $1,000 
or a multiple thereof) below designated, and directs Unisys Corporation to pay 
by check to the registered holder of such Note (unless a different name is 
indicated below) 101% of the principal amount of such Note plus accrued 
interest to the Repurchase Date.


Principal amount to be repurchased (if less than all):
$          ,000

Person (other than registered holder) to whom repurchase price is to be sent:


Dated:


__________________________________
(Name)

__________________________________

__________________________________
(Address)



Exhibit 12

<TABLE>

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

<CAPTION>
                                                Years Ended December 31
                                       ---------------------------------------
                                       1997     1996     1995     1994    1993
                                       ----     ----     ----     ----    ----
                             
<S>                                 <C>       <C>     <C>       <C>     <C>    
Income (loss) from continuing
operations before income taxes      $(758.8)  $ 93.7  $(781.1)  $ 14.6  $370.9
Add (deduct) share of loss 
  (income) of associated 
  companies                              5.9     (4.9)     5.0     16.6    14.5
                                     -------   ------   ------   ------  ------
    Subtotal                          (752.9)    88.8   (776.1)    31.2   385.4
                                     -------   ------   ------   ------  ------
Interest expense (net of 
  interest capitalized)                233.2    249.7    202.1    203.7   241.7
Amortization of debt issuance
  expenses                               6.7      6.3      5.1      6.2     6.6
Portion of rental expense
  representative of interest            57.2     59.2     65.3     65.0    70.5
                                     -------   -------  ------   ------  ------
    Total Fixed Charges                297.1    315.2    272.5    274.9   318.8
                                     -------   -------  ------   ------  ------
Earnings (loss) from continuing
  operations before income 
  taxes and fixed charges            $(455.8)  $404.0  $(503.6)  $306.1  $704.2
                                     =======  =======  =======   ======  ======
Ratio of earnings to fixed 
  charges                                *      1.28      *        1.11    2.21
                                     =======  =======  =======   ======  ======


  * Earnings for the years ended December 31, 1997 and 1995 were inadequate to
    cover fixed charges by approximately $752.9 million and $776.1 million,
    respectively.

</TABLE>