This Registration Statement also Constitutes Post-Effective Amendment No. 1 to 
Registration Statement No. 333-20373 and Post-Effective Amendment No. 1 to 
Registration Statement No. 33-25715

As filed with the Securities and Exchange Commission on May 5, 1998
                                                Registration No. 333-         
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                ------------
                                 Form S-3
                           REGISTRATION STATEMENT
                                   UNDER
                          THE SECURITIES ACT OF 1933
                                ------------
                             UNISYS CORPORATION
           (Exact name of registrant as specified in its charter)
       Delaware                                       38-0387840
(State of Incorporation)                  (I.R.S. Employer Identification No.)

                    Township Line and Union Meeting Roads
                        Blue Bell, Pennsylvania 19424
                                (215) 986-4011
      (Address, including zip code, and telephone number, including area code,
                       of principal executive offices)

                              HAROLD S. BARRON
                            Senior Vice President,
                        General Counsel and Secretary
                             Unisys Corporation
                     Township Line and Union Meeting Roads
                         Blue Bell, Pennsylvania 19424
                                (215) 986-5299
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 Copies to:
     NANCY STRAUS SUNDHEIM, ESQ.                RISE B. NORMAN, ESQ.
        UNISYS CORPORATION                   SIMPSON THACHER & BARTLETT
Township Line and Union Meeting Roads           425 Lexington Avenue
    Blue Bell, Pennsylvania  19424            New York, New York  10017

                                ------------

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement as 
determined in light of market conditions and other factors. 
                                ------------

     If the only securities being registered on this form are being offered 
pursuant to a dividend or interest reinvestment plan, please check the 
following box. [ ]

     If any of the securities being registered on this form are to be offered 
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act 
of 1933, as amended, other than securities offered only in connection with 
dividend or interest reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following 
box and list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) 
under the Securities Act, check the following box and list the Securities Act 
registration statement number of the earlier effective registration statement 
for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 
434, please check the following box. [ ]

                                ------------

                      CALCULATION OF REGISTRATION FEE
==============================================================================

                                     Proposed
                                     Maximum
   Title of Each Class of            Aggregate              Amount of
Securities to be Registered          Offering               Registration
                                     Price(1)(2)            Fee(3)
- ------------------------------------------------------------------------------
Senior Debt Securities;
Subordinated Debt Securities;
Common Stock, par value
  $.01 per share(4)(5);
Preferred Stock, par value
$1 per share (5);
Warrants                             $385,293,412             $113,662
==============================================================================

(1)  In U.S. dollars or the equivalent thereof in foreign currencies or 
foreign currency units.

(2)  Estimated solely for purposes of calculating the registration fee.

(3)  The registration fee has been calculated in accordance with Rule 457(o) 
under the Securities Act of 1933, as amended, and reflects the offering price 
rather than the principal amount of any Debt Securities issued at a discount.

(4)  Includes Preferred Share Purchase Rights ("Rights").  The Rights are 
associated with and trade with the Common Stock.  The value, if any, 
attributable to the Rights is reflected in the market price of the Common 
Stock.

(5)  In addition to any Common Stock or Preferred Stock that may be issued 
directly under this Registration Statement, there are being registered 
hereunder such indeterminate number of shares of Common Stock or Preferred 
Stock as may be issued upon conversion or exchange of Debt Securities or 
Preferred Stock.  No separate consideration will be received for any Common 
Stock or Preferred Stock so issued upon conversion or exchange.

     PURSUANT TO RULE 429 OF THE RULES AND REGULATIONS OF THE SECURITIES AND 
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, THIS REGISTRATION 
STATEMENT CONTAINS A COMBINED PROSPECTUS THAT ALSO RELATES TO (1) A 
REGISTRATION STATEMENT ON FORM S-3 (NO. 333-20373) (RELATING TO AN AGGREGATE 
$450,000,000 OF SECURITIES) PREVIOUSLY FILED BY THE REGISTRANT AND DECLARED 
EFFECTIVE ON FEBRUARY 18, 1997 AND (2) A REGISTRATION STATEMENT ON FORM S-3 
(NO. 33-25715) (RELATING TO AN AGGREGATE $400,000,000 OF SECURITIES) 
PREVIOUSLY FILED BY THE REGISTRANT AND DECLARED EFFECTIVE ON JANUARY 26, 1989.  
THIS REGISTRATION STATEMENT CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO THE 
REGISTRANT'S REGISTRATION STATEMENT ON FORM S-3 (NO. 333-20373) WITH RESPECT 
TO THE REMAINING $115,206,588 OF UNSOLD SECURITIES THEREUNDER AND POST-
EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM 
S-3 (NO. 33-25715) WITH RESPECT TO THE REMAINING $199,500,000 OF UNSOLD 
SECURITIES THEREUNDER, AND SUCH POST-EFFECTIVE AMENDMENTS SHALL HEREAFTER 
BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS REGISTRATION 
STATEMENT AND IN ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES ACT OF 1933.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR 
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS 
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH 
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE 
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, 
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. 



<PAGE> 1

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A 
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE 
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR MAY 
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES 
EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE 
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE 
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE 
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF 
ANY SUCH STATE.


                 SUBJECT TO COMPLETION, DATED MAY 5, 1998

PROSPECTUS

                             $700,000,000
                          Unisys Corporation
                              Securities
                             ------------

     Unisys Corporation (the "Company") may offer from time to time, together 
or separately, (1) its unsecured debt securities (the "Debt Securities"), 
which may be either senior debt securities ("Senior Debt Securities") or 
subordinated debt securities ("Subordinated Debt Securities"); (2) shares of 
its Common Stock, par value $.01 per share ("Common Stock"); (3) shares of its 
Preferred Stock, par value $1 per share ("Preferred Stock") and (4) warrants 
or similar rights ("Warrants") to purchase Debt Securities, Common Stock or 
Preferred Stock (the Debt Securities, the Common Stock, the Preferred Stock 
and the Warrants are collectively referred to as the "Securities"), in 
amounts, at prices and on terms to be determined at the time of offering.  The 
Securities offered pursuant to this Prospectus may be issued in one or more 
series or issuances and will be limited to $700,000,000 aggregate offering 
price (or its equivalent, if Debt Securities are issued with principal amounts 
denominated in one or more foreign currencies or foreign currency units).  A 
Prospectus Supplement (the "Prospectus Supplement") will describe the specific 
terms of the particular Securities in respect of which this Prospectus is 
being delivered (the "Offered Securities"), including, where applicable (1) in 
the case of Debt Securities, the specific designation (including whether 
senior or subordinated and whether convertible), aggregate principal amount, 
currency or currency unit for which the Debt Securities may be purchased or in 
which the principal and any premium or interest is payable, maturity, premium, 
if any, rate and times of payment of any interest, any terms for optional or 
mandatory redemption, the terms for any conversion into Common Stock, the 
initial public offering price and other special terms; (2) in the case of 
Preferred Stock, the specific title and stated value, any dividend, 
liquidation, redemption, voting and other rights, any terms for conversion 
into Common Stock, the initial public offering price and other special terms 
and (3) in the case of Warrants, the number and terms thereof, the designation 
and the number of securities issuable upon exercise, the purchase price and, 
where applicable, the duration and detachability thereof.

                               ------------
         SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION
          OF CERTAIN FACTORS WHICH PROSPECTIVE PURCHASERS OF THE
                   SECURITIES SHOULD CONSIDER.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
      AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
          HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
             SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
            ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                      THE CONTRARY IS A CRIMINAL OFFENSE.

     The Securities will be sold either through underwriters, dealers or 
agents, or directly by the Company.  The accompanying Prospectus Supplement 
will set forth the names of any underwriters or agents involved in the sale of 
the Securities in respect of which this Prospectus is being delivered, the 
proposed amounts, if any, to be purchased by underwriters and the 
compensation, if any, of such underwriters or agents.

     The aggregate proceeds to the Company from all Securities will be the 
purchase price of Securities sold less the aggregate of agents' commissions 
and underwriters' discounts and other expenses of issuance and distribution.  
See "Plan of Distribution."

                           ________________, 1998.



<PAGE> 2
                          AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the 
"Commission") a Registration Statement on Form S-3 under the Securities Act of 
1933, as amended (the "Securities Act"), with respect to the Securities being 
offered hereby (the "Registration Statement").  As permitted by the rules and 
regulations of the Commission, this Prospectus, which constitutes a part of 
the Registration Statement, does not contain certain information, exhibits and 
undertakings contained in the Registration Statement.  Such additional 
information can be inspected at and obtained from the Commission in the manner 
set forth below.  For further information, reference is made to the 
Registration Statement and to the exhibits thereto.  Statements contained 
herein concerning any documents are not necessarily complete and, in each 
instance, reference is made to the copy of such document filed as an exhibit 
to the Registration Statement.  Each such statement is qualified in its 
entirety by such reference.

     The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance therewith is required to file periodic reports, proxy statements 
and other information with the Commission relating to its business, financial 
statements and other matters.  Such reports, proxy statements and other 
information, as well as the Registration Statement, may be inspected and 
copied at the public reference facilities maintained by the Commission at Room 
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at 
the Regional Offices of the Commission located in the Citicorp Center, 500 
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and 7 World 
Trade Center, New York, New York 10048.  Copies of such material can also be 
obtained from the Commission at prescribed rates by addressing written 
requests for such copies to the Public Reference Section of the Commission at 
450 Fifth Street, N.W., Washington, D.C. 20549.  Such reports, proxy 
statements and other information are also available for inspection at the 
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New 
York, 10005.  The Commission maintains a Web site, which contains reports, 
proxy and information statements and other information regarding registrants 
that, like the Company, file electronically with the Commission, at the 
following address:  http://www.sec.gov.

                        INFORMATION INCORPORATED BY REFERENCE

     The following documents have been filed with the Commission pursuant to 
the Exchange Act and are incorporated herein by reference:

1.  The Company's Annual Report on Form 10-K for the year ended December 31, 
1997.

2.  The Company's Current Reports on Form 8-K dated January 15, 1998 and 
January 27, 1998.

3.  The description of the Company's Common Stock contained in the 
registration statement of Burroughs Corporation ("Burroughs"), the predecessor 
to the Company, on Form 8-B dated May 22, 1984 (as amended on Form 8 dated May 
7, 1991), filed pursuant to Section 12 of the Exchange Act, including any 
amendment or report filed for the purpose of updating such description. 

4.  The description of the Company's Preferred Share Purchase Rights contained 
in the Registration Statement of Burroughs on Form 8-A dated March 11, 1986 
(as amended on Forms 8 dated, respectively, April 16, 1986, July 8, 1987 and 
May 7, 1991 and on Form 8-A/A dated February 26, 1996), filed pursuant to 
Section 12 of the Exchange Act, including any amendment or report filed for 
the purpose of updating such description.

     All documents filed by the Company with the Commission pursuant to 
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof 
and prior to the termination of the offering of the Securities shall be deemed 
to be incorporated by reference herein and to be a part hereof from the date 
of filing of such documents.  Any statements contained in a document 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes hereof to the extent that a statement contained herein, in the 
accompanying Prospectus Supplement or in any other subsequently filed document 
which also is incorporated by reference herein modifies or supersedes such 
statement.  Any statement so modified or superseded shall not be deemed to 
constitute a part hereof except as so modified or superseded.


<PAGE> 3

     The Company will provide without charge to each person to whom a copy of 
this Prospectus is delivered, on written or oral request, copies of any or all 
documents incorporated by reference herein (other than the exhibits thereto 
unless such exhibits are incorporated specifically by reference therein).  
Requests should be directed to Unisys Corporation, Township Line and Union 
Meeting Roads, Blue Bell, Pennsylvania 19424, Attention: Financial 
Communications; Telephone (215) 986-5777.

                                 THE COMPANY

     The Company is a major supplier of information services, systems and 
solutions on a worldwide basis.  Through its three business units, Information 
Services, Computer Systems and Global Customer Services, the Company provides 
systems and solutions designed to enhance the productivity, competitiveness 
and responsiveness of its clients.

     The Company was incorporated in February 1984 under the laws of Delaware 
and is the successor by merger to Burroughs Corporation, a Michigan 
corporation incorporated in 1905.  In November 1986, Sperry Corporation, a 
Delaware corporation incorporated in 1955, was merged with and into the 
Company, and the Company's name was changed to Unisys Corporation.

     The principal executive offices of the Company are located at Township 
Line and Union Meeting Roads, Blue Bell, Pennsylvania 19424.  The Company's 
telephone number is (215) 986-4011.

                                 RISK FACTORS

     This Prospectus contains or incorporates by reference certain forward-
looking statements, as defined in the Private Securities Litigation Reform Act 
of 1995.  All forward-looking statements rely on assumptions and are subject 
to risks, uncertainties and other factors that could cause the Company's 
actual results to differ materially from expectations.  These include, but are 
not limited to, the risk factors set forth below.  Prospective investors 
should consider carefully, in addition to the other information contained and 
incorporated by reference herein, the following factors before deciding to 
purchase the Securities offered hereby.

COMPETITIVE MARKETPLACE

     The Company operates in an industry characterized by aggressive 
competition, rapid technological change, evolving technology standards and 
short product life cycles.  The Company's competitors include computer 
hardware manufacturers, software providers and information services companies, 
many of which have greater financial and other resources than the Company and 
are substantially less leveraged.  The Company competes primarily on the basis 
of product performance, service, technological innovation and price.  Future 
operating results will depend on the Company's ability to design, develop, 
introduce, deliver or obtain new and innovative products and services on a 
timely and cost-effective basis; on its ability to mitigate the effects of 
competitive pressures and volatility in the information technology and 
services market on revenues, pricing and margins; and on its ability to 
effectively manage the shift of its business mix away from traditional high 
margin product and services offerings.

HIGH LEVERAGE AND CASH REQUIREMENTS

     At December 31, 1997 and December 31, 1996, the Company had approximately 
$1.7 billion and $2.3 billion principal amount of debt, respectively.  Total 
interest expense for 1997 and 1996 was $233.2 million and $249.7 million, 
respectively.  The Company's debt-to-capital ratio was 58% at December 31, 
1997 and 59% at December 31, 1996.

     The Company has outstanding $1.4 billion of Series A convertible 
preferred stock.  Dividends paid on the Series A preferred stock in 1997 
amounted to $106.3 million.

     The total cash requirements associated with the restructuring actions 
discussed below are expected to be approximately $180 million in 1998 and a 
total of $58 million in 1999 and beyond.  Several factors, including foreign 


<PAGE> 4

currency fluctuations and negotiations with third parties, could cause actual 
cash requirements to differ from expectations.

     During 1997, net cash used for continuing operations was $207.1 million.  
For the year 1996, net cash used for continuing operations was $64.6 million.  
In 1996, proceeds from the issuance of debt exceeded principal payments of 
debt by $373.3 million.  During 1995, net cash used for continuing operations 
was $412.4 million.  In 1995, discontinued operations provided cash of $658.3 
million, primarily from the sale of the Company's defense systems business.

     In June 1997, the Company entered into a two-year $200 million revolving 
credit facility replacing the prior one-year facility.  The facility includes 
certain financial tests that must be met as conditions to a borrowing and 
provides that no amounts may be outstanding under the facility for a minimum 
of 20 consecutive days in each quarter.  The facility may not be used to 
refinance other debt.  The amount the Company may borrow at any given time is 
dependent upon the amount of certain of its accounts receivable and inventory.

     The Company may require continued access to financing sources to meet its 
cash requirements for debt service, restructurings and operating activities.  
There can be no assurance that such access will always be available to the 
Company or that the Company would be permitted to incur additional 
indebtedness under its then existing set of restrictive covenants.

NET LOSSES AND RESTRUCTURINGS

     The Company operates in an industry characterized by ongoing dramatic 
changes, including, in the case of the Company, a shift from higher margin to 
lower margin products and services.  In order to improve its operating 
results, the Company has moved aggressively to realign its operations to 
reflect the rapidly changing market for information processing products and 
services.  In the fourth quarter of 1997, the Company took a one-time charge 
of $1.1 billion against net income.  The charge included $127.0 million 
principally related to the Company's decision to discontinue the manufacturing 
and assembly of personal computers and low-end servers and to dispose of a 
small, non-strategic technology product, the writeoff of $883.6 million in 
goodwill principally related to the 1986 merger of Burroughs Corporation and 
Sperry Corporation and $42.0 million related to the conversion, in December 
1997, of $271.2 million of the Company's 8 1/4% convertible subordinated notes 
due 2006.  After this charge, the Company reported a net loss of $853.6 
million for 1997.  In 1995, the Company reported a net loss of $624.6 million, 
which included a fourth quarter pretax restructuring charge of $717.6 million, 
primarily relating to the internal realignment of the Company into three 
operating units and covering work force reductions, product and program 
discontinuances and consolidation of office facilities and manufacturing 
capacity.  For the year ended December 31, 1996, the Company reported net 
income of $49.7 million.  In the fourth quarter of 1996, the Company reversed 
certain reserves established under the 1995 restructuring plan, due to lower-
than-anticipated costs for work force reductions.  This reversal was offset by 
charges of $84 million relating to the refocusing and discontinuance of 
certain products and programs.  The Company recorded special pretax charges of 
$186.2 million in 1994, $1.2 billion in 1991, $181.0 million in 1990 and 
$231.0 million in 1989.  Principally due to these special charges, the Company 
had net losses of $1.4 billion in 1991, $436.7 million in 1990 and $639.3 
million in 1989.  No assurance can be given that the Company will not 
experience losses in the future.


<PAGE> 5

SYSTEMS INTEGRATION CONTRACTS

     Certain of the Company's systems integration contracts are fixed-price 
contracts under which the Company assumes the risk for the delivery of the 
contracted services at an agreed-upon fixed price.  The Company has at times 
experienced problems in performing certain of its fixed-price contracts on a 
profitable basis and has provided periodically for adjustments to the cost to 
complete such contracts.  In the fourth quarter of 1995, the Company recorded 
a pretax charge for contract losses of $129.0 million, primarily relating to a 
few large multi-year, fixed-price systems integration contracts.  In the first 
quarter of 1997, the Company recorded charges of approximately $25 million for 
additional estimated contract costs identified during the quarter.  There can 
be no assurance that the Company will not experience such contract performance 
problems in the future, which problems could affect the Company's results of 
operations.

IMPORTANCE OF INTERNATIONAL OPERATIONS

     Revenue from international operations accounted for approximately 60% of 
the Company's total revenue in each of the last three years.  There is no 
material concentration of revenues in any particular country.  Due to its 
foreign operations, the Company is exposed to the effects of foreign exchange 
rate fluctuations on the U.S. dollar.

     The Company uses foreign exchange forward contracts and options, 
generally having maturities of less than nine months, to reduce such exposure.  
Such contracts and options are entered into for the sole purpose of hedging 
certain transactional exposures.  The Company does not hold or issue financial 
instruments for speculative trading purposes.  In addition to fluctuations in 
foreign currency exchange rates, the Company's international business could be 
affected by many factors beyond its control, such as instability of foreign 
economies, U.S. and foreign government laws and policies affecting trade and 
investment, and governmental changes.  Although the Company has not 
experienced any significant problems in foreign countries arising from such 
factors, there can be no assurance that such problems will not arise in the 
future.

NO DIVIDENDS ON COMMON STOCK; DIVIDEND LIMITATIONS

     The Company has not declared or paid any cash dividends on its Common 
Stock since 1990 and does not anticipate declaring or paying dividends on the 
Common Stock in the foreseeable future.  Certain of the Company's debt 
instruments and credit facilities contain financial covenants which limit the 
payment of dividends on the Company's capital stock.

                             USE OF PROCEEDS

     Except as may otherwise be set forth in the applicable Prospectus 
Supplement, the Company will use the net proceeds from the sale of the Offered 
Securities for general corporate purposes and to reduce or refinance 
indebtedness.

                           RATIOS OF EARNINGS

     The following tables set forth the ratio of earnings to fixed charges and 
the ratio of earnings to combined fixed charges and preferred stock dividends 
for the Company for each of the years in the five-year period ended December 
31, 1997.

     The ratio of earnings to fixed charges has been computed by dividing 
earnings by fixed charges.  The ratio of earnings to combined fixed charges 
and preferred stock dividends has been computed by dividing earnings by the 
sum of fixed charges and preferred dividend requirements.  Earnings consist of 
income (loss) from continuing operations before income taxes, extraordinary 
items and changes in accounting principles minus undistributed earnings of 
associated companies plus fixed charges.  Fixed charges consist of interest on 
all indebtedness, amortization of debt issuance expenses and the portion of 
rental expense representative of interest.


<PAGE> 6

RATIO OF EARNINGS TO FIXED CHARGES


                            Year Ended December 31
       ------------------------------------------------------------
       1997         1996            1995         1994          1993
       ----         ----            ----         ----          ----
         *          1.28              *          1.11          2.21

- --------

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

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS


                            Year Ended December 31
       ------------------------------------------------------------
       1997         1996            1995         1994          1993
       ----         ----            ----         ----          ----
        *             *              *            *            1.39

- --------

     * Earnings for the years ended December 31, 1997, 1996, 1995 and 1994 
were inadequate to cover combined fixed charges and preferred stock dividends 
by $923.8 million, $97.0 million, $961.2 million and $153.6 million, 
respectively.

                    DESCRIPTION OF THE DEBT SECURITIES

     The following sets forth certain general terms and provisions of the 
Indentures under which the Debt Securities are to be issued.  The particular 
terms of a series of Debt Securities will be set forth in the Prospectus 
Supplement or Prospectus Supplements relating to such Debt Securities.

     The Senior Debt Securities are to be issued under an Indenture (the 
"Senior Indenture") between the Company and Bank of Montreal Trust Company, as 
Trustee (the "Senior Trustee"), or under a substantially identical indenture 
with a different trustee.  The Subordinated Debt Securities are to be issued 
under an Indenture dated as of March 1, 1996 (the "Subordinated Indenture") 
between the Company and The Bank of New York, as Trustee (the "Subordinated 
Trustee"), or under a substantially identical indenture with a different 
trustee.  The Senior Indenture and the Subordinated Indenture are sometimes 
referred to individually as an "Indenture" and collectively as the 
"Indentures".  The Senior Trustee and the Subordinated Trustee are sometimes 
referred to individually as a "Trustee" and collectively as the "Trustees".  
The following are brief summaries of certain provisions of the Indentures.  
The summaries do not purport to be complete and are subject to the detailed 
provisions of the Indentures, copies of which are filed as exhibits to the 
Registration Statement.  Capitalized terms used in this Prospectus and not 
otherwise defined have the meanings specified in the Indentures.

GENERAL

     The Indentures do not limit the aggregate principal amount of Debt 
Securities which may be issued thereunder and provide that Debt Securities may 
be issued from time to time in series.

     The Senior Debt Securities will be unsecured obligations of the Company 
and will rank on a parity with all other unsecured and unsubordinated 
indebtedness of the Company.  The Subordinated Debt Securities will be 
unsecured obligations of the Company and will be subordinated in right of 
payment to all Senior Indebtedness (as defined below in "Subordination of Debt 
Securities").


<PAGE> 7

        The applicable Prospectus Supplement will describe the following terms 
of the Debt Securities offered thereby: (1) the title of such Debt Securities; 
(2) whether such Debt Securities are Senior Debt Securities or Subordinated 
Debt Securities; (3) any limit on the aggregate principal amount of such Debt 
Securities; (4) the date or dates on which such Debt Securities may be issued 
and are or will be payable; (5) the rate or rates per annum (which may be 
fixed or variable) at which such Debt Securities will bear interest, if any, 
or the method by which such rate or rates shall be determined, and the date or 
dates from which such interest, if any, will accrue; (6) the date or dates on 
which interest, if any, on such Debt Securities will be payable and the 
regular record date or dates therefor; (7) the place or places where the 
principal of, and premium, if any, and any interest on such Debt Securities 
will be payable; (8) the period or periods within which, the price or prices 
at which, the currency or currencies (including currency units) in which, and 
the terms and conditions upon which such Debt Securities may be redeemed at 
the option of the Company; (9) the obligation, if any, of the Company to 
redeem, to repay or purchase such Debt Securities pursuant to any sinking fund 
or analogous provisions, upon the happening of a specified event or at the 
option of a holder thereof, and the period or periods within which, the price 
or prices at which and the terms and conditions upon which such Debt 
Securities will be redeemed, repaid or purchased pursuant to any such 
obligations; (10) whether such Debt Securities are to be issued in whole or in 
part in the form of one or more Global Notes (as defined under "Denominations, 
Registration and Transfer") and, if so, the identity of the depositary, if 
any, for such Global Note or Notes; (11) if other than dollars, the foreign 
currency or currencies (including currency units) in which the principal of, 
and premium, if any, and any interest on such Debt Securities shall or may be 
paid and, if applicable, whether at the election of the Company and/or the 
holder, and the conditions and manner of determining the exchange rate or 
rates; (12) any index used to determine the amount of payment of principal of, 
and premium, if any, and any interest on such Debt Securities; (13) whether 
such Debt Securities are convertible into shares of Common Stock and the terms 
and conditions upon which any conversion will be effected, including the 
conversion price, the conversion period and other conversion provisions; (14) 
any addition to, or modification or deletion of, any Events of Default or 
covenants provided for with respect to such Debt Securities and (15) any other 
detailed terms and provisions of such Debt Securities which are not 
inconsistent with the Indentures.

     Debt Securities may be issued at or above par or with an original issue 
discount.  The applicable Prospectus Supplement will describe Federal income 
tax consequences and other special considerations applicable to any Debt 
Securities issued with original issue discount or above par.

     If the purchase price of any of the Debt Securities is denominated in one 
or more foreign currencies or currency units, or if the principal of or any 
premium or interest on any series of Debt Securities is payable in one or more 
foreign currencies or currency units, the applicable Prospectus Supplement 
will describe the restrictions, elections, Federal income tax considerations, 
specific terms and other information with respect to such series and such 
foreign currency or currency units.

DENOMINATIONS, REGISTRATION AND TRANSFER

     Debt Securities will be issued as registered securities either in 
certificated form or in the form of one or more global securities (each a 
"Global Note").  Debt Securities which are book-entry securities ("Book-Entry 
Notes") will be issued as registered Global Notes.  Unless otherwise provided 
in an applicable Prospectus Supplement with respect to a series of Debt 
Securities, the Debt Securities will be issued in denominations of $1,000 or 
any integral multiple thereof. One or more Global Notes will be issued in 
denominations or aggregate denominations equal to the aggregate principal 
amount of outstanding Debt Securities of the series to be represented by such 
Global Note or Notes.


<PAGE> 8

        Debt Securities of any series (other than a Book-Entry Note) may be 
exchanged for other Debt Securities of the same series and of a like aggregate 
principal amount and tenor of different authorized denominations.  Whenever 
any such Debt Securities are surrendered for exchange, the Company shall 
execute, and the Trustee shall authenticate and deliver, the Debt Securities 
which the holder making the exchange is entitled to receive.

     Debt Securities (other than Book-Entry Notes) may be presented for 
registration of transfer (with the form of transfer endorsed thereon duly 
executed), at the office of the Security Registrar designated by the Company 
for such purpose with respect to any series of Debt Securities and referred to 
in an applicable Prospectus Supplement, without service charge and upon 
payment of any taxes and other governmental charges as described in the 
applicable Indenture.  Such transfer or exchange will be effected upon the 
Security Registrar being satisfied with the documents of title and identity of 
the person making the request.  The Company has appointed the Trustee under 
each Indenture as Security Registrar for the applicable Debt Securities. 

     For a discussion of restrictions on the exchange, registration and 
transfer of Global Notes, see "Global Notes". 

PAYMENT AND PAYING AGENTS

     Unless otherwise indicated in an applicable Prospectus Supplement, 
payment of principal of, and premium, if any, and any interest on Debt 
Securities will be made at the office of such Paying Agent or Paying Agents as 
the Company may designate from time to time, except that at the option of the 
Company payment of any interest may be made (1) by check mailed to the address 
of the person entitled thereto as such address shall appear in the Security 
Register or (2) by wire transfer to an account maintained by the person 
entitled thereto.  Unless otherwise indicated in an applicable Prospectus 
Supplement, payment of any installment of interest on Debt Securities will be 
made to the person in whose name such Debt Security is registered at the close 
of business on the regular record date for such interest.

     Unless otherwise indicated in an applicable Prospectus Supplement, the 
Trustee under the applicable Indenture will act as the Company's sole Paying 
Agent through its principal office.  Any other Paying Agents in the United 
States initially designated by the Company for the offered Debt Securities 
will be named in an applicable Prospectus Supplement.  The Company may at any 
time designate additional Paying Agents or rescind the designation of any 
Paying Agent or approve a change in the office through which any Paying Agent 
acts, except that the Company will be required to maintain a Paying Agent in 
each Place of Payment for such series.

     All moneys paid by the Company to the Trustee or a Paying Agent for the 
payment of principal of, and premium, if any, and any interest on any Debt 
Security that remain unclaimed at the end of two years after such principal, 
premium or interest shall have become due and payable will be repaid to the 
Company, and the holder of such Debt Security or any coupon will thereafter 
look only to the Company for payment thereof.

GLOBAL NOTES

     The Debt Securities of a series may be issued in whole or in part in the 
form of one or more Global Notes that will be deposited with, or on behalf of, 
a depositary (a "Depositary") identified in the Prospectus Supplement relating 
to such series.

     The specific terms of the depositary arrangement with respect to any Debt 
Securities of a series will be described in the Prospectus Supplement relating 
to such series.  The Company anticipates that the following provisions will 
apply to all depositary arrangements. 

BOOK-ENTRY NOTES

     Unless otherwise specified in an applicable Prospectus Supplement, Debt 
Securities which are to be represented by a Global Note to be deposited with 
or on behalf of a Depositary will be represented by a Global Note registered 
in the name of such depositary or its nominee.  Upon the issuance of a Global 


<PAGE> 9

Note, the Depositary for such Global Note will credit, on its book-entry 
registration and transfer system, the respective principal amounts of the Debt 
Securities represented by such Global Note to the accounts of institutions 
that have accounts with such Depositary or its nominee ("participants").  The 
accounts to be credited shall be designated by the underwriters or agents of 
such Debt Securities, or by the Company if such Debt Securities are offered 
and sold directly by the Company.  Ownership of beneficial interests in such 
Global Notes will be limited to participants or persons that may hold 
interests through participants.  Ownership of beneficial interests by 
participants in such Global Notes will be shown on, and the transfer of that 
ownership interest will be effected only through, records maintained by the 
Depositary or its nominee for such Global Note.  Ownership of beneficial 
interests in Global Notes by persons that hold through participants will be 
shown on, and the transfer of that ownership interest within such participant 
will be effected only through, records maintained by such participant.  The 
laws of some jurisdictions require that certain purchasers of securities take 
physical delivery of such securities in certificated form.  Such limits and 
such laws may impair the ability to transfer beneficial interests in a Global 
Note.

     So long as the Depositary, or its nominee, is the registered owner of a 
Global Note, such depositary or such nominee, as the case may be, will be 
considered the sole owner or holder of the Debt Securities represented by such 
Global Note for all purposes under the Indenture governing such Debt 
Securities.  Except as set forth below, owners of beneficial interests in such 
Global Notes will not be entitled to have Debt Securities of the series 
represented by such Global Note registered in their names, will not receive or 
be entitled to receive physical delivery of Debt Securities of such series in 
certificated form and will not be considered the owners or holders thereof 
under the applicable Indenture.

     Payment of principal of, and premium, if any, and any interest on Debt 
Securities registered in the name of or held by a Depositary or its nominee 
will be made to the Depositary or its nominee, as the case may be, as the 
registered owner or the holder of the Global Note representing such Debt 
Securities.  None of the Company, any Trustee, any Paying Agent or the 
Security Registrar for such Debt Securities will have any responsibility or 
liability for any aspect of the records relating to or payments made on 
account of beneficial ownership interests in a Global Note for such Debt 
Securities or for maintaining, supervising or reviewing any records relating 
to such beneficial ownership interests.

     The Company expects that the Depositary for Debt Securities of a series 
or its nominee, upon receipt of any payment of principal, premium or interest 
in respect of a Global Note, will credit immediately participants' accounts 
with payments in amounts proportionate to their respective beneficial 
interests in the principal amount of such Global Note as shown on the records 
of such depositary or nominee.  The Company also expects that payments by 
participants to owners of beneficial interests in such Global Note held 
through such participants will be governed by standing instructions and 
customary practices, as is now the case with securities held for the accounts 
of customers in bearer form or registered in "street name", and will be the 
responsibility of such participants.

     Unless and until it is exchanged in whole for Debt Securities in 
certificated form, a Global Note may not be transferred except as a whole by 
the Depositary for such Global Note to a nominee of such depositary or by a 
nominee of such depositary to such depositary or another nominee of such 
depositary or by such depositary or any such nominee to a successor of such 
depositary or a nominee of such successor.  If a Depositary for Debt 
Securities is at any time unwilling or unable to continue as depositary and a 
successor depositary is not appointed by the Company within ninety days, the 
Company will issue Debt Securities in certificated form in exchange for the 
Global Note or Notes representing such Debt Securities.  In addition, the 
Company may at any time and in its sole discretion determine not to have any 
Debt Securities in registered form represented by one or more Global Notes 
and, in such event, will issue Debt Securities in certificated form in 
exchange for the Global Note or Notes representing such Debt Securities.  
Further, if the Company so specifies with respect to the Debt Securities of a 
series, an owner of a beneficial interest in a Global Note representing Debt 
Securities of such series may, on terms acceptable to the Company and the 
Depositary for such Global Note, receive Debt Securities of such series in 
certificated form.  In any such instance, an owner of a beneficial interest in 
a Global Note will be entitled to physical delivery in certificated form of 
Debt Securities of the series represented by such Global Note equal in 
principal amount to such beneficial interest and to have such Debt Securities 
registered in its name.


<PAGE> 10

CERTAIN COVENANTS APPLICABLE TO SENIOR DEBT SECURITIES

     Unless otherwise indicated in the applicable Prospectus Supplement with 
respect to Senior Debt Securities of a series, Senior Debt Securities will 
have the benefit of the following covenants contained in the Senior Indenture.  
Unless otherwise indicated in the applicable Prospectus Supplement with 
respect to Subordinated Debt Securities of a series, the Subordinated Debt 
Securities will not have the benefit of such covenants.

Limitation Upon Mortgages and Liens

     Neither the Company nor a Subsidiary will create or assume, except in 
favor of the Company or a Wholly-Owned Subsidiary, any mortgage, pledge, lien 
or encumbrance upon any Principal Manufacturing Property or any stock or 
indebtedness of any Subsidiary without equally and ratably securing the 
outstanding Senior Debt Securities.  For the purpose of providing such equal 
and ratable security, the principal amount of outstanding Senior Debt 
Securities issued with original issue discount shall be such portion of the 
principal amount as may be specified in the terms of that series.  This 
limitation will not apply to certain permitted encumbrances as described in 
the Senior Indenture, including (1) purchase money mortgages entered into 
within specified time limits; (2) liens existing on acquired property; (3) 
certain tax, materialmen's, mechanics' and judgment liens, certain liens 
arising by operation of law and certain other similar liens; (4) liens in 
connection with certain government contracts; (5) certain mortgages, pledges, 
liens or encumbrances in favor of any state or local government or 
governmental agency in connection with certain tax-exempt financings; (6) 
pledges of customers' accounts or paper and (7) mortgages, pledges, liens and 
encumbrances not otherwise permitted if the sum of the indebtedness thereby 
secured plus the aggregate sales price of property involved in certain sale 
and leaseback transactions does not exceed the greater of $250,000,000 or 5% 
of Consolidated Stockholders' Equity. 

Limitation Upon Sale and Leaseback Transactions

     The Company and any Subsidiary will be prohibited from selling any 
Principal Manufacturing Property owned on the date of the Senior Indenture 
with the intention of taking back a lease thereof, other than a temporary 
lease (a lease of not more than 36 months) with the intent that the use of the 
property by the Company or such Subsidiary will be discontinued before the 
expiration of such period, unless (1) the sum of the sale price of property 
involved in sale and leaseback transactions not otherwise permitted plus all 
indebtedness secured by certain mortgages, pledges, liens and encumbrances 
does not exceed the greater of $250,000,000 or 5% of Consolidated 
Stockholders' Equity or (2) the greater of the net proceeds of such sale or 
the fair market value of such Principal Manufacturing Property (which may be 
conclusively determined by the Board of Directors of the Company) are applied 
within 120 days to the optional retirement of outstanding Senior Debt 
Securities or to the optional retirement of other Funded Debt (as defined) of 
the Company ranking on a parity with outstanding Senior Debt Securities. 

Certain Definitions

     Certain terms defined in the Senior Indenture and applicable to the 
foregoing covenants are summarized below:

     "Consolidated Stockholders' Equity" means the total stockholders' equity 
of the Company and its consolidated subsidiaries which, under generally 
accepted accounting principles, would appear on a consolidated balance sheet 
of the Company and its subsidiaries, excluding the separate component of 
stockholders' equity attributable to foreign currency translation adjustments 
pursuant to "Statement of Financial Accounting Standards No. 52-Foreign 
Currency Translation" or any successor provision or principle of generally 
accepted accounting principles.

     "Principal Manufacturing Property" means any manufacturing property 
located within the United States of America (other than its territories or 
possessions) owned by the Company or any Subsidiary, except for any 
manufacturing property that, in the opinion of the Board of Directors, is not 
of material importance to the business conducted by the Company and its 
Subsidiaries, taken as a whole.


<PAGE> 11

     "Subsidiary" means any corporation of which at least a majority of the 
outstanding voting stock is owned by the Company or by other Subsidiaries, but 
will not include any such corporation (an "Affiliated Corporation") which (1) 
does not transact any substantial portion of its business or regularly 
maintain any substantial portion of its operating assets in the United States; 
(2) is principally engaged in financing sales or leases of merchandise, 
equipment or services by the Company, a Subsidiary or another Affiliated 
Corporation; (3) is principally engaged in holding or dealing in real estate 
or (4) is principally engaged in the holding of stock in, and/or the financing 
of operations of, Affiliated Corporations.

     "Wholly-Owned Subsidiary" means a Subsidiary of which all of the 
outstanding voting stock (other than directors' qualifying shares) is at the 
time, directly or indirectly, owned by the Company and/or by one or more 
Wholly-Owned Subsidiaries.

CONSOLIDATION, MERGER, SALE OR LEASE OF ASSETS

     Each Indenture provides that the Company, without the consent of the 
holders of any of the outstanding Debt Securities, may consolidate with or 
merge into, or transfer or lease its assets substantially as an entirety to, 
any corporation organized under the laws of any domestic jurisdiction, 
provided that (1) the successor corporation assumes the Company's obligations 
under such Indenture and the Debt Securities issued thereunder; (2) after 
giving effect to the transaction, no Event of Default and no event which, 
after notice or lapse of time, would become an Event of Default shall have 
occurred and be continuing and (3) certain other conditions are met. 

EVENTS OF DEFAULT

     The following are Events of Default under the Indentures with respect to 
Debt Securities of any series: (1) failure to pay principal of or any premium 
on any Debt Security of that series when due; (2) failure to pay any interest 
on any Debt Security of that series when due, continued for 30 days; (3) 
failure to deposit any sinking fund payment in respect of any Debt Security of 
that series when due; (4) failure to perform any other covenant of the Company 
in the applicable Indenture (other than a covenant included in such Indenture 
solely for the benefit of a series of Debt Securities other than that series), 
continued for 90 days after written notice as provided in the Indenture; (5) 
certain events of bankruptcy, insolvency or reorganization and (6) any other 
Event of Default provided with respect to Debt Securities of that series. Such 
other Events of Default, if any, will be described in the Prospectus 
Supplement relating to such Debt Securities. 

     If any Event of Default with respect to Debt Securities of any series at 
the time outstanding occurs and is continuing, either the Trustee or the 
holders of at least 25% in aggregate principal amount of the outstanding Debt 
Securities of that series may declare the principal amount (or, if the Debt 
Securities of that series are issued with original issue discount, such 
portion of the principal amount as may be specified in the terms of that 
series) of all the Debt Securities of that series to be due and payable 
immediately.  At any time after a declaration of acceleration with respect to 
Debt Securities of any series has been made, but before a judgment or decree 
based on acceleration has been obtained, the holders of a majority in 
aggregate principal amount of outstanding Debt Securities of that series may, 
under certain circumstances, rescind and annul such acceleration. 

     The Indentures provide that, subject to the duty of the Trustee during 
default to act with the required standard of care, the Trustee will be under 
no obligation to exercise any of its rights or powers under the Indenture at 
the request or direction of any of the holders, unless such holders shall have 
offered to the Trustee reasonable indemnity.  Subject to such provisions for 
the indemnification of the Trustee, the holders of a majority in aggregate 
principal amount of the outstanding Debt Securities of any series will have 
the right to direct the time, method and place of conducting any proceeding 
for any remedy available to the Trustee, or exercising any trust or power 
conferred on the Trustee, with respect to the Debt Securities of that series. 

     The Company is required to furnish the Trustees annually with a statement 
as to the performance by the Company of certain of its obligations under the 
Indentures and as to any default in such performance. 


<PAGE> 12

MODIFICATION AND WAIVER

     Each Indenture provides that the Company and the Trustee may, without the 
consent of any holders of Debt Securities, enter into supplemental indentures 
for the purposes, among other things, of adding to the Company's covenants, 
adding any additional Events of Default, establishing the form or terms of 
Debt Securities or curing ambiguities or inconsistencies in such Indentures or 
making other provisions; provided such action shall not adversely affect the 
interests of the holders of any series of outstanding Debt Securities in any 
material respect. 

     Modifications of and amendments to the Indentures may be made by the 
Company and the Trustee with the consent of the holders of a majority (66 2/3% 
in the case of the Senior Indenture) in aggregate principal amount of the 
outstanding Debt Securities of each series affected by such modification or 
amendment; provided, however, that no such modification or amendment may, 
without the consent of the holder of each outstanding Debt Security affected 
thereby, (1) change the stated maturity of the principal of, or any 
installment of principal or interest on, any Debt Security; (2) reduce the 
principal amount of, or any premium or interest on, any Debt Security; (3) 
reduce the amount of principal of Debt Securities issued with original issue 
discount payable upon acceleration of the maturity thereof; (4) change the 
currency of payment of principal of, or any premium or interest on, any Debt 
Security; (5) impair the right to institute suit for the enforcement of any 
payment on or with respect to any Debt Security; or (6) reduce the percentage 
in principal amount of outstanding Debt Securities of any series, the consent 
of whose holders is required for modification or amendment of the Indenture.

     The holders of a majority in aggregate principal amount of the 
outstanding Debt Securities of each series may, on behalf of all holders of 
Debt Securities of that series, waive any past default under the applicable 
Indenture with respect to Debt Securities of that series, except a default in 
the payment of the principal of or any premium or interest on any of the Debt 
Securities of such series or in respect of a covenant or provision of such 
Indenture that cannot, under the terms of such Indenture, be modified or 
amended without the consent of the holders of each outstanding Debt Security 
affected thereby. 

DEFEASANCE

     Each Indenture provides that, if such provision is made applicable to the 
Debt Securities of any series, the Company, at its option, will be discharged 
from its obligations in respect of the outstanding Debt Securities of a series 
(except for certain obligations to register the transfer or exchange of Debt 
Securities of such series, convert Debt Securities of such series, replace 
stolen, lost or mutilated Debt Securities of such series, maintain paying 
agencies and hold moneys for payment in trust) or, in the case of Senior Debt 
Securities, will not be subject to certain covenants applicable to the Debt 
Securities of such series, in each case if the Company deposits with the 
Trustee, in trust, money or government obligations which through the payment 
of interest thereon and principal thereof in accordance with their terms will 
provide money in an amount sufficient to pay all the principal of, and 
premium, if any, and any interest on the Debt Securities of such series on the 
dates such payments are due in accordance with the terms of such Debt 
Securities.  To exercise any such option, the Company is required, among other 
things, to deliver to the Trustee an opinion of counsel to the effect that the 
deposit and related defeasance would not cause the holders of the Debt 
Securities of such series to recognize income, gain or loss for United States 
income tax purposes and the holders would be subject to Federal income tax on 
the same amounts, in the same manner and at the same times as would have been 
the case if the deposit and related defeasance had not occurred.


<PAGE> 13

CONVERSION RIGHTS

     The terms on which and the prices at which Subordinated Debt Securities 
of a series may be convertible into Common Stock will be set forth in the 
Prospectus Supplement relating thereto. Such terms will include provisions as 
to whether conversion is mandatory, at the option of the holder or at the 
option of the Company. 

SUBORDINATION PROVISIONS

     Except as described in the applicable Prospectus Supplement, the 
indebtedness evidenced by the Subordinated Debt Securities will be subordinate 
in right of payment to all Senior Indebtedness (as hereinafter defined). 

     No payment shall be made by the Company on account of principal of, and 
premium, if any, or interest on the Subordinated Debt Securities or on account 
of the purchase, redemption or other acquisition of the Subordinated Debt 
Securities if there shall have occurred and be continuing any default in the 
payment of principal, premium, if any, or interest on any Senior Indebtedness 
continuing beyond the period of grace, if any, specified in the instrument 
evidencing such Senior Indebtedness. 

     Upon any distribution of assets of the Company upon any dissolution, 
winding up, liquidation or reorganization, the payment of the principal of, 
and premium, if any, and interest on the Subordinated Debt Securities is to be 
subordinated to the extent provided in the Subordinated Indenture in right of 
payment to the prior payment in full of all Senior Indebtedness. By reason of 
this provision, in the event of the Company's dissolution or insolvency, 
holders of Senior Indebtedness may receive more, ratably, and holders of 
Subordinated Debt Securities may receive less, ratably, than the other 
creditors of the Company. 

     The foregoing subordination provisions will not prevent the occurrence of 
any Event of Default under the Subordinated Indenture. 

     The term "Senior Indebtedness" means the principal of, premium, if any, 
and any interest on, and any other payment due pursuant to the terms of an 
instrument (including, without limitation, fees, expenses, collection expenses 
(including attorneys' fees), interest yield amounts, post-petition interest 
and taxes) creating, securing or evidencing any of the following, whether 
outstanding on the date of the Subordinated Indenture or thereafter incurred 
or created: 

(1)  All indebtedness of the Company for money borrowed or constituting 
reimbursement obligations with respect to letters of credit (including 
indebtedness secured by a mortgage, conditional sales contract or other lien 
which is (A) given to secure all or a part of the purchase price of property 
subject thereto, whether given to the vendor of such property or to another, 
or (B) existing on property at the time of acquisition thereof);

(2)  All indebtedness of the Company evidenced by notes, debentures, bonds or 
other securities; 

(3)  All indebtedness of others of the kinds described in either of the 
preceding clauses (1) or (2) assumed by or guaranteed in any manner by the 
Company or in effect guaranteed by the Company through an agreement to 
purchase, contingent or otherwise; and 

(4)  All renewals, deferrals, increases, extensions or refundings of and 
modifications to indebtedness of the kinds described in any of the preceding 
clauses (1), (2) or (3); 

except (A) the Subordinated Debt Securities, (B) certain outstanding 
subordinated indebtedness of the Company and (C) any indebtedness, renewal, 
extension or refunding that, under the provisions of the instrument creating, 
evidencing, or assuming or guaranteeing it, is not superior in right of 
payment to the Subordinated Debt Securities or is subordinate by its terms in 
right of payment to the Subordinated Debt Securities. 


<PAGE> 14

     As of December 31, 1997, the Company had Senior Indebtedness (excluding 
accrued interest and premium, if any) of approximately $1.6 billion. The 
amount of Senior Indebtedness may change in the future. The Subordinated 
Indenture contains no limitations on the incurrence of Senior Indebtedness. 

NOTICES

     Notices to holders of Debt Securities will be given by mail to the 
addresses of such holders as they appear in the Security Register. 

GOVERNING LAW

     The Indentures and the Debt Securities will be governed by, and construed 
in accordance with, the laws of the State of New York. 

CONCERNING THE TRUSTEES

     Each Trustee, or its affiliates, has normal banking relationships with 
the Company.  In addition, the Subordinated Trustee and Bank of Montreal, the 
parent of the Senior Trustee, each participates as a lender in the Company's 
revolving credit facility.  The Senior Trustee also serves as trustee under 
another indenture with the Company pursuant to which unsecured senior debt 
securities are currently outstanding.  Harris Trust Company of New York, an 
affiliate of the Senior Trustee, serves as the Company's transfer agent.

                        DESCRIPTION OF CAPITAL STOCK

     The following descriptions do not purport to be complete and are subject 
to, and qualified in their entirety by reference to, the more complete 
descriptions thereof set forth in (1) the Company's Certificate of 
Incorporation; (2) the Company's By-Laws and (3) the Rights Agreement (as 
defined below), all of which are exhibits to the Registration Statement. 

     The Company's authorized capital stock consists of 720,000,000 shares of 
Common Stock, par value $.01 per share, and 40,000,000 shares of Preferred 
Stock, par value $1 per share. 

     As of March 31, 1998, there were approximately 251.4 million shares of 
Common Stock outstanding, and the Company had reserved approximately 80.5 
million additional shares of Common Stock for issuance pursuant to various 
employee benefit plans and upon the conversion of outstanding shares of 
Preferred Stock and other outstanding securities.

     The Board of Directors has authorized the issuance of 30.0 million shares 
of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred 
Stock") and 1.5 million shares of Junior Participating Preferred Stock (the 
"Junior Preferred Stock"). As of March 31, 1998 there were approximately 28.4 
million shares of Series A Preferred Stock and no shares of Junior Preferred 
Stock outstanding.

     The Series A Preferred Stock ranks prior to the Common Stock and the 
Junior Preferred Stock as to payment of dividends and as to distribution of 
assets upon liquidation, dissolution or winding up of the Company. Unless 
otherwise set forth in the applicable Prospectus Supplement, each series of 
Preferred Stock offered hereby will rank on a parity with each other such 
series and with the Series A Preferred Stock. 

COMMON STOCK

General

     Subject to the rights of the holders of shares of Preferred Stock, 
holders of shares of Common Stock (1) are entitled to receive dividends when 
and as declared by the Board of Directors of the Company from funds legally 
available for that purpose; (2) have the exclusive right, except as otherwise 


<PAGE> 15

may be required by law, to vote for the election of directors and for all 
other purposes and (3) are entitled, upon any liquidation, dissolution or 
winding up of the Company, to a pro rata distribution of the assets and funds 
of the Company available for distribution to stockholders. Each share of 
Common Stock is entitled to one vote on all matters on which stockholders 
generally are entitled to vote. Holders of shares of Common Stock do not have 
preemptive rights to subscribe for additional shares of Common Stock or 
securities convertible into shares of Common Stock. The Common Stock is traded 
on the New York Stock Exchange and prices are reported by the New York Stock 
Exchange Composite Tape under the symbol UIS.  Harris Trust Company of New 
York is the transfer agent for the Common Stock. 

Dividend Limitations

     The Company has not declared or paid any cash dividends on the Common 
Stock since 1990 and does not anticipate declaring or paying dividends on the 
Common Stock in the foreseeable future.  In addition, the Company's most 
restrictive outstanding debt instruments generally limit aggregate dividends 
paid on the Company's capital stock since June 30, 1992 (other than $185 
million paid in respect of dividends in arrears) to an amount no greater than 
50% of cumulative consolidated net income since July 1, 1992, plus capital 
contributions and proceeds of equity issuances, plus $150 million.

Preferred Share Purchase Rights and Junior Participating Preferred Stock

     The Company has distributed to its stockholders one Preferred Share 
Purchase Right (the "Rights") with respect to each outstanding share of Common 
Stock pursuant to a Rights Agreement (the "Rights Agreement") dated as of 
March 7, 1986 between the Company and Harris Trust Company of New York, as 
Rights Agent.  Each Right entitles the holder thereof, until the earlier of 
March 17, 2001 or the redemption of the Rights, to buy one three-hundredth of 
a share of the Junior Preferred Stock at an exercise price of $75.  The Rights 
are represented by the certificates for shares of Common Stock and will not be 
exercisable, or transferable apart from the shares of Common Stock, until the 
earlier of the tenth day after the announcement that a person or group has 
acquired beneficial ownership of 20% or more of the shares of Common Stock (a 
"20% holder") or the tenth day after a person commences, or announces an 
intention to commence, an offer, the consummation of which would result in a 
person beneficially owning 30% or more of the shares of Common Stock as of 
such date (the earlier of such dates being called the "Distribution Date").  
The Rights could then begin trading separately from the shares of Common 
Stock. 

     In the event that the Company is acquired in a merger or other business 
combination transaction, each Right will entitle its holder to purchase, at 
the exercise price of the Right, that number of shares of common stock of the 
surviving company which, at the time of such transaction, would have a market 
value of two times the exercise price of the Right. Alternatively, if a 20% 
holder were to acquire the Company by means of a reverse merger in which the 
Company and its stock survive, or were to engage in certain "self-dealing" 
transactions, each Right not owned by the 20% holder would become exercisable 
for the number of shares of Common Stock which, at that time, would have a 
market value of two times the exercise price of the Right. 

     The Rights are redeemable at $.01 2/3 per Right at any time prior to the 
time that a person or group has acquired beneficial ownership of 20% of the 
shares of Common Stock.  The Rights will expire on March 17, 2001 (the "Final 
Expiration Date"), unless the Final Expiration Date is extended or unless the 
Rights are earlier redeemed by the Company in accordance with their terms. At 
no time will the Rights have any voting rights. 

     The foregoing summary of the Rights does not purport to be complete and 
is qualified in its entirety by reference to the Rights Agreement, which is an 
exhibit to the Registration Statement. 

     The shares of Junior Preferred Stock purchasable upon exercise of the 
Rights will be nonredeemable.  Each share of Junior Preferred Stock will have 
a minimum preferential quarterly dividend of $15 per share, but will be 
entitled to a dividend of 300 times the aggregate dividend declared per share 
of Common Stock.  In the event of liquidation, the holders of the shares of 
Junior Preferred Stock will receive a preferred liquidation payment of $100 
per share, but will be entitled to receive an aggregate liquidation payment 
per share equal to 300 times the payment made per share of Common Stock.  Each 
share of the Junior Preferred Stock will have 300 votes, voting together with 


<PAGE> 16

the shares of Common Stock.  In the event of any merger, consolidation or 
other transaction in which shares of Common Stock are exchanged, each share of 
the Junior Preferred Stock will be entitled to receive 300 times the amount 
received per share of Common Stock.  The Junior Preferred Stock has customary 
antidilution provisions to protect the dividend, liquidation and voting rights 
described above. 

     The purchase price payable, and the number of shares of Junior Preferred 
Stock or other securities or property issuable, upon exercise of the Rights 
are subject to adjustment from time to time to prevent dilution (1) in the 
event of a stock dividend on, or a subdivision, combination or 
reclassification of the shares of Junior Preferred Stock; (2) as a result of 
the grant to holders of the shares of Junior Preferred Stock of certain rights 
or warrants to subscribe for shares of Junior Preferred Stock or of securities 
convertible into shares of Junior Preferred Stock (at a price, or with a 
conversion price, respectively, less than the then current market price for 
the shares of Junior Preferred Stock) or (3) as a result of the distribution 
to holders of the shares of Junior Preferred Stock of evidences of 
indebtedness or assets (excluding regular periodic cash dividends at a rate 
not in excess of 125% of the rate of the last cash dividend theretofore paid 
or dividends payable in shares of Junior Preferred Stock) or of subscription 
rights or warrants (other than those referred to above).  With certain 
exceptions, no adjustment in the purchase price will be required until 
cumulative adjustments require an adjustment of at least 1% in such purchase 
price.  The percentage of a share of Junior Preferred Stock for which a Right 
is exercisable and the number of Rights outstanding are also subject to 
adjustment in the event of dividends on the shares of Common Stock payable in 
shares of Common Stock or subdivisions, combinations or consolidations of the 
shares of Common Stock, occurring, in any case, before the Rights become 
exercisable or transferable apart from the shares of Common Stock. 

     One Right is presently associated with each issued and outstanding share 
of Common Stock.  The Company will issue one Right with each share of Common 
Stock issued prior to the Final Expiration Date unless, prior to such 
issuance, the Rights are redeemed or become exercisable and transferable apart 
from the shares of Common Stock. 

     The Rights have certain anti-takeover effects.  The Rights may cause 
substantial dilution to a person or group that attempts to acquire the Company 
on terms that the Board of Directors determines are not in the best interests 
of the Company's stockholders, except pursuant to an offer conditioned on a 
substantial number of Rights being acquired.  The Rights should not interfere 
with any merger or other business combination approved by the Board of 
Directors since the Rights may be redeemed by the Company at $.01 2/3 per 
Right prior to the time that a person or group has acquired beneficial 
ownership of 20% or more of the shares of Common Stock. 

Anti-Takeover Provisions

     The Company is a Delaware corporation and subject to Section 203 of the 
Delaware General Corporation Law. Generally, Section 203 prohibits a publicly 
held Delaware corporation from engaging in a "business combination" with an 
"interested stockholder" for a period of three years after the time of the 
transaction in which the person became an interested stockholder, unless (1) 
prior to such time, either the business combination or such transaction is 
approved by the board of directors of the corporation; (2) upon consummation 
of the transaction which resulted in the stockholder becoming an interested 
stockholder, the interested stockholder owns at least 85% of the outstanding 
voting stock or (3) on or after such time the business combination is approved 
by the board and by the affirmative vote of at least 66 2/3% of the 
outstanding voting stock that is not owned by the interested stockholder.  A 
"business combination" includes mergers, asset sales and other transactions 
resulting in a financial benefit to the interested stockholder.  An 
"interested stockholder" is a person who, together with affiliates and 
associates, owns (or within three years, did own) 15% or more of the 
corporation's outstanding voting stock. 

     The Company's Certificate of Incorporation and By-Laws contain certain 
anti-takeover provisions that are intended to enhance the likelihood of 
continuity and stability in the composition of the Board of Directors and that 
may have the effect of delaying, deferring or preventing a future takeover or 
change in control of the Company unless such takeover or change in control is 
approved by the Board of Directors. Such provisions may also render the 
removal of the current Board of Directors more difficult. 


<PAGE> 17

     The Company's Certificate of Incorporation and By-Laws provide that the 
Board of Directors shall consist of not less than 10 nor more than 20 
directors (subject to any rights of the holders of shares of Preferred Stock 
to elect additional directors), with the exact number to be fixed by the Board 
of Directors pursuant to a resolution adopted by a majority of the entire 
Board. The Board of Directors is divided into three classes of directors, 
which classes are as nearly equal in number as possible.  One class of 
directors is elected each year for a term of three years. Directors may be 
removed from office only for cause and only by the affirmative vote of the 
holders of at least 80% of the voting power of all capital stock of the 
Company entitled to vote generally in the election of directors (the "Voting 
Stock"), voting as a single class. Subject to any rights of the holders of 
shares of Preferred Stock, vacancies in the Board of Directors and newly 
created directorships are filled for the unexpired term only by the vote of a 
majority of the remaining directors in office.  Pursuant to the Certificate of 
Incorporation, advance notice of stockholder nominations for the election of 
directors must be given in the manner provided in the Company's By-Laws. The 
By-Laws provide that written notice of the intent of a stockholder to make a 
nomination at a meeting of stockholders must be delivered to the Secretary of 
the Company not less than 90 days prior to the date of the meeting, in the 
case of an annual meeting, and not more than seven days following the date of 
notice of the meeting, in the case of a special meeting.  The notice must 
contain certain background information about the nominee and the number of 
shares of the Company's capital stock beneficially owned by the nominee. The 
affirmative vote of the holders of 80% or more of the voting power of the then 
outstanding shares of Voting Stock, voting as a single class, is required to 
amend, alter or repeal the provisions of the Certificate of Incorporation and 
the By-Laws discussed above. 

     The Company's Certificate of Incorporation also provides that certain 
mergers, consolidations, sales or other transfers of assets of, issuances or 
reclassifications of securities of, or adoptions of plans of liquidation by 
the Company (individually, a "Business Combination") must be approved by an 
affirmative vote of the holders of 80% or more of the voting power of the then 
outstanding shares of Voting Stock, voting as a single class, when such action 
involves a person (an "Interested Stockholder") who beneficially owns more 
than 20% of the voting power of the then outstanding shares of Voting Stock, 
unless certain minimum price, form of consideration and procedural 
requirements (the "Fair Price Provisions") are satisfied or unless a majority 
of the directors not affiliated with the Interested Stockholder approve the 
Business Combination.  The affirmative vote of the holders of 80% or more of 
the voting power of the then outstanding shares of Voting Stock, voting as a 
single class, is required to amend, alter or repeal such provisions of the 
Certificate of Incorporation. 

     Under the Certificate of Incorporation and By-Laws, except as otherwise 
required by law and subject to the rights of the holders of shares of 
Preferred Stock, stockholders may not call a special meeting of stockholders. 
Only the Board of Directors, pursuant to a resolution adopted by a majority of 
the entire Board, may call a special meeting of stockholders.  The General 
Corporation Law of the State of Delaware provides that, unless specifically 
prohibited by the certificate of incorporation, any action required or 
permitted to be taken by stockholders of a corporation may be taken without a 
meeting, without prior notice, and without a stockholder vote if a written 
consent or consents setting forth the action to be taken is signed by the 
holders of outstanding shares of capital stock having the requisite number of 
votes that would be necessary to authorize or take such action at a meeting of 
stockholders.  The Company's Certificate of Incorporation requires that 
stockholder action be taken at a meeting of stockholders and prohibits 
stockholder action by written consent.  The affirmative vote of the holders of 
80% or more of the voting power of the then outstanding shares of Voting 
Stock, voting as a single class, is required to amend, alter or repeal the 
provisions of the Certificate of Incorporation and By-Laws discussed above. 

     The purpose of certain provisions of the Certificate of Incorporation and 
By-Laws discussed above relating to (1) a classified Board of Directors; (2) 
the removal of directors and the filling of vacancies; (3) the prohibition of 
stockholder action by written consent and (4) supermajority voting 
requirements for the repeal of provisions (1) through (3) is to help assure 
the continuity and stability of the business strategies and policies of the 
Company and to discourage certain types of transactions that involve an actual 
or threatened change of control of the Company.  They are designed to make it 
more difficult and time-consuming to change majority control of the Board of 
Directors and thus to reduce the vulnerability of the Company to an 
unsolicited takeover proposal that does not contemplate the acquisition of at 
least 80% of the voting power of all of the Voting Stock or to an unsolicited 
proposal for the restructuring or sale of all or part of the Company. 


<PAGE> 18

     Such charter and by-law provisions may make more difficult or discourage 
a proxy contest, or the assumption of control, by a holder of a substantial 
block of shares of Common Stock, or the removal of the incumbent Board of 
Directors, and could thus increase the likelihood that incumbent directors 
will retain their positions.  In addition, since the Fair Price Provisions 
discussed above provide that certain business combinations involving the 
Company and a certain type of stockholder which do not meet specified criteria 
or are not approved by supermajority vote cannot be consummated without the 
approval of a majority of those directors who are not affiliated with such 
stockholder, such provisions could give incumbent management the power to 
prevent certain takeovers.  The Fair Price Provisions may also discourage 
attempts to effect a "two-step" acquisition in which a third party purchases a 
controlling interest in cash and acquires the balance of the voting stock of 
the Company for less desirable consideration.  Under the classified board and 
related provisions, the third party would not immediately obtain the ability 
to control the Board of Directors through its first-step acquisition and, 
under the Fair Price Provisions, having made the first-step acquisition, the 
third party could not acquire the balance of the Voting Stock for a lower 
price without a supermajority vote or the approval of a majority of such 
unaffiliated directors. 

     These provisions of the Certificate of Incorporation and By-Laws help 
ensure that the Board of Directors, if confronted with an unsolicited proposal 
from a third party which has acquired a block of shares of Common Stock, will 
have sufficient time to review the proposal and appropriate alternatives for 
the Company's stockholders. 

     Such charter and by-law provisions are intended to encourage persons 
seeking to acquire control of the Company to initiate such an acquisition 
through arm's-length negotiations with the Board of Directors, who would then 
be in a position to negotiate a transaction which would treat all stockholders 
in substantially the same manner.  Such provisions may have the effect of 
discouraging a third party from making an unsolicited tender offer or 
otherwise attempting to obtain control of the Company, even though such an 
attempt might be beneficial to the Company and its stockholders. In addition, 
since the provisions are designed to discourage accumulations of large blocks 
of shares of Common Stock by purchasers whose objective is to have such shares 
repurchased by the Company at a premium, such provisions could tend to reduce 
the temporary fluctuations in the market price of Common Stock caused by such 
accumulations. Accordingly, stockholders of the Company could be deprived of 
certain opportunities to sell their shares at a temporarily higher market 
price. 

     The Rights could also have the effect of delaying, deferring or 
preventing a takeover or change in control of the Company.  See "Common Stock-
Preferred Share Purchase Rights and Junior Participating Preferred Stock". 

PREFERRED STOCK

     The following description sets forth certain general terms and provisions 
of the Preferred Stock to which any Prospectus Supplement may relate.  Certain 
other terms of a particular series of Preferred Stock will be described in the 
Prospectus Supplement relating to that series.  If so indicated in the 
Prospectus Supplement, the terms of any such series may differ from the terms 
set forth below.  The description of certain provisions of the Preferred Stock 
set forth below and in any Prospectus Supplement does not purport to be 
complete and is subject to and qualified in its entirety by reference to the 
Company's Certificate of Incorporation and the Certificate of Designation 
relating to each such series of Preferred Stock, which will be filed with the 
Commission in connection with the offering of such series of Preferred Stock. 

     Under the Company's Certificate of Incorporation, the Board of Directors 
may, by resolution, establish series of Preferred Stock having such voting 
powers, and such designations, preferences and relative, participating, 
optional or other special rights, and qualifications, limitations or 
restrictions thereof, as the Board of Directors may determine. 

     The Preferred Stock offered hereby will have the dividend, liquidation, 
redemption and voting rights set forth below unless otherwise provided in the 
Prospectus Supplement relating to a particular series of Preferred Stock. 
Reference is made to the Prospectus Supplement relating to the particular 
series of Preferred Stock offered thereby for specific terms, including: (1) 
the designation and stated value per share of such Preferred Stock and the 
number of shares offered; (2) the amount of liquidation preference per share; 
(3) the price at which such Preferred Stock will be issued; (4) the dividend 
rate (or method of calculation), the dates on which dividends will be payable, 


<PAGE> 19

whether such dividends will be cumulative or noncumulative and, if cumulative, 
the dates from which dividends will commence to cumulate; (5) any redemption 
or sinking fund provisions; (6) any conversion rights and (7) any additional 
voting, dividend, liquidation, redemption, sinking fund and other rights, 
preferences, privileges, limitations and restrictions. 

     The Preferred Stock offered hereby will be issued in one or more series.  
The holders of Preferred Stock will have no pre-emptive rights.  Preferred 
Stock will be fully paid and nonassessable upon issuance against full payment 
of the purchase price therefor.  Unless otherwise specified in the Prospectus 
Supplement relating to a particular series of Preferred Stock, each series of 
Preferred Stock will, with respect to dividend rights and rights on 
liquidation, dissolution and winding up of the Company, rank prior to the 
Common Stock and the Junior Preferred Stock (the "Junior Stock") and on a 
parity with the Series A Preferred Stock and each other series of Preferred 
Stock offered hereby (the "Parity Stock").

Dividend Rights

     Holders of the Preferred Stock of each series will be entitled to 
receive, when, as and if declared by the Board of Directors of the Company, 
out of funds legally available therefor, cash dividends at such rates and on 
such dates as are set forth in the Prospectus Supplement relating to such 
series of Preferred Stock. Such rate may be fixed or variable or both.  Each 
such dividend will be payable to the holders of record as they appear on the 
stock books of the Company on such record dates as will be fixed by the Board 
of Directors of the Company. Dividends on any series of the Preferred Stock 
may be cumulative or noncumulative, as provided in the Prospectus Supplement 
relating thereto.  If the Board of Directors of the Company fails to declare a 
dividend payable on a dividend payment date on any series of Preferred Stock 
for which dividends are noncumulative, then the right to receive a dividend in 
respect of the dividend period ending on such dividend payment date will be 
lost, and the Company will have no obligation to pay the dividend accrued for 
that period, whether or not dividends are declared for any future period.  
Dividends on shares of each series of Preferred Stock for which dividends are 
cumulative will accrue from the date set forth in the applicable Prospectus 
Supplement.

     The Preferred Stock of each series will include customary provisions (1) 
restricting the payment of dividends or the making of other distributions on, 
or the redemption, purchase or other acquisition of, Junior Stock unless full 
dividends, including, in the case of cumulative Preferred Stock, accruals, if 
any, in respect of prior dividend periods, on the shares of such series of 
Preferred Stock have been paid and (2) providing for the pro rata payment of 
dividends on such series and other Parity Stock when dividends have not been 
paid in full upon such series and other Parity Stock. 

     See "Certain Provisions of Outstanding Preferred Stock" for a description 
of provisions of the Company's Series A Preferred Stock that could limit the 
Company's ability to pay dividends on the Preferred Stock offered hereby. 


<PAGE> 20

Rights Upon Liquidation

     In the event of any voluntary or involuntary liquidation, dissolution or 
winding up of the Company, the holders of each series of Preferred Stock will 
be entitled to receive out of assets of the Company available for distribution 
to stockholders, before any distribution of assets is made to holders of 
Junior Stock, liquidating distributions in the amount set forth in the 
Prospectus Supplement relating to such series of Preferred Stock plus an 
amount equal to accrued and unpaid dividends.  If, upon any voluntary or 
involuntary liquidation, dissolution or winding up of the Company, the amounts 
payable with respect to the Preferred Stock of any series and any Parity Stock 
are not paid in full, the holders of the Preferred Stock of such series and of 
such Parity Stock will share ratably in any such distribution of assets of the 
Company in proportion to the full respective preferential amounts (which may 
include accumulated dividends) to which they are entitled. After payment of 
the full amount of the liquidating distribution to which they are entitled, 
the holders of such series of Preferred Stock will have no right or claim to 
any of the remaining assets of the Company.  Neither the sale of all or a 
portion of the Company's assets nor the merger or consolidation of the Company 
into or with any other corporation shall be deemed to be a dissolution, 
liquidation or winding up, voluntarily or involuntarily, of the Company. 

Redemption

     The terms, if any, on which shares of a series of Preferred Stock may be 
subject to optional or mandatory redemption will be set forth in the 
Prospectus Supplement relating to such series.

Conversion

     The terms, if any, on which shares of any series of Preferred Stock are 
convertible into Common Stock will be set forth in the Prospectus Supplement 
relating thereto. 

Voting Rights

     The holders of Preferred Stock of a series offered hereby will not be 
entitled to vote except as indicated below or in the Prospectus Supplement 
relating to such series of Preferred Stock or as required by applicable law. 
Unless otherwise specified in the Prospectus Supplement relating to a 
particular series of Preferred Stock, when and if any such series is entitled 
to vote, each share in such series will be entitled to one vote. 

     Unless otherwise specified in the related Prospectus Supplement, holders 
of shares of a series of Preferred Stock will have the following voting 
rights. If, on the date used to determine stockholders of record for any 
meeting of stockholders of the Company at which directors are to be elected, 
dividends payable on any series of Preferred Stock offered hereby and any 
other series of Parity Stock are in arrears in an amount equal to at least six 
quarterly dividends, the number of directors of the Company will be increased 
by two and the holders of all such series of Preferred Stock, voting as a 
class without regard to series, will be entitled to elect such two additional 
directors at such meeting.  The affirmative vote or consent of the holders of 
at least a majority of the outstanding shares of a series of Preferred Stock 
and any other series of Parity Stock also being affected, voting as a single 
class without regard to series, will be required for any amendment of the 
Company's Certificate of Incorporation if the amendment would have a 
materially adverse effect on the powers, preferences or special rights of such 
series. The affirmative vote or consent of the holders of at least two-thirds 
of the outstanding shares of a series of Preferred Stock and any other series 
of Parity Stock, voting as a single class without regard to series, will be 
required to authorize, create or issue, or increase the authorized amount of, 
any class or series of capital stock ranking prior to such series of Preferred 
Stock as to dividends or upon liquidation. 

CERTAIN PROVISIONS OF OUTSTANDING PREFERRED STOCK

     As of March 31, 1998, there were approximately 28.4 million shares of 
Series A Preferred Stock outstanding.  The Series A Preferred Stock accrues 
quarterly cumulative dividends at the annual rate of $3.75 per share and is 
entitled to receive $50 per share, plus accrued and unpaid dividends, upon 
liquidation.  Each share of Series A Preferred Stock is currently convertible, 
at the option of the holder thereof, into 1.67 shares of Common Stock.  The 


<PAGE> 21

Series A Preferred Stock prohibits the payment of cash dividends or other 
distributions on, and the purchase, redemption or other acquisition of, any 
shares of Junior Stock until all accrued and unpaid dividends on such 
Preferred Stock have been paid. When dividends are not paid in full on the 
Series A Preferred Stock, all dividends paid upon shares of such series and 
Parity Stock must be paid pro rata so that the amount of dividends paid per 
share on the Series A Preferred Stock and the Parity Stock bear to each other 
the same ratio that accrued dividends per share on such series and the Parity 
Stock bear to each other.

                          DESCRIPTION OF THE WARRANTS

     The Company may issue Warrants for the purchase of Debt Securities, 
Preferred Stock or Common Stock.  Warrants may be issued independently or 
together with Debt Securities, Preferred Stock or Common Stock offered by any 
Prospectus Supplement and may be attached to or separate from any such 
Securities.  Each series of Warrants will be issued under a separate warrant 
agreement (a "Warrant Agreement") to be entered into between the Company and a 
bank or trust company, as warrant agent (the "Warrant Agent").  The Warrant 
Agent will act solely as an agent of the Company in connection with the 
Warrants and will not assume any obligation or relationship of agency or trust 
for or with any holders or beneficial owners of Warrants.  The following 
summary of certain provisions of the Warrants does not purport to be complete 
and is subject to, and qualified in its entirety by reference to, the 
provisions of the Warrant Agreement that will be filed with the Commission in 
connection with the offering of such Warrants.

DEBT WARRANTS

     The Prospectus Supplement relating to a particular issue of Warrants for 
the purchase of Debt Securities ("Debt Warrants") will describe the terms of 
such Debt Warrants, including the following: (1) the title of such Debt 
Warrants; (2) the offering price for such Debt Warrants, if any; (3) the 
aggregate number of such Debt Warrants; (4) the designation and terms of the 
Debt Securities purchasable upon exercise of such Debt Warrants; (5) if 
applicable, the designation and terms of the Debt Securities with which such 
Debt Warrants are issued and the number of such Debt Warrants issued with each 
such Debt Security; (6) if applicable, the date from and after which such Debt 
Warrants and any Debt Securities issued therewith will be separately 
transferable; (7) the principal amount of Debt Securities purchasable upon 
exercise of a Debt Warrant and the price at which such principal amount of 
Debt Securities may be purchased upon exercise (which price may be payable in 
cash, securities, or other property); (8) the date on which the right to 
exercise such Debt Warrants shall commence and the date on which such right 
shall expire; (9) if applicable, the minimum or maximum amount of such Debt 
Warrants that may be exercised at any one time; (10) information with respect 
to book-entry procedures, if any; (11) the currency or currency units in which 
the offering price, if any, and the exercise price are payable; (12) if 
applicable, a discussion of material United States Federal income tax 
considerations; (13) the antidilution provisions of such Debt Warrants, if 
any; (14) the redemption or call provisions, if any, applicable to such Debt 
Warrants; and (15) any additional terms of the Debt Warrants, including terms, 
procedures, and limitations relating to the exchange and exercise of such Debt 
Warrants.

STOCK WARRANTS

     The Prospectus Supplement relating to any particular issue of Warrants 
for the purchase of Common Stock or Preferred Stock will describe the terms of 
such Warrants, including the following: (1) the title of such Warrants; (2) 
the offering price for such Warrants, if any; (3) the aggregate number of such 
Warrants; (4) the designation and terms of any Preferred Stock purchasable 
upon exercise of such Warrants; (5) if applicable, the designation and terms 
of the Securities with which such Warrants are issued and the number of such 
Warrants issued with each such Security; (6) if applicable, the date from and 
after which such Warrants and any Securities issued therewith will be 
separately transferable; (7) the number of shares of Common Stock or Preferred 
Stock purchasable upon exercise of a Warrant and the price at which such 
shares may be purchased upon exercise (which price may be payable in cash, 
securities, or other property); (8) the date on which the right to exercise 
such Warrants shall commence and the date on which such right shall expire; 
(9) if applicable, the minimum or maximum amount of such Warrants that may be 


<PAGE> 22

exercised at any one time; (10) the currency or currency units in which the 
offering price, if any, and the exercise price are payable; (11) if 
applicable, a discussion of material United States Federal income tax 
considerations; (12) the antidilution provisions of such Warrants, if any; 
(13) the redemption or call provisions, if any, applicable to such Warrants; 
and (14) any additional terms of the Warrants, including terms, procedures, 
and limitations relating to the exchange and exercise of such Warrants.

                            PLAN OF DISTRIBUTION

     The Offered Securities may be sold to underwriters for public offering 
pursuant to terms of offering fixed at the time of sale.  In addition, the 
Offered Securities may be sold by the Company to other purchasers directly or 
through agents.  Any such underwriter or agent involved in the offer and sale 
of the Offered Securities will be named in an applicable Prospectus 
Supplement.

     Underwriters may offer and sell the Offered Securities at a fixed price 
or prices, which may be changed, or from time to time at market prices 
prevailing at the time of sale, at prices related to such prevailing market 
prices or at negotiated prices.  The Company also may offer and sell the 
Offered Securities in exchange for one or more of its outstanding issues of 
debt securities.  The Company also may, from time to time, authorize 
underwriters acting as the Company's agents to offer and sell the Offered 
Securities upon the terms and conditions as shall be set forth in an 
applicable Prospectus Supplement.  In connection with the sale of Offered 
Securities, underwriters may be deemed to have received compensation from the 
Company in the form of underwriting discounts or commissions and may also 
receive commissions from purchasers of Offered Securities for whom they may 
act as agents.  Underwriters may sell Offered Securities to or through 
dealers, and such dealers may receive compensation in the form of discounts, 
concessions or commissions from the underwriters and/or commissions (which may 
be changed from time to time) from the purchasers for whom they may act as 
agents. 

     Any underwriting compensation paid by the Company to underwriters or 
agents in connection with the offering of Offered Securities, and any 
discounts, concessions or commissions allowed by underwriters to participating 
dealers, will be set forth in an applicable Prospectus Supplement.  
Underwriters, dealers and agents participating in the distribution of the 
Offered Securities may be deemed to be underwriters, and any discounts and 
commissions received by them and any profit realized by them on resale of the 
Offered Securities may be deemed to be underwriting discounts and commissions 
under the Securities Act.  Underwriters, dealers and agents may be entitled, 
under agreements entered into with the Company, to indemnification against and 
contribution toward certain civil liabilities, including liabilities under the 
Securities Act, and to reimbursement by the Company for certain expenses. 

     If so indicated in an applicable Prospectus Supplement, the Company may 
authorize agents, underwriters or dealers acting as the Company's agents to 
solicit offers from certain institutional investors to purchase Offered 
Securities from the Company at the public offering price set forth in the 
Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts") 
providing for payment and delivery on a future date or dates specified 
therein. There may be limitations on the minimum amount which may be purchased 
by any such institutional investor or on the portion of the aggregate amount 
of the particular Offered Securities which may be sold pursuant to such 
arrangements. Institutional investors to which such offers may be made, when 
offered, include commercial and savings banks, insurance companies, pension 
funds, investment banks, educational and charitable institutions and such 
other institutions as may be approved by the Company.  Each Contract will be 
subject to the approval of the Company. Contracts will not be subject to any 
conditions except (1) purchase shall not at the time of delivery be prohibited 
under the laws of any jurisdiction in the United States to which the purchaser 
is subject and (2) if the Offered Securities are being sold to underwriters, 
the Company shall have sold to underwriters the total amount of the Offered 
Securities less the amount covered by Contracts.  Agents or underwriters will 
have no responsibility in respect of the delivery or performance of Contracts.


<PAGE> 23
                                 LEGAL MATTERS

     Unless otherwise indicated in an accompanying Prospectus Supplement, 
certain legal matters in connection with the Offered Securities will be passed 
upon for the Company by Harold S. Barron, Esq., Senior Vice President, General 
Counsel and Secretary of the Company, and for any agents or underwriters by 
Simpson Thacher & Bartlett.  As of March 31 1998, Mr. Barron owned 70,295 
shares (including 66,695 restricted shares and restricted share units) of 
Common Stock and held options to purchase 229,000 shares of Common Stock. 

                                    EXPERTS

     The consolidated financial statements of the Company at December 31, 1997 
and 1996, and for each of the three years in the period ended December 31, 
1997 incorporated by reference or appearing in the Company's Annual Report 
(Form 10-K) for the year ended December 31, 1997, have been audited by Ernst & 
Young LLP, independent auditors, as set forth in their report thereon 
incorporated therein and incorporated herein by reference. Such consolidated 
financial statements are, and audited financial statements to be included in 
subsequently filed documents will be, incorporated herein in reliance upon the 
reports of Ernst & Young LLP (to the extent covered by consents filed with the 
Commission) given upon the authority of such firm as experts in accounting and 
auditing.    


<PAGE>


     NO DEALER, SALESMAN OR                              UNISYS
OTHER PERSON HAS BEEN AUTHORIZED 
TO GIVE ANY INFORMATION OR TO 
MAKE ANY REPRESENTATIONS OTHER 
THAN THOSE CONTAINED OR INCORPORATED 
BY REFERENCE IN THIS PROSPECTUS OR 
ANY ACCOMPANYING PROSPECTUS 
SUPPLEMENT, AND, IF GIVEN OR MADE, 
SUCH INFORMATION OR REPRESENTATIONS 
MUST NOT BE RELIED UPON AS HAVING 
BEEN AUTHORIZED.  NEITHER THE DELIVERY 
OF THIS PROSPECTUS NOR ANY ACCOMPANYING 
PROSPECTUS SUPPLEMENT NOR ANY SALE 
MADE HEREUNDER SHALL UNDER ANY 
CIRCUMSTANCES CREATE AN IMPLICATION 
THAT THERE HAS BEEN NO CHANGE IN THE                    $700,000,000
AFFAIRS OF THE COMPANY SINCE THE DATE 
OF THIS PROSPECTUS OR ANY ACCOMPANYING 
PROSPECTUS SUPPLEMENT.  NEITHER THIS 
PROSPECTUS NOR ANY ACCOMPANYING PROSPECTUS            UNISYS CORPORATION
SUPPLEMENT CONSTITUTES AN OFFER OR 
SOLICITATION BY ANYONE IN ANY JURISDICTION 
IN WHICH SUCH OFFER OR SOLICITATION IS NOT 
AUTHORIZED OR IN WHICH THE PERSON MAKING                   SECURITIES
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED 
TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL 
TO MAKE SUCH OFFER OR SOLICITATION.
               ___________                                 PROSPECTUS


            TABLE OF CONTENTS
                                          Page
Available Information                      2
Information Incorporated by Reference      2
The Company                                3
Risk Factors                               3
Use of Proceeds                            5
Ratios of Earnings                         5
Description of the Debt Securities         6
Description of Capital Stock              14
Description of the Warrants               21
Plan of Distribution                      22
Legal Matters                             23
Experts                                   23            _____________, 1998



<PAGE> II-1


                                     PART II
                      INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following statement sets forth the estimated amounts of expenses, 
other than underwriting discounts and commissions, to be borne by the 
registrant in connection with the distribution of the Securities:

     Securities and Exchange Commission Registration Fee          $  113,662
     Trustees' and Transfer Agents' Fees                              25,000
     Printing and Engraving Expenses                                 175,000
     Rating Agency Fees                                              200,000
     Accounting Fees and Expenses                                     75,000
     Blue Sky Fees and Expenses                                       20,000
     New York Stock Exchange listing fees, if applicable              20,000
     Miscellaneous Expenses                                           10,338
                                                                    --------
     Total                                                          $639,000
                                                                    ========
__________
All of the amounts are estimated except for the Securities and Exchange 
Commission registration fee.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law (the "DGCL") provides 
for, among other things:

a.  permissive indemnification for expenses, judgments, fines and amounts paid 
in settlement actually and reasonably incurred by designated persons, 
including directors and officers of a corporation, in the event such persons 
are parties to litigation other than stockholder derivative actions if certain 
conditions are met;

b.  permissive indemnification for expenses actually and reasonably incurred 
by designated persons, including directors and officers of a corporation, in 
the event such persons are parties to stockholder derivative actions if 
certain conditions are met;

c.  mandatory indemnification for expenses actually and reasonably incurred by 
designated persons, including directors and officers of a corporation, in the 
event such persons are successful on the merits or otherwise in litigation 
covered by a. and b. above; and

d.  that the indemnification provided for by Section 145 shall not be deemed 
exclusive of any other rights which may be provided under any by-law, 
agreement, stockholder or disinterested director vote, or otherwise.

     The Company's Certificate of Incorporation provides that a director of 
the Company shall not be personally liable to the Company or its stockholders 
for monetary damages for breach of fiduciary duty as a director except for 
liability (i) for any breach of the director's duty of loyalty to the Company 
or its stockholders, (ii) for acts or omissions not in good faith or which 
involve intentional misconduct or a knowing violation of law, (iii) for paying 
a dividend or approving a stock repurchase in violation of Section 174 of the 
DGCL or (iv) for any transaction from which the director derived an improper 
personal benefit.

     The Certificate of Incorporation also provides that each person who was 
or is made a party to, or is involved in, any action, suit or proceeding by 
reason of the fact that he or she is or was a director or officer of the 
Company (or was serving at the request of the Company as a director, officer, 
employee or agent for another entity) shall be indemnified and held harmless 
by the Company, to the fullest extent authorized by the DGCL, as in effect 
(or, to the extent indemnification is broadened, as it may be amended) against 
all expense, liability or loss reasonably incurred by such person in 
connection therewith.  The Certificate of Incorporation further provides that 
such rights to indemnification are contract rights and shall include the right 
to be paid by the Company the expenses incurred in defending the proceedings 
specified above, in advance of their final disposition, provided that, if the 
DGCL so requires, such payment shall only be made upon delivery to the Company 
by the indemnified party of an undertaking to repay all amounts so advanced if 


<PAGE> II-2

it shall ultimately be determined that the person receiving such payment is 
not entitled to be indemnified.  Persons so indemnified may bring suit against 
the Company to recover unpaid amounts claimed thereunder, and if such suit is 
successful, the expense of bringing such suit shall be reimbursed by the 
Company.  The Certificate of Incorporation provides that the right to 
indemnification and to the advance payment of expenses shall not be exclusive 
of any other right which any person may have or acquire under any statute, 
provision of the Company's Certificate of Incorporation or By-Laws, or 
otherwise. By resolution effective September 16, 1986, the Board of Directors 
extended the right to indemnification provided directors and officers by the 
Certificate of Incorporation to employees of the Company. The Certificate of 
Incorporation also provides that the Company may maintain insurance, at its 
expense, to protect itself and any of its directors, officers, employees or 
agents against any expense, liability or loss, whether or not the Company 
would have the power to indemnify such person against such expense, liability 
or loss under the DGCL. 

     On April 28, 1988, at the Company's 1988 Annual Meeting of Stockholders, 
the stockholders authorized the Company to enter into indemnification 
agreements ("Indemnification Agreements") with its directors, and such 
Indemnification Agreements have been executed with each of the directors of 
the Company. The Indemnification Agreements provide that the Company shall, 
except in certain situations specified below, indemnify a director against any 
expense, liability or loss (including attorneys' fees, judgments, fines, ERISA 
excise taxes or penalties and amounts paid in settlement) incurred by the 
director in connection with any actual or threatened action, suit or 
proceeding (including derivative suits) in which the director may be involved 
as a party or otherwise, by reason of the fact that the director is or was 
serving in one or more capacities as a director or officer of the Company or, 
at the request of the Company, as a director, officer, employee or agent of 
another corporation, partnership, joint venture, trust, employee benefit plan 
or other entity or enterprise. 

     The Indemnification Agreements require indemnification except to the 
extent (i) payment for any liability is made under an insurance policy 
provided by the Company, (ii) indemnification is provided by the Company under 
the Certificate of Incorporation or By-Laws, the DGCL or otherwise than 
pursuant to the Indemnification Agreement, (iii) the liability is based upon 
or attributable to the director gaining any personal pecuniary profit to which 
such director is not legally entitled or is determined to result from the 
director's knowingly fraudulent, dishonest or willful misconduct, (iv) the 
liability arises out of the violation of certain provisions of the Securities 
Exchange Act of 1934 or (v) indemnification has been determined not to be 
permitted by applicable law. 

     The Indemnification Agreements further provide that, in the event of a 
Potential Change in Control (as defined therein), the Company shall cause to 
be maintained any then existing policies of directors' and officers' liability 
insurance for a period of six years from the date of a Change in Control (as 
defined therein) with coverage at least comparable to and in the same amounts 
as that provided by such policies in effect immediately prior to such 
Potential Change in Control.  In the event of a Potential Change in Control, 
the Indemnification Agreements also provide for the establishment by the 
Company of a trust (the "Trust"), for the benefit of each director, upon the 
written request by the director.  The Trust shall be funded by the Company in 
amounts sufficient to satisfy any and all liabilities reasonably anticipated 
at the time of such request, as agreed upon by the director and the Company. 

     The Indemnification Agreements also provide that no legal actions may be 
brought by or on behalf of the Company, or any affiliate of the Company, 
against a director after the expiration of two years from the date of accrual 
of such cause of action, and that any claim or cause of action of the Company 
or its affiliate shall be extinguished and deemed released unless asserted by 
the timely filing of a legal action within such two year period. 

     The directors and officers of the Company are insured against certain 
civil liabilities, including liabilities under federal securities laws, which 
might be incurred by them in such capacity. 

ITEM 16. EXHIBITS

     See Index to Exhibits.

ITEM 17. UNDERTAKINGS

     The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a 
post-effective amendment to this Registration Statement: 


<PAGE> II-3

(i)  To include any prospectus required by Section 10(a)(3) of the Securities 
Act of 1933 (the "Securities Act"), unless the information required to be 
included in such post-effective amendment is contained in a periodic report 
filed by the registrant pursuant to Section 13 or Section 15(d) of the 
Securities Exchange Act of 1934 (the "Exchange Act") and incorporated herein 
by reference; 

(ii)  To reflect in the prospectus any facts or events arising after the 
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement, unless the information required to be included in such 
post-effective amendment is contained in a periodic report filed by the 
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act and 
incorporated herein by reference; 

(iii)  To include any material information with respect to the plan of 
distribution not previously disclosed in the Registration Statement or any 
material change to such information in the Registration Statement; 

(2)  That, for the purpose of determining any liability under the Securities 
Act, each such post-effective amendment shall be deemed to be a new 
Registration Statement relating to the Securities offered therein, and the 
offering of such Securities at that time shall be deemed to be the initial 
bona fide offering thereof; 

(3)  To remove from registration by means of a post-effective amendment any of 
the Securities being registered which remain unsold at the termination of the 
offering; 

(4)  That, for purposes of determining any liability under the Securities Act, 
each filing of the registrant's annual report pursuant to Section 13(a) or 
Section 15(d) of the Exchange Act that is incorporated by reference in the 
Registration Statement shall be deemed to be a new Registration Statement 
relating to the Securities offered therein, and the offering of such 
Securities at that time shall be deemed to be the initial bona fide offering 
thereof; 

(5)  That, for purposes of determining any liability under the Securities Act, 
the information omitted from the form of prospectus filed as part of this 
Registration Statement in reliance upon Rule 430A and contained in the form of 
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) 
under the Securities Act shall be deemed to be part of this Registration 
Statement as of the time it was declared effective; and 

(6)  That, for the purpose of determining any liability under the Securities 
Act, each post-effective amendment that contains a form of prospectus shall be 
deemed to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed to 
be the initial bona fide offering thereof. 

     Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors, officers and controlling persons of the 
registrant pursuant to the provisions described in Item 15 above, or 
otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Securities Act and is, therefore, unenforceable. In 
the event a claim for indemnification against such liabilities (other than the 
payment by the registrant of expenses incurred or paid by a director, officer 
or controlling person of the registrant in the successful defense of any 
action, suit or proceeding) is asserted against the registrant by such 
director, officer or controlling person in connection with the Securities 
being registered, the registrant will, unless in the opinion of its counsel 
the matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Securities Act and will be governed 
by the final adjudication of such issue.


<PAGE> II-4


                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-3 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Township of Whitpain, Commonwealth of 
Pennsylvania, on May 4, 1998.

                                       UNISYS CORPORATION



                                       By:/s/Lawrence A. Weinbach
                                             --------------------
                                            Lawrence A. Weinbach
                                            Chairman, President and
                                            Chief Executive Officer

                             POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes 
Harold S. Barron, Robert H. Brust, Angus F. Smith and Lawrence A. Weinbach, 
and each of them, with full power of substitution and full power to act 
without the other, his or her true and lawful attorney-in-fact and agent in 
his or her name, place and stead, to execute in the name and on behalf of such 
person, individually and in each capacity stated below, any and all amendments 
(including post-effective amendments) to this Registration Statement, any 
registration statements on Form 462(b) and all documents relating thereto, and 
to file the same, with all exhibits thereto and other documents in connection 
therewith, with the Securities and Exchange Commission, and generally to do 
all such things in his or her name and on his or her behalf in his or her 
respective capacities as officers or directors of Unisys Corporation to comply 
with the provisions of the Securities Act of 1933, as amended, and all 
requirements of the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on MAY 4, 1998.

       Signature                                      Title
       ---------                                      -----

/s/ Lawrence A. Weinbach               Chairman, President and Chief Executive
- ------------------------               Officer (principal executive officer)
Lawrence A. Weinbach                   and Director

/s/Robert H. Brust                     Senior Vice President and Chief
- ------------------                     Financial Officer
Robert H. Brust                        (principal financial officer)

/s/ Janet M. Brutschea Haugen             Vice President and Controller
- -----------------------------             (principal accounting officer)
Janet M. Brutschea Haugen


<PAGE> II-5

/s/ J.P. Bolduc                           Director
- ---------------
J.P. Bolduc

/s/ James J. Duderstadt                   Director
- -----------------------
James J. Duderstadt


- ---------------                           Director
Henry C. Duques

/s/ Gail D. Fosler                        Director
- ------------------
Gail D. Fosler

/s/ Melvin R. Goodes                      Director
- --------------------
Melvin R. Goodes

/s/ Edwin A. Huston                       Director
- -------------------
Edwin A. Huston

/s/ Kenneth A. Macke                      Director
- --------------------
Kenneth A. Macke

/s/ Theodore E. Martin                    Director
- ----------------------
Theodore E. Martin

/s/ Robert McClements, Jr.                Director
- --------------------------
Robert McClements, Jr.



<PAGE>


                                EXHIBIT INDEX

Exhibit
Number                          Document Description
- -------                         ---------------------
 1.1       Form of Underwriting Agreement Basic Provisions (with 
           forms of Terms Agreement attached) (incorporated by 
           reference to Exhibit 1.1 to the registrant's 
           Registration Statement on Form S-3 (Registration No. 
           333-08933))

 1.2       Agency Agreement (to be filed as an Exhibit to a report 
           of the registrant pursuant to Section 13(a) or 15(d) 
           of the Exchange Act and incorporated herein by 
           reference)

 4.1       Form of Senior Indenture

 4.2       Form of Indenture dated as of March 1, 1996 between 
           Unisys Corporation and The Bank of New York 
           (incorporated by reference to Exhibit 4.2 to the 
           registrant's Current Report on Form 8-K dated March 
           4, 1996)

 4.3       Restated Certificate of Incorporation of Unisys 
           Corporation (incorporated by reference to Exhibit 4.1 
           to the registrant's Quarterly Report on Form 10-Q for 
           the quarterly period ended September 30, 1997)

4.4        Certificate of Amendment of Restated Certificate of 
           Incorporation dated April 24, 1998.

4.5        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)

4.6        Form of Rights Agreement dated as of March 7, 1986 
           between Burroughs Corporation and Harris Trust 
           Company of New York, as Rights Agent (incorporated by 
           reference to Exhibit 1 to the registrant's 
           Registration Statement on Form 8-A, dated March 11, 
           1986)

4.7        Amendment No. 1 to Rights Agreement dated as of 
           February 22, 1996 (incorporated by reference to 
           Exhibit 4 to the registrant's Current Report on Form 
           8-K dated February 22, 1996)

4.8        Form of Warrant Agreement (to be filed as an Exhibit 
           to a report of the registrant pursuant to Section 
           13(a) or 15(d) of the Exchange Act and incorporated 
           herein by reference)

5          Opinion of Harold S. Barron, Senior Vice President, 
           General Counsel and Secretary of Unisys Corporation 

12.1       Statement of Computation of Ratio of Earnings to 
           Fixed Charges (incorporated by reference to Exhibit 
           12 to the registrant's Annual Report on Form 10-K for 
           the fiscal year ended December 31, 1997)

12.2       Statement of Computation of Ratio of Earnings to 
           Combined Fixed Charges and Preferred Stock Dividends

23.1       Consent of Ernst & Young LLP (independent auditors)

23.2       Consent of Harold S. Barron (included in Exhibit 5)

24         Power of Attorney (included on pages II-4 and II-5 of 
           this Registration Statement)

25.1       Statement of Eligibility on Form T-1 of Bank of 
           Montreal Trust Company, as Senior Trustee

25.2       Statement of Eligibility on Form T-1 of The Bank of 
           New York, as Subordinated Trustee (incorporated by 
           reference to Exhibit 25(b) to the registrant's 
           Registration Statement on Form S-3 (Registration No. 
           33-64396))







                           UNISYS CORPORATION

                                   AND

                 BANK OF MONTREAL TRUST COMPANY, as Trustee


                                Indenture


                       Dated as of __________, 199_


<PAGE>


                Cross-Reference Table*

Trust Indenture                               Indenture
  Act Section                                  Section
- ---------------                               ---------
310 (a)(1)                                       6.9
    (a)(2)                                       6.9
    (a)(3)                                       N.A.
    (a)(4)                                       N.A.
    (a)(5)                                       6.9
    (b)                                          6.8
    (c)                                          N.A.
311 (a)                                          6.13(a)
    (b)                                          6.13(b)
    (c)                                          N.A.
312 (a)                                          4.1, 4.2(a)
    (b)                                          4.2(b)
    (c)                                          4.2(c)
313 (a)                                          4.4(a)
    (b)(1)                                       4.4(a)
    (b)(2)                                       4.4(a)
    (c)                                          4.4(a)
    (d)                                          4.4(b)
314 (a)(1)                                       4.3(a)
    (a)(2)                                       4.3(b)
    (a)(3)                                       4.3(c)
    (a)(4)                                       3.5
    (b)                                          N.A.
    (c)(1)                                       11.5
    (c)(2)                                       11.5
    (c)(3)                                       N.A.
    (d)                                          N.A.
    (e)                                          11.5
    (f)                                          N.A.
315 (a)                                          6.1
    (b)                                          5.11
    (c)                                          6.1
    (d)                                          6.1
    (e)                                          5.12
316 (a) (last sentence)                          7.4
    (a)(1)(A)                                    5.9
    (a)(1)(B)                                    5.10
    (a)(2)                                       N.A.
    (b)                                          5.7
    (c)                                          5.10
317 (a)(1)                                       5.2
    (a)(2)                                       5.2
    (b)                                          3.4
318 (a)                                          11.7

- --------
*  This Cross-Reference Table is not part of the Indenture


<PAGE>
TABLE OF CONTENTS

PARTIES                                                             1
RECITALS                                                            1
ARTICLE 1  DEFINITIONS                                              1
ARTICLE 2  SECURITIES                                               9
SECTION 2.1.    Forms Generally                                     9
SECTION 2.2.    Form of Trustee's Certificate of Authentication     9
SECTION 2.3.    Amount Unlimited; Issuable in Series               10
SECTION 2.4.    Authentication and Delivery of Securities          12
SECTION 2.5.    Execution of Securities                            14
SECTION 2.6.    Certificate of Authentication                      15
SECTION 2.7.    Denomination and Date of Securities; Payments of 
                Interest                                           15
SECTION 2.8.    Registration, Transfer and Exchange                16
SECTION 2.9.    Mutilated, Defaced, Destroyed, Lost and Stolen 
                Securities                                         19
SECTION 2.10.   Cancellation of Securities; Destruction Thereof    20
SECTION 2.11.   Temporary Securities                               20
ARTICLE 3  COVENANTS OF THE ISSUER                                 21
SECTION 3.1.    Payment
 of Principal and Interest                  21
SECTION 3.2.    Offices for Payments, etc                          22
SECTION 3.3.    Appointment to Fill a Vacancy in 
                Office of Trustee                                  23
SECTION 3.4.    Paying Agents                                      23
SECTION 3.5.    Written Statement to Trustee                       24
SECTION 3.6.    Limitation on Mortgages and Liens                  25
SECTION 3.7.    Limitation on Sale and Leaseback Transactions      27
ARTICLE 4  SECURITYHOLDERS' LISTS AND REPORTS BY THE ISSUER 
           AND THE TRUSTEE                                         29
SECTION 4.1.    Issuer to Furnish Trustee Information 
                as to Names and Addresses of Securityholders       29
SECTION 4.2.    Preservation and Disclosure of 
                Securityholders' Lists                             29
SECTION 4.3.    Reports by the Issuer                              31
SECTION 4.4.    Reports by the Trustee                             31
ARTICLE 5  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON 
           EVENT OF DEFAULT                                        32
SECTION 5.1.    Event of Default Defined; Acceleration 
                of Maturity; Waiver of Default                     32
SECTION 5.2.    Collection of Indebtedness by Trustee; 
                Trustee May Prove Debt                             35
SECTION 5.3.    Application of Proceeds                            38
SECTION 5.4.    Suits for Enforcement                              39
SECTION 5.5.    Restoration of Rights on Abandonment 
                of Proceedings                                     40
SECTION 5.6.    Limitations on Suits by Securityholders            40
SECTION 5.7.    Unconditional Right of Securityholders 
                to Institute Certain Suits                         41
SECTION 5.8.    Powers and Remedies Cumulative; Delay 
                or Omission Not Waiver of Default                  41
SECTION 5.9.    Control by Holders of Securities                   42
SECTION 5.10.   Waiver of Past Defaults                            42
SECTION 5.11.   Trustee to Give Notice of Default                  43
SECTION 5.12.   Right of Court to Require Filing of 
                Undertaking to Pay Costs                           43
ARTICLE 6  CONCERNING THE TRUSTEE                                  44
SECTION 6.1.    Duties and Responsibilities of the 
                Trustee; During Default; Prior to Default          44
SECTION 6.2.    Certain Rights of the Trustee                      46
SECTION 6.3.    Trustee Not Responsible for Recitals, 
                Disposition of Securities or Application 
                of Proceeds Thereof                                47
SECTION 6.4.    Trustee and Agents May Hold Securities; 
                Collections, etc                                   48
SECTION 6.5.    Moneys Held by Trustee                             48
SECTION 6.6.    Compensation and Indemnification of 
                Trustee and Its Prior Claim                        48
SECTION 6.7.    Right of Trustee to Rely on Officers' 
                Certificate, etc                                   49
SECTION 6.8.    Qualification of Trustee                           49
SECTION 6.9.    Persons Eligible for Appointment as Trustee        49
SECTION 6.10.   Resignation and Removal; Appointment of 
                Successor Trustee                                  50
SECTION 6.11.   Acceptance of Appointment by Successor Trustee     52
SECTION 6.12.   Merger, Conversion, Consolidation or 
                Succession to Business of Trustee                  53
SECTION 6.13.   Preferential Collection of Claims 
                Against the Issuer                                 54
ARTICLE 7  CONCERNING THE SECURITYHOLDERS                          59
SECTION 7.1.    Evidence of Action Taken by Securityholders        59
SECTION 7.2.    Proof of Execution of Instruments and 
                of Holding of Securities                           59
SECTION 7.3.    Holders to be Treated as Owners                    59
SECTION 7.4.    Securities Owned by Issuer Deemed Not Outstanding  60
SECTION 7.5.    Right of Revocation of Action Taken                61
ARTICLE 8  SUPPLEMENTAL INDENTURES                                 61
SECTION 8.1.    Supplemental Indentures Without 
                Consent of Securityholders                         61
SECTION 8.2.    Supplemental Indentures With Consent 
                of Securityholders                                 63
SECTION 8.3.    Effect of Supplemental Indenture                   65
SECTION 8.4.    Documents to Be Given to Trustee                   65
SECTION 8.5.    Notation on Securities in Respect of 
                Supplemental Indentures                            65
ARTICLE 9  CONSOLIDATION, MERGER, SALE OR CONVEYANCE               66
SECTION 9.1.    Issuer May Consolidate, etc., on Certain Terms     66
SECTION 9.2.    Successor Issuer Substituted                       66
SECTION 9.3.    Opinion of Counsel to Trustee                      67
ARTICLE 10  SATISFACTION AND DISCHARGE OF INDENTURE; 
            UNCLAIMED MONEYS                                       67
SECTION 10.1.   Satisfaction and Discharge of Indenture            67
SECTION 10.2.   Application of Trust Money                         68
SECTION 10.3.   Defeasance Upon Deposit of Funds or Government 
                Obligations                                        69
SECTION 10.4.   Repayment of Moneys Held by Paying Agent           70
SECTION 10.5.   Return of Moneys Held by Trustee and 
                Paying Agent Unclaimed for Three Years             71
ARTICLE 11  MISCELLANEOUS PROVISIONS                               71
SECTION 11.1.   Incorporators, Stockholders, Officers 
                and Directors of Issuer Exempt from 
                Individual Liability                               71
SECTION 11.2.   Provisions of Indenture for the Sole Benefit 
                of Parties and Holders of Securities               71
SECTION 11.3.   Successors and Assigns of Issuer Bound 
                by Indenture                                       72
SECTION 11.4.   Notices and Demands on Issuer, Trustee 
                and Holders of Securities                          72
SECTION 11.5.   Officers' Certificates and Opinions of Counsel; 
                Statements to Be Contained Therein                 72
SECTION 11.6.   Payments Due on Saturdays, Sundays and Holidays    74
SECTION 11.7.   Conflict of Any Provision of Indenture 
                with Trust Indenture Act of 1939                   74
SECTION 11.8.   New York Law to Govern                             74
SECTION 11.9.   Counterparts                                       74
SECTION 11.10.  Effect of Headings                                 74
SECTION 11.11.  Securities in a Foreign Currency or 
                in ECU                                             74
SECTION 11.12.  Judgment Currency                                  77
ARTICLE 12  REDEMPTION OF SECURITIES AND SINKING FUNDS             78
SECTION 12.1.   Applicability of Article                           78
SECTION 12.2.   Notice of Full and Partial Redemption; Partial 
                Redemptions                                        78
SECTION 12.3.   Payment of Securities Called for Redemption        79
SECTION 12.4.   Exclusion of Certain Securities from 
                Eligibility for Selection for Redemption           80
SECTION 12.5    Mandatory and Optional Sinking Funds               81


<PAGE> 1


     THIS INDENTURE, dated as of ___________, 199_ between UNISYS 
CORPORATION, a Delaware corporation (the "Issuer"), and BANK OF MONTREAL 
TRUST COMPANY, a New York banking corporation duly organized and 
existing under the laws of the State of New York, not in its individual 
capacity, but solely as Trustee (the "Trustee").

                        W I T N E S S E T H :

     WHEREAS, the Issuer has duly authorized the issue from time to time 
of its unsecured and unsubordinated debentures, notes or other evidences 
of indebtedness to be issued in one or more series (the "Securities") up 
to such principal amount or amounts as may from time to time be 
authorized in accordance with the terms of this Indenture and, to 
provide, among other things, for the authentication, delivery and 
administration thereof, the Issuer has duly authorized the execution and 
delivery of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid 
indenture and agreement according to its terms have been done.

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the 
Securities by the holders thereof, the Issuer and the Trustee mutually 
covenant and agree for the equal and proportionate benefit of the 
respective holders from time to time of the Securities as follows:

                                ARTICLE 1

                               DEFINITIONS

     SECTION 1.1.  Certain Terms Defined.  The following terms (except 
as otherwise expressly provided or unless the context otherwise clearly 
requires) for all purposes of this Indenture and of any indenture 
supplemental hereto shall have the respective meanings specified in this 
Section.  All other terms used in this Indenture that are defined in the 
Trust Indenture Act of 1939 or the definitions of which in the 
Securities Act of 1933 are referred to in the Trust Indenture Act of 
1939, including terms defined therein by reference to the Securities Act 
of 1933 (except as herein otherwise expressly provided or unless the 
context otherwise clearly requires), shall have 



<PAGE> 2

the meanings assigned to such terms in said Trust Indenture Act and in 
said Securities Act as in force at the date of this Indenture.  All 
accounting terms used herein and not expressly defined shall have the 
meanings assigned to such terms in accordance with generally accepted 
accounting principles, and the term "generally accepted accounting 
principles" means such accounting principles as are generally accepted 
at the time of any computation.  The words "herein", "hereof" and 
"hereunder" and other words of similar import refer to this Indenture as 
a whole and not to any particular Article, Section or other subdivision. 
 The terms defined in this Article have the meanings assigned to them in 
this Article and include the plural as well as the singular.

     "Affiliated Corporation" means any corporation which is controlled 
by the Issuer but which is not a Subsidiary of the Issuer pursuant to 
the definition of the term "Subsidiary."

     "Board of Directors" means either the Board of Directors of the 
Issuer or any committee of such Board duly authorized to act on its 
behalf.

     "Board Resolution" means a copy of one or more resolutions, 
certified by the secretary or an assistant secretary of the Issuer to 
have been duly adopted by the Board of Directors and to be in full force 
and effect, and delivered to the Trustee.

     "Business Day" means, with respect to any Security, a day that is 
not a day on which banking institutions are authorized or required by 
law or regulation to be closed (a) in the City of New York or (b) if the 
currency in which the Security is denominated is other than Dollars, the 
financial center of the country issuing the currency in which the 
Security is denominated (which, in the case of ECU, shall be Brussels, 
Belgium).

     "Commission" means the Securities and Exchange Commission, as from 
time to time constituted, created under the Securities Exchange Act of 
1934, or if at any time after the execution and delivery of this 
Indenture such Commission is not existing and performing the duties now 
assigned to it under the Trust Indenture Act, then the body performing 
such duties on such date.

     "Consolidated Stockholders' Equity" means, with respect to any 
Person as of any date, all amounts that would 


<PAGE> 3

be included under stockholders' equity on a consolidated balance sheet 
of such Person determined in accordance with generally accepted 
accounting principles, excluding the separate component of stockholders' 
equity attributable to foreign currency translation adjustments pursuant 
to Statement of Financial Accounting Standards No. 52 - "Foreign 
Currency Translation" or any successor provision or principle of 
generally accepted accounting principles.

     "Corporate Trust Office" means the office of the Trustee at which 
the corporate trust business of the Trustee shall, at any particular 
time, be principally administered, which office of Bank of Montreal 
Trust Company at the date of the execution of this Indenture is located 
at 88 Pine Street, New York, New York 10005.

     "Depositary" means, with respect to the Securities of any series 
issuable or issued in the form of one or more Global Securities, the 
Person designated as Depositary by the Issuer pursuant to Section 2.3 
until a successor Depositary shall have become such pursuant to the 
applicable provisions of this Indenture, and thereafter "Depositary" 
shall mean or include each Person who is then a Depositary hereunder, 
and if at any time there is more than one such Person, "Depositary" as 
used with respect to the Securities of any such series shall mean the 
Depositary with respect to the Global Securities of that series.

     "Dollar" means the coin or currency of the United States of America 
as at the time of payment is legal tender for the payment of public and 
private debts.

     "ECU" means the European Currency Unit as defined and revised from 
time to time by the Council of European Communities.

     "European Communities" shall have the meaning set forth in Section 
11.11(b)

     "Event of Default" shall have the meaning set forth in Section 5.1.

     "Foreign Currency" means a currency issued by the government of a 
country other than the United States.

     "Funded Debt" means any indebtedness for money borrowed, created, 
issued, incurred, assumed or guaranteed which would, in accordance with 
generally accepted accounting practice, be classified as long-term debt, 
but in 


<PAGE> 4

any event including all indebtedness for money borrowed, whether secured 
or unsecured, maturing more than one year, or extendible at the option 
of the obligor to a date more than one year, after the date of 
determination thereof (excluding any amount thereof included in current 
liabilities).

     "Global Security" means a Security evidencing all or a part of a 
series of Securities, issued to the Depositary for such series in 
accordance with Section 2.4, and bearing the legend prescribed in 
Section 2.4.

     "Holder", "holder of Securities", "Securityholder" or other similar 
terms mean the person in whose name such Security is registered in the 
security register kept by or on behalf of the Issuer for that purpose in 
accordance with the terms hereof.

     "Indenture" means this instrument as originally executed and 
delivered or, if amended or supplemented as herein provided, as so 
amended or supplemented or both, and shall include the forms and terms 
of particular series of Securities established as contemplated 
hereunder.

     "Interest" means, when used with respect to non-interest bearing 
Securities, interest payable after maturity.

     "Issuer" means (except as otherwise provided in Article Six) Unisys 
Corporation and, subject to Article Nine, its successors and assigns.

     "Issuer Order" means a written statement, request or order of the 
Issuer signed in its name by the chairman of the Board of Directors, any 
vice chairman of the Board of Directors, the chief executive officer, 
the president, any vice president or the treasurer of the Issuer.

     "Officers' Certificate" means a certificate signed by the chairman 
of the Board of Directors, any vice chairman of the Board of Directors, 
the chief executive officer, the president or any vice president and by 
the treasurer or any assistant treasurer or the secretary or any 
assistant secretary of the Issuer and delivered to the Trustee.  Each 
such certificate shall include the statements provided for in Section 
11.5.

     "Opinion of Counsel" means an opinion in writing signed by the 
general corporate counsel or such other legal 


<PAGE> 5 

counsel who may be an employee of or counsel to the Issuer.  Each such 
opinion shall include the statements provided for in Section 11.5, if 
and to the extent required thereby.

     "Original Issue Date" of any Security (or portion thereof) means 
the earlier of (a) the date of such Security or (b) the date of any 
Security (or portion thereof) for which such Security was issued 
(directly or indirectly) on registration of transfer, exchange or 
substitution.

     "Original Issue Discount Security" means any Security that provides 
for an amount less than the principal amount thereof to be due and 
payable upon a declaration of acceleration of the maturity thereof 
pursuant to Section 5.1.

     "Outstanding" (except as otherwise provided in Section 6.8), when 
used with reference to Securities, shall, subject to the provisions of 
Section 7.4, mean, as of any particular time, all Securities 
authenticated and delivered by the Trustee under this Indenture, except

     (a)  Securities theretofore canceled by the Trustee or delivered to 
the Trustee for cancellation;

     (b)  Securities, or portions thereof, for the payment or redemption 
of which moneys or government obligations (as provided for in 
Section 10.3) in the necessary amount shall have been deposited in 
trust with the Trustee or with any paying agent (other than the 
Issuer) or shall have been set aside, segregated and held in trust 
by the Issuer for the holders of such Securities (if the Issuer 
shall act as its own paying agent), provided that if such 
Securities, or portions thereof, are to be redeemed prior to the 
maturity thereof, notice of such redemption shall have been given 
as herein provided, or provision satisfactory to the Trustee shall 
have been made for giving such notice; and

     (c)  Securities in substitution for which other Securities shall 
have been authenticated and delivered, or which shall have been 
paid, pursuant to the terms of Section 2.9 (except with respect to 
any such Security as to which proof satisfactory to the Trustee 
and the Issuer is presented that such Security is held by a person 
in whose hands such Security is a legal, valid and binding 
obligation of the Issuer).


<PAGE> 6

     In determining whether the holders of the requisite principal 
amount of Outstanding Securities of any or all series have given any 
request, demand, authorization, direction, notice, consent or waiver 
hereunder, the principal amount of an Original Issue Discount Security 
that shall be deemed to be Outstanding for such purposes shall be the 
amount of the principal thereof that would be due and payable as of the 
date of such determination upon a declaration of acceleration of the 
maturity thereof pursuant to Section 5.1.

     "Person" means any individual, corporation, partnership, joint 
venture, association, joint stock company, trust, unincorporated 
organization or government or any agency or political subdivision 
thereof.

     "principal", whenever used with reference to the Securities or any 
Security or any portion thereof, shall be deemed to include "and 
premium, if any".

     "Principal Manufacturing Property" means any manufacturing property 
located within the United States (other than its territories or 
possessions) and which is owned by the Issuer or any Subsidiary, other 
than any such manufacturing property which, in the opinion of the Board 
of Directors, is not of material importance to the business conducted by 
the Issuer and its Subsidiaries, taken as a whole.

     "Responsible Officer" when used with respect to the Trustee means 
any officer within the Corporate Trust Department (or any successor 
group of the Trustee) or any other officer of the Trustee customarily 
performing functions similar to those performed by any of the above 
designated officers and also, with respect to a particular matter, any 
other officer to whom such matter is referred because of such officer's 
knowledge and familiarity with the particular subject.

     "Security" or "Securities" (except as otherwise provided in Section 
6.8) has the meaning stated in the first recital of this Indenture, or, 
as the case may be, Securities that have been authenticated and 
delivered under this Indenture.

     "Subsidiary" means any corporation of which at least a majority of 
the outstanding stock having by the terms thereof ordinary voting power 
to elect a majority of the directors of such corporation, irrespective 
of whether 


<PAGE> 7

or not at the time stock of any other class or classes of such 
corporation shall have or might have voting power by reason of the 
happening of any contingency, is at the time, directly or indirectly, 
owned or controlled by the Issuer or by one or more Subsidiaries 
thereof, or by the Issuer and one or more Subsidiaries, provided, 
however, that such term shall not include any corporation controlled by 
the Issuer (herein referred to as an "Affiliated Corporation") which:

     (i)  does not transact any substantial portion of its business or 
regularly maintain any substantial portion of its operating assets 
within the continental limits of the United States;

     (ii)  is principally engaged in the business of financing 
(including, without limitation, the purchase, holding, sale or 
discounting of or lending upon any notes, contracts, leases or other 
forms of obligations) the sale or lease of merchandise, equipment or 
services (a) by the Issuer, (b) by a Subsidiary (whether such sales or 
leases have been made before or after the date when such corporation 
became a Subsidiary), (c) by another Affiliated Corporation or (d) by 
any corporation prior to the time when substantially all its assets have 
heretofore been or shall hereafter have been acquired by the Issuer;

     (iii)  is principally engaged in the business of owning, leasing, 
dealing in or developing real property; or

     (iv)  is principally engaged in the holding of stock in, and/or the 
financing of operations of, an Affiliated Corporation.

     "Trustee" means the Person identified as "Trustee" in the first 
paragraph hereof and, subject to the provisions of Article Six, shall 
also include any successor trustee.

     "Trust Indenture Act of 1939" (except as otherwise provided in 
Sections 8.1 and 8.2) means the Trust Indenture Act of 1939, as amended, 
as in force at the date as of which this Indenture was originally 
executed.

     "vice president", when used with respect to the Issuer or the 
Trustee, means any vice president, whether or not designated by a number 
or a word or words added before or after the title of "vice president".


<PAGE> 8

     "Wholly Owned Subsidiary" means a Subsidiary of which all of the 
outstanding voting stock (other than directors' qualifying shares) is at 
the time, directly or indirectly, owned by the Issuer and/or by one or 
more Wholly Owned Subsidiaries.

     "Yield to Maturity" means the yield to maturity on a series of 
securities, calculated at the time of issuance of such series, or, if 
applicable, at the most recent redetermination of interest on such 
series, and calculated in accordance with accepted financial practice.


<PAGE> 9

                               ARTICLE 2

                              SECURITIES

     SECTION 2.1.  FORMS GENERALLY.  The Securities of each series shall 
be substantially in such form (not inconsistent with this Indenture) as 
shall be established by or pursuant to one or more Board Resolutions (as 
set forth in a Board Resolution or, to the extent established pursuant 
to rather than set forth in such Board Resolution, an Officers' 
Certificate detailing such establishment) or in one or more indentures 
supplemental hereto, in each case with such appropriate insertions, 
omissions, substitutions and other variations as are required or 
permitted by this Indenture, and may have imprinted or otherwise 
reproduced thereon such legend or legends or endorsements, not 
inconsistent with the provisions of this Indenture, as may be required 
to comply with any law or with any rules or regulations pursuant 
thereto, or with any rules of any securities exchange or to conform to 
general usage, all as may be determined by the officers executing such 
Securities as evidenced by their execution of the Securities.

     The definitive Securities may be printed, lithographed or engraved 
on steel engraved borders or may be produced in any other manner, all as 
determined by the officers executing such Securities as evidenced by 
their execution of such Securities.

     SECTION 2.2.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.  The 
Trustee's certificate of authentication on all Securities shall be in 
substantially the following form:

     This is one of the Securities of the series designated herein and 
referred to in the within-mentioned Indenture.

                                   -----------------------,
                                     as Trustee



                                   By 
                                     ---------------------
                                      Authorized Officer


<PAGE> 10

     SECTION 2.3.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.  The aggregate 
principal amount of Securities that may be authenticated and delivered 
under this Indenture is unlimited.

     The Securities may be issued in one or more series.  There shall be 
established in or pursuant to one or more Board Resolutions of the Board 
of Directors and set forth in a Board Resolution, or to the extent 
established pursuant to (rather than set forth in) such Board Resolution 
in an Officers' Certificate detailing such establishment, and/or 
established in one or more indentures supplemental hereto, prior to the 
initial issuance of Securities of any series,

     (1)  the designation of the Securities of the series (which may be part 
of a series of Securities previously issued);

     (2)  any limit upon the aggregate principal amount of the Securities of 
the series that may be authenticated and delivered under this Indenture 
(except for Securities authenticated and delivered upon registration and 
transfer of, or in exchange for, or in lieu of, other Securities of the 
series pursuant to Section 2.8, 2.9, 2.11 or 12.3);

     (3)  any date on which the principal of, and premium, if any, on the 
Securities of the series is payable;

     (4)  the rate or rates at which the Securities of the series shall bear 
interest, if any, the date or dates from which such interest shall 
accrue, on which such interest shall be payable and on which a record 
shall be taken for the determination of Holders to whom interest is 
payable and/or the method by which such rate or rates or date or dates 
shall be determined and the basis on which interest shall be calculated 
if other than a 360-day year consisting of twelve 30-day months;

     (5)  the place or places where the principal of, and premium, if any, or 
any interest on Securities of the series shall be payable (if other than 
as provided in Section 3.2); 

     (6)  the price or prices at which, the period or periods within which 
and the terms and conditions upon 


<PAGE> 11

which Securities of the series may be redeemed, in whole or in part, at 
the option of the Issuer, pursuant to any sinking fund or otherwise;

     (7)  the obligation, if any, of the Issuer to redeem, purchase or repay 
Securities of the series pursuant to any mandatory redemption, sinking 
fund or analogous provisions or at the option of a Holder thereof and 
the price or prices at which and the period or periods within which and 
any terms and conditions upon which Securities of the series shall be 
redeemed, purchased or repaid, in whole or in part, pursuant to such 
obligation;

     (8)  if other than denominations of $1,000 and any multiple of $1,000 
thereafter, the denominations in which Securities of the series shall be 
issuable;

     (9)  if other than the principal amount thereof, the portion of the 
principal amount of Securities of the series which shall be payable upon 
declaration of acceleration of the maturity thereof;

     (10)  the currency or currencies or currency unit or currency units in 
which the Securities of that series are denominated (including but not 
limited to Dollars, any Foreign Currency or ECU) and the aggregate 
principal amount of the series which may be authenticated and delivered 
under this Indenture (except for Securities authenticated and delivered 
upon registration and transfer of, or in exchange for, or in lieu of, 
other Securities of such series pursuant to this Indenture);

     (11)  if other than the currency or currencies or currency unit or 
currency units in which the Securities of that series are denominated, 
the currency or currencies or currency unit or currency units in which 
payment of the principal of, premium, if any, or interest on the 
Securities of such series shall or may be payable;

     (12)  if the principal of, premium, if any, or interest on the 
Securities of such series are to be payable, at the election of the 
Issuer or a holder thereof, in a currency or currencies or currency unit 
or currency units other than that in which the Securities are 
denominated, the period or periods 


<PAGE> 12

within which, and the terms and conditions upon which, such election may 
be made;

     (13)  if the amount of payments of principal of, premium, if any, and 
interest on the Securities of the series may be determined with 
reference to an index based on a currency or currencies or currency unit 
or currency units other than that in which the Securities of the series 
are denominated, the manner in which such amount shall be determined;

     (14)  whether the Securities of the series are to be convertible or 
exchangeable for other securities of the Issuer or any other Person and 
the terms and conditions thereof;

     (15)  whether any of the Securities of the series will be issuable as 
Global Securities;

     (16)  any trustees, depositaries, authenticating or paying agents, 
transfer agents or registrars or any other agents with respect to the 
Securities of such series; and

     (17)  any other terms of the series (which terms shall not be 
inconsistent with the provisions of this Indenture).

     SECTION 2.4.  AUTHENTICATION AND DELIVERY OF SECURITIES.  The 
Issuer may deliver Securities of any series executed by the Issuer to 
the Trustee for authentication together with the applicable documents 
referred to below in this Section, and the Trustee shall thereupon 
authenticate and deliver such Securities to or upon the order of the 
Issuer (contained in the Issuer Order referred to below in this 
Section), or pursuant to such procedures acceptable to the Trustee and 
to such recipients as may be specified from time to time by an Issuer 
Order.  The maturity date, Original Issue Date, interest rate and any 
other terms of the Securities of such series shall be determined by or 
pursuant to such Issuer Order and procedures.  In authenticating such 
Securities and accepting the additional responsibilities under this 
Indenture in relation to such Securities the Trustee shall be entitled 
to receive, and (subject to Section 6.1) shall be fully protected in 
conclusively relying upon:

     (1)  an Issuer Order requesting such authentication and setting forth 
delivery instructions 


<PAGE> 13

if the Securities are not to be delivered to the Issuer;

     (2)  any Board Resolution, Officers' Certificate and/or executed 
supplemental indenture referred to in Sections 2.1 and 2.3 by or 
pursuant to which the forms and terms of the Securities were 
established;

     (3)  an Officers' Certificate setting forth the form and terms of the 
Securities stating that the form and terms of the Securities have been 
established pursuant to Sections 2.1 and 2.3 and comply with this 
Indenture, and covering such other matters as the Trustee may reasonably 
request; and

     (4)  an Opinion of Counsel to the effect that:

          (a)  the form or forms and terms of such Securities have been 
established pursuant to Sections 2.1 and 2.3 and comply with this 
Indenture, and

          (b)  such Securities when authenticated and delivered by the Trustee 
and issued by the Issuer in the manner and subject to any conditions 
specified in such Opinion of Counsel, will constitute valid and legally 
binding obligations of the Issuer, enforceable in accordance with their 
terms, subject to bankruptcy, insolvency, fraudulent conveyance, 
reorganization, moratorium and other similar laws relating to or 
affecting creditors' rights generally, general equitable principles 
(whether considered in a proceeding in equity or at law) and an implied 
covenant of good faith and fair dealing.

     The Trustee shall have the right to decline to authenticate and 
deliver any Securities under this Section if the Trustee, being advised 
by counsel, determines that such action may not lawfully be taken by the 
Issuer or if the Trustee in good faith by its board of directors or 
board of trustees, executive committee, or a trust committee of 
directors or trustees or Responsible Officers shall determine that such 
action would expose the Trustee to personal liability to existing 
Holders.

     If the Issuer shall establish pursuant to Section 2.3 that the 
Securities of a series are to be issued in the form of one or more 
Global Securities, then the Issuer shall 


<PAGE> 14

execute and the Trustee shall, in accordance with this Section and the 
Issuer Order with respect to such series, authenticate and deliver one 
or more Global Securities that (i) shall represent and shall be 
denominated in an amount equal to the aggregate principal amount of all 
of the Securities of such series issued and not yet canceled, (ii) shall 
be registered in the name of the Depositary for such Global Security or 
Securities or the nominee of such Depositary, (iii) shall be delivered 
by the Trustee to such Depositary or pursuant to such Depositary's 
instructions and (iv) shall bear a legend substantially to the following 
effect:  "Unless and until it is exchanged in whole or in part for 
Securities in definitive registered form, this Security may not be 
transferred except as a whole by the Depositary to the 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."

          Each Depositary designated pursuant to Section 2.3 must, at 
the time of its designation and at all times while it serves as 
Depositary, be a clearing agency registered under the Securities 
Exchange Act of 1934 and any other applicable statute or regulation.

          SECTION 2.5.     EXECUTION OF SECURITIES.  The Securities 
shall be signed on behalf of the Issuer by the chairman of its Board of 
Directors, any vice chairman of its Board of Directors, its chief 
executive officer, its president, any vice president or its treasurer.  
Such signature may be the manual or facsimile signature of the present 
or any future such officers.  The seal of the Issuer may be (but need 
not be) impressed, affixed, imprinted or otherwise reproduced on the 
Securities and may be a facsimile thereof.  Typographical and other 
minor errors or defects in any such reproduction of the seal or any such 
signature shall not affect the validity or enforceability of any 
Security that has been duly authenticated and delivered by the Trustee.

          In case any officer of the Issuer who shall have signed any of 
the Securities shall cease to be such officer before the Security so 
signed shall be authenticated and delivered by the Trustee or disposed 
of by the Issuer, such Security nevertheless may be authenticated and 
delivered or disposed of as though the person who signed such Security 
had not ceased to be such officer of the Issuer; and any Security may be 
signed on behalf of the Issuer by such 


<PAGE> 15

persons as, at the actual date of the execution of such Security, shall 
be the proper officers of the Issuer, although at the date of the 
execution and delivery of this Indenture any such person was not such an 
officer.

          SECTION 2.6.     CERTIFICATE OF AUTHENTICATION.  Only such 
Securities as shall bear thereon a certificate of authentication 
substantially in the form hereinbefore recited, executed by the Trustee 
by the manual signature of one of its authorized officers, shall be 
entitled to the benefits of this Indenture or be valid or obligatory for 
any purpose.  Such certificate by the Trustee upon any Security executed 
by the Issuer shall be conclusive evidence that the Security so 
authenticated has been duly authenticated and delivered hereunder and 
that the holder is entitled to the benefits of this Indenture.

          SECTION 2.7.     DENOMINATION AND DATE OF SECURITIES; PAYMENTS 
OF INTEREST.  The Securities of each series shall be issuable as 
registered securities without coupons and in denominations established 
as contemplated by Section 2.3 or, if not so established, in 
denominations of $1,000 and any multiple thereof.  The Securities of 
each series shall be numbered, lettered or otherwise distinguished in 
such manner or in accordance with such plan as the officers of the 
Issuer executing the same may determine with the approval of the Trustee 
as evidenced by the execution and authentication thereof.

          Each Security shall be dated the date of its authentication.  
The Securities of each series shall bear interest, if any, from the 
date, and such interest shall be payable on the dates, established as 
contemplated by Section 2.3.

          The person in whose name any Security of any series is 
registered at the close of business on any record date applicable to a 
particular series with respect to any interest payment date for such 
series shall be entitled to receive the interest, if any, payable on 
such interest payment date notwithstanding any transfer or exchange of 
such Security subsequent to the record date and prior to such interest 
payment date, except if and to the extent the Issuer shall default in 
the payment of the interest due on such interest payment date for such 
series, in which case such defaulted interest shall be paid to the 
persons in whose names Outstanding Securities for such series are 
registered at the close of business on a subsequent record date (which 
shall be not less than five Business Days prior 


<PAGE> 16

to the date of payment of such defaulted interest) established by notice 
given by mail by or on behalf of the Issuer to the holders of Securities 
not less than 15 days preceding such subsequent record date.  The term 
"record date" as used with respect to any interest payment date (except 
a date for payment of defaulted interest) for the Securities of any 
series shall mean the date specified as such in the terms of the 
Securities of such series established as contemplated by Section 2.3.

          SECTION 2.8.     REGISTRATION, TRANSFER AND EXCHANGE.  The 
Issuer will keep or cause to be kept at each office or agency to be 
maintained for the purpose as provided in Section 3.2 for each series of 
Securities a register or registers in which, subject to such reasonable 
regulations as it may prescribe, it will provide for the registration of 
Securities of such series and the registration of transfer of Securities 
of such series.  Such register shall be in written form in the English 
language or in any other form capable of being converted into such form 
within a reasonable time.  At all reasonable times such register or 
registers shall be open for inspection by the Trustee.

          Upon due presentation for registration of transfer of any 
Security of any series at any such office or agency to be maintained for 
the purpose as provided in Section 3.2, the Issuer shall execute and the 
Trustee shall authenticate and deliver in the name of the transferee or 
transferees a new Security or Securities of the same series, maturity 
date, interest rate and Original Issue Date in authorized denominations 
for a like aggregate principal amount.

          At the option of the Holder thereof, Securities of any series 
(except a Global Security) may be exchanged for a Security or Securities 
of such series, maturity date, interest rate and Original Issue Date of 
other authorized denominations and of a like aggregate principal amount, 
upon surrender of such Securities to be exchanged at the agency of the 
Issuer which shall be maintained for such purpose in accordance with 
Section 3.2 and upon payment, if the Issuer shall so require, of the 
charges hereinafter provided.  Whenever any Securities are so 
surrendered for exchange, the Issuer shall execute, and the Trustee 
shall authenticate and deliver, the Securities which the Holder making 
the exchange is entitled to receive.  All Securities surrendered upon 
any exchange or transfer provided for in this Indenture shall be 
promptly canceled and destroyed by the Trustee and the 


<PAGE> 17

Trustee will deliver a certificate of destruction thereof to the Issuer.

          All Securities presented for registration of transfer, 
exchange, redemption or payment shall (if so required by the Issuer or 
the Trustee) be duly endorsed by, or be accompanied by a written 
instrument or instruments of transfer in form satisfactory to the Issuer 
and the Trustee duly executed by, the holder or his attorney duly 
authorized in writing.

          The Issuer may require payment of a sum sufficient to cover 
any tax or other governmental charge that may be imposed in connection 
with any exchange or registration of transfer of Securities.  No service 
charge shall be made for any such transaction.

          The Issuer shall not be required to exchange or register a 
transfer of (a) any Securities of any series for a period of 15 days 
next preceding the first mailing of notice of redemption of Securities 
of such series to be redeemed or (b) any Securities selected, called or 
being called for redemption, in whole or in part, except, in the case of 
any Security to be redeemed in part, the portion thereof not so to be 
redeemed.

          Notwithstanding any other provision of this Section 2.8, 
unless and until it is exchanged in whole or in part for Securities in 
definitive registered form, a Global Security representing all or a 
portion of the Securities of a series may not be transferred except as a 
whole by the Depositary for such series to a nominee of such Depositary 
or by a nominee of such Depositary to such Depositary or any such 
nominee to a successor Depositary for such series or a nominee of such 
successor Depositary.

          If at any time the Depositary for any Securities of a series 
represented by one or more Global Securities notifies the Issuer that it 
is unwilling or unable to continue as Depositary for such Securities or 
if at any time the Depositary for such Securities shall no longer be 
eligible under Section 2.4, the Issuer shall appoint a successor 
Depositary with respect to such Securities.  If a successor Depositary 
for such Securities is not appointed by the Issuer within 90 days after 
the Issuer receives such notice or becomes aware of such ineligibility, 
the Issuer's election pursuant to Section 2.3 that such Securities be 
represented by one or more Global Securities shall no longer be 
effective and the Issuer will execute, and the Trustee, 


<PAGE> 18

upon receipt of an Officer's Certificate for the authentication and 
delivery of definitive Securities of such series, will authenticate and 
deliver, Securities of such series in definitive registered form without 
coupons, in any authorized denominations, in an aggregate principal 
amount equal to the principal amount of the Global Security or 
Securities representing such Securities in exchange for such Global 
Security or Securities.

          The Issuer may at any time and in its sole discretion 
determine that the Securities of any series issued in the form of one or 
more Global Securities shall no longer be represented by a Global 
Security or Securities.  In such event the Issuer will execute, and the 
Trustee, upon receipt of an Officer's Certificate for the authentication 
and delivery of definitive Securities of such series, will authenticate 
and deliver, Securities of such series in definitive registered form, in 
any authorized denominations, in an aggregate principal amount equal to 
the principal amount of the Global Security or Securities representing 
such Securities, in exchange for such Global Security or Securities.

          If specified by the Issuer pursuant to Section 2.3 with 
respect to Securities represented by a Global Security, the Depositary 
for such Global Security may surrender such Global Security in exchange 
in whole or in part for Securities of the same series in definitive 
registered form on such terms as are acceptable to the Issuer and such 
Depositary.  Thereupon, the Issuer shall execute, and the Trustee shall 
authenticate and deliver, without service charge,

          (i)     to the Person specified by such Depositary a new 
Security or Securities of the same series, of any authorized 
denominations as requested by such Person, in an aggregate 
principal amount equal to and in exchange for such Person's 
beneficial interest in the Global Security; and

          (ii)     to such Depositary a new Global Security in a 
denomination equal to the difference, if any, between the 
principal amount of the surrendered Global Security and the 
aggregate principal amount of Securities authenticated and 
delivered pursuant to clause (i) above.

          Upon the exchange of a Global Security for Securities in 
definitive registered form, in authorized 


<PAGE> 19

denominations, such Global Security shall be canceled by the Trustee.  
Securities in definitive registered form issued in exchange for a Global 
Security pursuant to this Section 2.8 shall be registered in such names 
and in such authorized denominations as the Depositary for such Global 
Security, pursuant to instructions from its direct or indirect 
participants or otherwise, shall instruct the Trustee in writing.  The 
Trustee shall deliver such Securities to or as directed by the Persons 
in whose names such Securities are so registered.

          All Securities issued upon any transfer or exchange of 
Securities shall be valid obligations of the Issuer, evidencing the same 
debt, and entitled to the same benefits under this Indenture, as the 
Securities surrendered upon such transfer or exchange.

          SECTION 2.9.     MUTILATED, DEFACED, DESTROYED, LOST AND 
STOLEN SECURITIES.  In case any temporary or definitive Security shall 
become mutilated, defaced or be destroyed, lost or stolen, the Issuer in 
its discretion may execute, and upon the written request of any officer 
of the Issuer, the Trustee shall authenticate and deliver, a new 
Security of the same series, maturity date, interest rate and Original 
Issue Date, bearing a number or other distinguishing symbol not 
contemporaneously outstanding, in exchange and substitution for the 
mutilated or defaced Security, or in lieu of and substitution for the 
Security so destroyed, lost or stolen.  In every case the applicant for 
a substitute Security shall furnish to the Issuer and to the Trustee and 
any agent of the Issuer or the Trustee such security or indemnity as may 
be required by them to indemnify and defend and to save each of them 
harmless and, in every case of destruction, loss or theft, evidence to 
their satisfaction of the destruction, loss or theft of such Security 
and of the ownership thereof.

     Upon the issuance of any substitute Security, the Issuer may 
require the payment of a sum sufficient to cover any tax or other 
governmental charge that may be imposed in relation thereto and any 
other expenses (including the fees and expenses of the Trustee) 
connected therewith.  In case any Security which has matured or is about 
to mature or has been called for redemption in full shall become 
mutilated or defaced or be destroyed, lost or stolen, the Issuer may 
instead of issuing a substitute Security, pay or authorize the payment 
of the same (without surrender thereof except in the case of a mutilated 
or defaced Security), if the applicant for such payment shall furnish to 
the Issuer and 


<PAGE> 20

to the Trustee and any agent of the Issuer or the Trustee such security 
or indemnity as any of them may require to save each of them harmless, 
and, in every case of destruction, loss or theft, the applicant shall 
also furnish to the Issuer and the Trustee and any agent of the Issuer 
or the Trustee evidence to their satisfaction of the destruction, loss 
or theft of such Security and of the ownership thereof.

          Every substitute Security of any series issued pursuant to the 
provisions of this Section by virtue of the fact that any such Security 
is destroyed, lost or stolen shall constitute an additional contractual 
obligation of the Issuer, whether or not the destroyed, lost or stolen 
Security shall be at any time enforceable by anyone and shall be 
entitled to all the benefits of (but shall be subject to all the 
limitations of rights set forth in) this Indenture equally and 
proportionately with any and all other Securities of such series duly 
authenticated and delivered hereunder.  All Securities shall be held and 
owned upon the express condition that, to the extent permitted by law, 
the foregoing provisions are exclusive with respect to the replacement 
or payment of mutilated, defaced or destroyed, lost or stolen Securities 
and shall preclude any and all other rights or remedies notwithstanding 
any law or statute existing or hereafter enacted to the contrary with 
respect to the replacement or payment of negotiable instruments or other 
securities without their surrender.

          SECTION 2.10.     CANCELLATION OF SECURITIES; DESTRUCTION 
THEREOF.  All Securities surrendered for payment, redemption, registration 
of transfer or exchange, or for credit against any payment in respect of a 
sinking or analogous fund, if surrendered to the Issuer or any agent of the 
Issuer or the Trustee, shall be delivered to the Trustee for cancellation or, 
if surrendered to the Trustee, shall be canceled by it; and no Securities 
shall be issued in lieu thereof except as expressly permitted by any of the 
provisions of this Indenture.  The Trustee shall destroy canceled Securities 
held by it and deliver a certificate of destruction to the Issuer.  If the 
Issuer shall acquire any of the Securities, such acquisition shall not operate 
as a redemption or satisfaction of the indebtedness represented by such 
Securities unless and until the same are delivered to the Trustee for 
cancellation.

          SECTION 2.11.     TEMPORARY SECURITIES.  Pending the 
preparation of definitive Securities for any series, the Issuer may 
execute and the Trustee shall authenticate and 


<PAGE> 21

deliver temporary Securities for such series (printed, lithographed, 
typewritten or otherwise reproduced, in each case in form satisfactory 
to the Trustee).  Temporary Securities of any series shall be issuable 
as Securities, of any authorized denomination, and substantially in the 
form of the definitive Securities of such series but with such 
omissions, insertions and variations as may be appropriate for temporary 
Securities of such series, all as may be determined by the Issuer with 
the concurrence of the Trustee as evidenced by the execution and 
authentication thereof.  Temporary Securities may contain such reference 
to any provisions of this Indenture as may be appropriate.  Every 
temporary Security shall be executed by the Issuer and be authenticated 
by the Trustee upon the same conditions and in substantially the same 
manner, and with like effect, as the definitive Securities.  Without 
unreasonable delay the Issuer shall execute and shall furnish definitive 
Securities of such series and thereupon temporary Securities of such 
series may be surrendered in exchange therefor without charge at each 
office or agency to be maintained by the Issuer for that purpose 
pursuant to Section 3.2, and the Trustee shall authenticate and deliver 
in exchange for such temporary Securities of such series a like 
aggregate principal amount of definitive Securities of the same series 
of authorized denominations.  Until so exchanged, the temporary 
Securities of any series shall be entitled to the same benefits under 
this Indenture as definitive Securities of such series, unless otherwise 
established pursuant to Section 2.3.


                               ARTICLE 3

                        COVENANTS OF THE ISSUER


          SECTION 3.1.     PAYMENT OF PRINCIPAL AND INTEREST.  The 
Issuer covenants and agrees for the benefit of each series of Securities 
that it will duly and punctually pay or cause to be paid the principal 
of, and interest on, each of the Securities of such series (together 
with any additional amounts payable pursuant to the terms of such 
Securities) at the place or places, at the respective times and in the 
manner provided in such Securities and in this Indenture.    The 
interest on Securities (together with any additional amounts payable 
pursuant to the terms of such Securities) shall be payable only to or 
upon the written order of the Holders thereof and at the option of the 
Issuer may be paid (i) by mailing checks to or upon the written order of 
such 


<PAGE> 22

Holders at their last addresses as they appear on the registry books of 
the Issuer or (ii) by wire transfer to bank accounts maintained by such 
Holders.

          Notwithstanding any provisions of this Indenture and the 
Securities of any series to the contrary, if the Issuer and a Holder of 
any Security so agree or if expressly provided pursuant to Section 2.3, 
payments of interest on, and any portion of the principal of, such 
Holder's Security (other than interest payable at maturity or on any 
redemption or repayment date or the final payment of principal on such 
Security) shall be made by the Paying Agent, upon receipt from the 
Issuer of the immediately available funds by 11:00 a.m., New York City 
time (or such other time as may be agreed to between the Issuer and the 
Paying Agent), directly to the Holder of such Security (by Federal funds 
wire transfer or otherwise) if the Holder has delivered written 
instructions to the Trustee 15 days prior to such payment date 
requesting that such payment will be so made and designating the bank 
account to which such payments shall be so made and in the case of 
payments of principal surrenders the same to the Trustee in exchange for 
a Security or Securities aggregating the same principal amount as the 
unredeemed principal amount of the Securities surrendered.  The Trustee 
shall be entitled to rely on the last instruction delivered by the 
Holder pursuant to this Section 3.1 unless a new instruction is 
delivered 15 days prior to a payment date.  The Issuer will indemnify 
and hold each of the Trustee and any Paying Agent harmless against any 
loss, liability or expense (including attorneys' fees) resulting from 
any act or omission to act on the part of the Issuer or any such Holder 
in connection with any such agreement or from making any payment in 
accordance with any such agreement.

          SECTION 3.2.     OFFICES FOR PAYMENTS, ETC.  The Issuer will 
maintain or cause to be maintained in The City of New York, an agency 
where the Securities of each series may be presented for payment, an 
agency where the Securities of each series may be presented for exchange 
as is provided in this Indenture and, if applicable, pursuant to Section 
2.3, an agency where the Securities of each series may be presented for 
registration of transfer as in this Indenture provided.

          The Issuer will maintain or cause to be maintained in The City 
of New York, an agency where notices and demands to or upon the Issuer 
in respect of the Securities of any series or this Indenture may be 
served.  The Issuer will 


<PAGE> 23

give to the Trustee written notice of the location of each such agency 
and of any change of location thereof.

          In case the Issuer shall fail to maintain any such agency in 
The City of New York, or shall fail to give such notice of the location 
or of any change in the location thereof, presentations and demands may 
be made and notices may be served at the Corporate Trust Office of the 
Trustee.

          The Issuer may from time to time designate one or more 
agencies where the Securities of a series may be presented for payment, 
where the Securities of that series may be presented for exchange as 
provided in this Indenture and pursuant to Section 2.3 and where the 
Securities of that series may be presented for registration of transfer 
as in this Indenture provided, and the Issuer may from time to time 
rescind any such designation, as the Issuer may deem desirable or 
expedient; provided, however, that no such designation or rescission 
shall in any manner relieve the Issuer of its obligation to maintain the 
agencies provided for in the immediately preceding paragraphs.  The 
Issuer will give to the Trustee prompt written notice of any such 
designation or rescission thereof.

          SECTION 3.3.     APPOINTMENT TO FILL A VACANCY IN OFFICE OF 
TRUSTEE.  The Issuer, whenever necessary to avoid or fill a vacancy in 
the office of Trustee, will appoint, in the manner provided in Section 
6.10, a Trustee, so that there shall at all times be a Trustee with 
respect to each series of Securities hereunder.

          SECTION 3.4.     PAYING AGENTS.  Whenever the Issuer shall 
appoint a paying agent other than the Trustee with respect to the 
Securities of any series, it will cause such paying agent to execute and 
deliver to the Trustee an instrument in which such agent shall agree 
with the Trustee, subject to the provisions of this Section,

          (a)  that it will hold all sums received by it as such agent 
for the payment of the principal of or interest, if any, on the 
Securities of such series (whether such sums have been paid to it 
by the Issuer or by any other obligor on the Securities of such 
series) in trust for the benefit of the Holders of the Securities 
of such series, or of the Trustee, and

          (b)  that it will give the Trustee notice of any failure by 
the Issuer (or by any other obligor on the Securities of such 
series) to make any payment of the 


<PAGE> 24


principal of or interest, if any, on the Securities of such series when 
the same shall be due and payable.

          The Issuer will, on or prior to each due date of the principal 
of or interest on the Securities of such series, deposit with the paying 
agent a sum sufficient to pay such principal or interest so becoming 
due, and (unless such paying agent is the Trustee) the Issuer will 
promptly notify the Trustee of any failure to take such action.

          If the Issuer shall act as its own paying agent with respect 
to the Securities of any Series, it will, on or before each due date of 
the principal of or interest on the Securities of such series, set 
aside, segregate and hold in trust for the benefit of the Holders of the 
Securities of such series a sum sufficient to pay such principal or 
interest so becoming due.  The Issuer will promptly notify the Trustee 
of any failure to take such action.

          Anything in this Section to the contrary notwithstanding, the 
Issuer may at any time, for the purpose of obtaining a satisfaction and 
discharge with respect to one or more or all series of Securities 
hereunder, or for any other reason, pay or cause to be paid to the 
Trustee all sums held in trust for any such series by the Issuer or any 
paying agent hereunder, as required by this Section, such sums to be 
held by the Trustee upon the trusts herein contained.

          Anything in this Section to the contrary notwithstanding, the 
agreement to hold sums in trust as provided in this Section is subject 
to the provisions of Sections 10.4 and 10.5.

          SECTION 3.5.     WRITTEN STATEMENT TO TRUSTEE.  The Issuer 
will deliver to the Trustee, within 120 days after the end of each 
fiscal year, commencing with the fiscal year in which the Securities are 
first issued, a written statement, signed by two of its officers (which 
need not comply with Section 11.5), stating that in the course of the 
performance of their duties as officers of the Issuer they would 
normally have knowledge of any default by the Issuer in the performance 
or fulfillment of any covenant, agreement or condition contained in this 
Indenture, stating whether or not they have knowledge of any such 
default and, if so, specifying each such default of which the signers 
have knowledge and the nature thereof.


<PAGE> 25

     SECTION 3.6.     LIMITATION ON MORTGAGES AND LIENS.  The Issuer 
shall not at any time, directly or indirectly, create or assume and 
shall not cause or permit a Subsidiary, directly or indirectly, to 
create or assume, otherwise than in favor of the Issuer or a Wholly 
Owned Subsidiary, any mortgage, pledge or other lien or encumbrance upon 
any Principal Manufacturing Property or any interest it may have therein 
or of or upon any stock or indebtedness of any Subsidiary, whether now 
owned or hereafter acquired, without making effective provision (and the 
Issuer covenants that in such case it will make or cause to be made 
effective provision) whereby the Securities and any other indebtedness 
of the Issuer then entitled thereto shall be secured by such mortgage, 
pledge, lien or encumbrance equally and ratably with any and all other 
obligations and indebtedness thereby secured, so long as any such other 
obligations and indebtedness shall be so secured; provided, however, 
that the foregoing covenant shall not be applicable to the following:

     (a)(i) any mortgage, pledge or other lien or encumbrance on any 
property hereafter acquired or constructed by the Issuer or a 
Subsidiary, or on which property so constructed is located, and created 
prior to, contemporaneously with or within 180 days after, such 
acquisition or construction or the commencement of commercial operation 
of such property to secure or provide for the payment of any part of the 
purchase or construction price of such property, or (ii) the acquisition 
by the Issuer or a Subsidiary of such property subject to any mortgage, 
pledge, or other lien or encumbrance upon such property existing at the 
time of acquisition thereof, whether or not assumed by the Issuer or 
such Subsidiary, or (iii) any mortgage, pledge, or other lien or 
encumbrance existing on the property, shares of stock or indebtedness of 
a corporation at the time such corporation shall become a Subsidiary, or 
(iv) any conditional sales agreement or other title retention agreement 
with respect to any property hereafter acquired or constructed; provided 
that the lien of any such mortgage, pledge or other lien does not spread 
to property owned prior to such acquisition or construction or to other 
property thereafter acquired or constructed other than additions to such 
acquired or constructed property and other than property on which 
property so constructed is located, and provided, further, that if a 
firm commitment from a bank, insurance company or other lender or 
investor (not including the Issuer, a Subsidiary or an Affiliate of the 
Issuer) for the financing of the acquisition or construction of property 
is made prior to, contemporaneously 


<PAGE> 26

with or within the 180 day period hereinabove referred to, the 
applicable mortgage, pledge, lien or encumbrance shall be deemed to be 
permitted by this subsection (a) whether or not created or assumed 
within such period;

     (b)     any mortgage, pledge or other lien or encumbrance created 
for the sole purpose of extending, renewing or refunding any mortgage, 
pledge, lien or encumbrance permitted by subsection (a) of this Section; 
provided, however, that the principal amount of indebtedness secured 
thereby shall not exceed the principal amount of indebtedness so secured 
at the time of such extension, renewal or refunding and that such 
extension, renewal or refunding of any mortgage, pledge, lien or 
encumbrance shall be limited to all or any part of the same property 
that secured the mortgage, pledge or other lien or encumbrance extended, 
renewed or refunded;

     (c)     liens for taxes or assessments or governmental charges or 
levies not then due and delinquent or the validity of which is being 
contested in good faith, and against which an adequate reserve has been 
established; pledges or deposits to secure public or statutory 
obligations or to secure performance in connection with bids or 
contracts; materialmen's, mechanics', carrier's, workmen's, repairmen's 
or other like liens, or deposits to obtain the release of such liens; 
deposits to secure surety, stay, appeal or customs bonds; liens created 
by or resulting from any litigation or legal proceeding which is 
currently being contested in good faith by appropriate proceedings; 
licenses or leases or patents, trademarks or trade names; leases and 
liens, rights of reverter and other possessory rights of the lessor 
thereunder; zoning restrictions, easements, rights-of-way or other 
restrictions on the use of real property or minor irregularities in the 
title thereto; and any other liens and encumbrances similar to those 
described in this subsection, the existence of which does not, in the 
opinion of the Issuer, materially impair the use by the Issuer or a 
Subsidiary of the affected property in the operation of the business of 
the Issuer or a Subsidiary, or the value of such property for the 
purposes of such business;

     (d)     any contracts for production, research or development with 
or for the Government, directly or indirectly, providing for advance, 
partial or progress payments on such contracts and for a lien, paramount 
to all other liens, upon money advanced or paid pursuant to such 
contracts, or upon any material or supplies in connection 


<PAGE> 27

with the performance of such contracts to secure such payments to the 
Government; and liens or other evidences of interest in favor of the 
Government, paramount to all other liens, on any equipment, tools, 
machinery, land or buildings hereafter constructed, installed or 
purchased by the Issuer or a Subsidiary primarily for the purpose of 
manufacturing or providing any product or performing any development 
work, directly or indirectly, for the Government to secure indebtedness 
incurred and owing to the Government for the construction, installation 
or purchase of such equipment, tools, machinery, land or buildings.  For 
the purpose of this subsection (d), "Government" shall mean the 
Government of the United States of America and any department or agency 
thereof;

     (e)     any mortgage, pledge or other lien or encumbrance created 
after the date of this Indenture on any property leased to or purchased 
by the Issuer or a Subsidiary after that date and securing, directly or 
indirectly, obligations issued by a State, a territory or a possession 
of the United States, or any political subdivision of any of the 
foregoing, or the District of Columbia, to finance the cost of 
acquisition or cost of construction of such property, provided that the 
interest paid on such obligations is entitled to be excluded from gross 
income of the recipient pursuant to Section 103 of the Code (or any 
successor to such provision) as in effect at the time of the issuance of 
such obligations;

     (f)     any pledge of notes, chattel mortgages, leases, accounts 
receivable, trade acceptances and other paper arising in the ordinary 
course of business, out of installment or conditional sales to or by, or 
other transactions involving title retention with, distributors, dealers 
or other customers, of merchandise, equipment or services; and

     (g)     any mortgage, pledge or other lien or encumbrance not 
otherwise permitted under this Section, provided the aggregate amount of 
indebtedness secured by all such mortgages, pledges, liens or 
encumbrances, together with the aggregate sale price of property 
involved in sale and leaseback transactions not otherwise permitted 
except under Section 3.7(a) does not exceed the greater of $250,000,000 
or 5% of Consolidated Stockholders' Equity.

     SECTION 3.7.     LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.  
The Issuer shall not, and shall not permit any Subsidiary to, sell or 
transfer (except to the Issuer or 


<PAGE> 28

one or more Wholly Owned Subsidiaries, or both) any Principal 
Manufacturing Property owned by it on the date of this Indenture with 
the intention of taking back a lease of such property other than a lease 
for a temporary period (not exceeding 36 months) with the intent that 
the use by the Issuer or such Subsidiary of such property will be 
discontinued on or before the expiration of such period unless either:

     (a)     the sum of the aggregate sale price of property involved in 
sale and leaseback transactions not otherwise permitted under this 
Section plus the aggregate amount of indebtedness secured by all 
mortgages, pledges, liens and encumbrances not otherwise permitted 
except under Section 3.6(g) does not exceed the greater of $250,000,000 
or 5% of Consolidated Stockholders' Equity, or

     (b)     the Issuer within 120 days after the sale or transfer shall 
have been made by the Issuer or by any such Subsidiary applies an amount 
equal to the greater of (i) the net proceeds of the sale of the 
Principal Manufacturing Property sold and leased back pursuant to such 
arrangement or (ii) the fair market value of the Principal Manufacturing 
Property sold and leased back at the time of entering into such 
arrangement (which may be conclusively determined by the Board of 
Directors) to the retirement of the Securities or other Funded Debt of 
the Company ranking on a parity with the Securities; provided, that the 
amount required to be applied to the retirement of outstanding 
Securities or other Funded Debt of the Issuer pursuant to this clause 
(b) shall be reduced by (1) the principal amount of any Securities 
delivered within 120 days after such sale to the Trustee for retirement 
and cancellation, and (2) the principal amount of any other Funded Debt 
of the Issuer ranking on a parity with the Securities voluntarily 
retired by the Issuer within 120 days after such sale, whether or not 
any such retirement of Funded Debt shall be specified as being made 
pursuant to this clause (b).  Notwithstanding the foregoing, no 
retirement referred to in this clause (b) may be effected by payment at 
maturity or pursuant to any mandatory sinking fund payment or any 
mandatory prepayment provision.



<PAGE> 29

                                ARTICLE 4

                SECURITYHOLDERS' LISTS AND REPORTS BY THE
                        ISSUER AND THE TRUSTEE

          SECTION 4.1.     ISSUER TO FURNISH TRUSTEE INFORMATION AS TO 
NAMES AND ADDRESSES OF SECURITYHOLDERS.  The Issuer covenants and agrees 
that it will furnish or cause to be furnished to the Trustee a list in 
such form as the Trustee may reasonably require of the names and 
addresses of the holders of the Securities of each series:

          (a)     semiannually and not more than 15 days after 
each record date for the payment of interest on such 
Securities, as hereinabove specified, as of such record date 
and on dates to be determined pursuant to Section 2.3 for 
non-interest bearing securities in each year, and

          (b)     at such other times as the Trustee may request 
in writing, within 30 days after receipt by the Issuer of 
any such request as of a date not more than 15 days prior to 
the time such information is furnished,

provided that if and so long as the Trustee shall be the Security 
registrar for such series, such list shall not be required to be 
furnished.

          SECTION 4.2.     PRESERVATION AND DISCLOSURE OF 
SECURITYHOLDERS' LISTS.  (a)  The Trustee shall preserve, in as current 
a form as is reasonably practicable, all information as to the names and 
addresses of the holders of each series of Securities (i) contained in 
the most recent list furnished to it as provided in Section 4.1 or (ii) 
received by it in the capacity of Security registrar for such series, if 
so acting.  The Trustee may destroy any list furnished to it as provided 
in Section 4.1 upon receipt of a new list so furnished.

          (b)  In case three or more holders of Securities (hereinafter 
referred to as "applicants") apply in writing to the Trustee and furnish 
to the Trustee reasonable proof that each such applicant has owned a 
Security for a period of at least six months preceding the date of such 
application, and such application states that the applicants desire to 
communicate with other holders of Securities of a particular series (in 
which case the applicants must all 


<PAGE> 30

hold Securities of such series) or with Holders of all Securities with 
respect to their rights under this Indenture or under such Securities 
and such application is accompanied by a copy of the form of proxy or 
other communication which such applicants propose to transmit, then the 
Trustee shall, within five business days after the receipt of such 
application, at its election, either

          (i)     afford to such applicants access to the 
information preserved at the time by the Trustee in 
accordance with the provisions of subsection (a) of this 
Section, or

          (ii)     inform such applicants as to the approximate 
number of holders of Securities of such series or all 
Securities, as the case may be, whose names and addresses 
appear in the information preserved at the time by the 
Trustee, in accordance with the provisions of subsection (a) 
of this Section, and as to the approximate cost of mailing 
to such Securityholders the form of proxy or other 
communication, if any, specified in such application.

          If the Trustee shall elect not to afford to such applicants 
access to such information, the Trustee shall, upon the written request 
of such applicants, mail to each Securityholder of such series or all 
Securities, as the case may be, whose name and address appears in the 
information preserved at the time by the Trustee in accordance with the 
provisions of subsection (a) of this Section a copy of the form of proxy 
or other communication which is specified in such request, with 
reasonable promptness after a tender to the Trustee of the material to 
be mailed and of payment, or provision for the payment, of the 
reasonable expenses of mailing; otherwise the Trustee shall be relieved 
of any obligation or duty to such applicants respecting their 
application.

          (c)     Each and every holder of Securities, by receiving and 
holding the same, agrees with the Issuer and the Trustee that neither 
the Issuer nor the Trustee nor any agent of the Issuer or the Trustee 
shall be held accountable by reason of the disclosure of any such 
information as to the names and addresses of the holders of Securities 
in accordance with the provisions of Section 4.1 or this Section, 
regardless of the source from which such information was derived, and 
that the Trustee shall not be 


<PAGE> 31

held accountable by reason of mailing any material pursuant to a request 
made under subsection (b) of this Section.

          SECTION 4.3.     REPORTS BY THE ISSUER.  The Issuer covenants:

          (a)     to file with the Trustee, within 15 days after 
the Issuer is required to file the same with the Commission, 
copies of the annual reports and of the information, 
documents, and other reports (or copies of such portions of 
any of the foregoing as the Commission may from time to time 
by rules and regulations prescribe) which the Issuer may be 
required to file with the Commission pursuant to Section 13 
or Section 15(d) of the Securities Exchange Act of 1934; if 
the Issuer is not required to file information, documents, 
or reports pursuant to either of such Sections, then to file 
with the Trustee and the Commission, in accordance with 
rules and regulations prescribed from time to time by the 
Commission, such of the supplementary and periodic 
information, documents, and reports which may be required 
pursuant to Section 13 of the Securities Exchange Act of 
1934, in respect of a security listed and registered on a 
national securities exchange as may be prescribed from time 
to time in such rules and regulations;

          (b)     to file with the Trustee and the Commission, in 
accordance with rules and regulations prescribed from time 
to time by the Commission, such additional information, 
documents, and reports with respect to compliance by the 
Issuer with the conditions and covenants provided for in 
this Indenture as may be required from time to time by such 
rules and regulations.

          (c)     to transmit by mail to the holders of Securities 
such summaries of any information, documents and reports 
required to be filed by the Issuer pursuant to subsections 
(a) and (b) of this Section as may be required to be 
transmitted to such Holders by rules and regulations 
prescribed from time to time by the Commission.

          SECTION 4.4.     REPORTS BY THE TRUSTEE.  (a)  Within 60 days 
after each September 30, beginning with the first September 30 following 
the first issuance of 


<PAGE> 32

Securities pursuant to this Indenture, the Trustee shall transmit to the 
Securityholders of each series a brief report dated as of such reporting 
date that complies with Section 313(a) of the Trust Indenture Act of 
1939, if such a report is required pursuant to Section 313(a) of the 
Trust Indenture Act of 1939.  The Trustee also shall comply with Section 
313(b) of the Trust Indenture Act of 1939.  The Trustee shall also 
transmit all reports as required by Section 313(c) of the Trust 
Indenture Act of 1939.

          (b)     A copy of each such report shall, at the time of such 
transmission to Securityholders, be furnished to the Issuer and be filed 
by the Trustee with each stock exchange upon which the Securities of any 
applicable series are listed and also with the Commission.  The Issuer 
agrees to notify the Trustee with respect to any series when and as the 
Securities of such series become admitted to trading on any national 
securities exchange.

                               ARTICLE 5

               REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                          ON EVENT OF DEFAULT

          SECTION 5.1.     EVENT OF DEFAULT DEFINED; ACCELERATION OF 
MATURITY; WAIVER OF DEFAULT.  "Event of Default" with respect to 
Securities of any series wherever used herein, means each one of the 
following events which shall have occurred and be continuing (whatever 
the reason for such Event of Default and whether it shall be voluntary 
or involuntary or be effected by operation of law or pursuant to any 
judgment, decree or order of any court or any order, rule or regulation 
of any administrative or governmental body):

          (a)     default in the payment of any installment of 
interest upon any of the Securities of such series as and 
when the same shall become due and payable, and continuance 
of such default for a period of 30 days;

          (b)     default in the payment of all or any part of the 
principal of, or premium (if any) on, any of the Securities 
of such series as and when the same shall become due and 
payable either at maturity, upon redemption, by declaration 
or otherwise;


<PAGE> 33

          (c)     default in the payment of any sinking fund 
installment as and when the same shall become due and 
payable by the terms of the Securities of such series;

          (d)     default in the performance, or breach, of any 
covenant or warranty of the Issuer in respect of the 
Securities of such series (other than a covenant or warranty 
in respect of the Securities of such series a default in 
whose performance or whose breach is elsewhere in this 
Section specifically dealt with), and continuance of such 
default or breach for a period of 90 days after there has 
been given, by registered or certified mail, to the Issuer 
by the Trustee or to the Issuer and the Trustee by the 
Holders of at least 25% in principal amount of the 
Outstanding Securities of such series, a written notice 
specifying such default or breach and requiring it to be 
remedied and stating that such notice is a "Notice of 
Default" hereunder; 

          (e)     a court having jurisdiction in the premises 
shall enter a decree or order for relief in respect of the 
Issuer in an involuntary case under any applicable 
bankruptcy, insolvency or other similar law now or hereafter 
in effect, or appointing a receiver, liquidator, assignee, 
custodian, trustee or sequestrator (or similar official) of 
the Issuer or for any substantial part of its property or 
ordering the winding up or liquidation of its affairs, and 
such decree or order shall remain unstayed and in effect for 
a period of 60 consecutive days;

          (f)     the Issuer shall commence a voluntary case under 
any applicable bankruptcy, insolvency or other similar law 
now or hereafter in effect, or consent to the entry of an 
order for relief in an involuntary case under any such law, 
or consent to the appointment of or taking possession by a 
receiver, liquidator, assignee, custodian, trustee or 
sequestrator (or similar official) of the Issuer or for any 
substantial part of its property, or make any general 
assignment for the benefit of creditors; or

          (g)     any other Event of Default provided in a 
supplemental indenture or resolution of the Board 


<PAGE> 34

of Directors under which such series of Securities is issued or in 
the form of Security for such series.

If an Event of Default with respect to Securities of any series at the 
time Outstanding occurs and is continuing, then, and in each and every 
such case, unless the principal of all of the Securities of such series 
shall have already become due and payable, either the Trustee or the 
Holders of not less than 25% in aggregate principal amount of the 
Securities of such series then Outstanding hereunder by notice in 
writing to the Issuer (and to the Trustee if given by Securityholders), 
may declare the entire principal (or, if the Securities of such series 
are Original Issue Discount Securities, such portion of the principal 
amount as may be specified in the terms of such series) of all 
Securities of such series and the interest accrued thereon, if any, to 
be due and payable immediately, and upon any such declaration the same 
shall become immediately due and payable.

          The foregoing provisions, however, are subject to the 
condition that if, at any time after the principal (or, if the 
Securities are Original Issue Discount Securities, such portion of the 
principal as may be specified in the terms thereof) of the Securities of 
any series shall have been so declared due and payable, and before any 
judgment or decree for the payment of the moneys due shall have been 
obtained or entered as hereinafter provided, the Issuer shall pay or 
shall deposit with the Trustee a sum sufficient to pay all matured 
installments of interest upon all the Securities of such series and the 
principal of any and all Securities of such series which shall have 
become due otherwise than by acceleration (with interest upon such 
principal and, to the extent that payment of such interest is 
enforceable under applicable law, on overdue installments of interest, 
at the same rate as the rate of interest or Yield to Maturity (in the 
case of Original Issue Discount Securities) specified in the Securities 
of such series, to the date of such payment or deposit) and such amount 
as shall be sufficient to cover reasonable compensation to the Trustee, 
its agents, attorneys and counsel, and all other reasonable expenses and 
liabilities incurred, and all reasonable advances made, by the Trustee 
except as a result of negligence or bad faith, and if any and all Events 
of Default under the Indenture with respect to the Securities of that 
series, other than the non-payment of the principal of Securities of 
that series which shall have become due by acceleration, shall have been 
cured, waived or otherwise 


<PAGE> 35

remedied as provided herein -- then and in every such case the holders 
of a majority in aggregate principal amount of all the Securities of 
such series then Outstanding, by written notice to the Issuer and to the 
Trustee, may waive all defaults with respect to such series and rescind 
and annul such declaration and its consequences, but no such waiver or 
rescission and annulment shall extend to or shall affect any subsequent 
default or shall impair any right consequent thereon.

          For all purposes under this Indenture, if a portion of the 
principal of any Original Issue Discount Securities shall have been 
accelerated and declared due and payable pursuant to the provisions 
hereof, then, from and after such declaration, unless such declaration 
has been rescinded and annulled, the principal amount of such Original 
Issue Discount Securities shall be deemed, for all purposes hereunder, 
to be such portion of the principal thereof as shall be due and payable 
as a result of such acceleration, and payment of such portion of the 
principal thereof as shall be due and payable as a result of such 
acceleration, together with interest, if any, thereon and all other 
amounts owing thereunder, shall constitute payment in full of such 
Original Issue Discount Securities.

          SECTION 5.2.     COLLECTION OF INDEBTEDNESS BY TRUSTEE; 
TRUSTEE MAY PROVE DEBT.  The Issuer covenants that in case (a) default 
shall be made in the payment of any installment of interest on any of 
the Securities of any series when such interest shall have become due 
and payable, and such default shall have continued for a period of 30 
days or (b) default shall be made in the payment of all or any part of 
the principal of any of the Securities of any series when the same shall 
have become due and payable, whether upon maturity of the Securities of 
such series or upon any redemption or by declaration or otherwise, then 
in either such case, upon demand of the Trustee, the Issuer will pay to 
the Trustee for the benefit of the Holders of the Securities of such 
series the whole amount that then shall have become due and payable on 
all Securities of such series for principal or interest, as the case may 
be (with interest to the date of such payment upon the overdue principal 
and, to the extent that payment of such interest is enforceable under 
applicable law, on overdue installments of interest at the same rate as 
the rate of interest or Yield to Maturity (in the case of Original Issue 
Discount Securities) specified in the Securities of such series); and in 
addition thereto, such further amount as shall be sufficient to cover 
the costs and expenses of collection, 


<PAGE> 36

including reasonable compensation to the Trustee and each predecessor 
Trustee, their respective agents, attorneys and counsel, and any 
expenses and liabilities incurred, and all advances made, by the Trustee 
and each predecessor Trustee except as a result of its negligence or bad 
faith.

          In case the Issuer shall fail forthwith to pay such amounts 
upon such demand, the Trustee, in its own name and as trustee of an 
express trust, shall be entitled and empowered to institute any action 
or proceedings at law or in equity for the collection of the sums so due 
and unpaid, and may prosecute any such action or proceedings to judgment 
or final decree, and may enforce any such judgment or final decree 
against the Issuer or other obligor upon such Securities and collect in 
the manner provided by law out of the property of the Issuer or other 
obligor upon such Securities, wherever situated, the moneys adjudged or 
decreed to be payable.

          In case there shall be pending proceedings relative to the 
Issuer or any other obligor upon the Securities under Title 11 of the 
United States Code or any other applicable Federal or state bankruptcy, 
insolvency or similar law, or in case a receiver, assignee or trustee in 
bankruptcy or reorganization, liquidator, sequestrator or similar 
official shall have been appointed for or taken possession of the Issuer 
or its property or such other obligor, or in case of any other 
comparable judicial proceedings relative to the Issuer or other obligor 
upon the Securities of any series, or to the creditors or property of 
the Issuer or such other obligor, the Trustee, irrespective of whether 
the principal of any Securities shall then be due and payable as therein 
expressed or by declaration or otherwise and irrespective of whether the 
Trustee shall have made any demand pursuant to the provisions of this 
Section, shall be entitled and empowered, by intervention in such 
proceedings or otherwise:

          (a)     to file and prove a claim or claims for the 
whole amount of principal and interest (or, if the 
Securities of any series are Original Issue Discount 
Securities, such portion of the principal amount as may be 
specified in the terms of such series) owing and unpaid in 
respect of the Securities of any series, and to file such 
other papers or documents as may be necessary or advisable 
in order to have the claims of the Trustee (including any 
claim for reasonable compensation to the Trustee and each 
predecessor 


<PAGE> 37

Trustee, and their respective agents, attorneys and counsel, and 
for reimbursement of all expenses and liabilities incurred, 
and all advances made, by the Trustee and each predecessor 
Trustee, except as a result of negligence or bad faith) and 
of the Securityholders allowed in any judicial proceedings 
relative to the Issuer or other obligor upon the Securities 
of any series, or to the creditors or property of the Issuer 
or such other obligor,

          (b)     unless prohibited by applicable law and 
regulations, to vote on behalf of the holders of the 
Securities of any series in any election of a trustee or a 
standby trustee in arrangement, reorganization, liquidation 
or other bankruptcy or insolvency proceedings or person 
performing similar functions in comparable proceedings, and

          (c)     to collect and receive any moneys or other 
property payable or deliverable on any such claims, and to 
distribute all amounts received with respect to the claims 
of the Securityholders and of the Trustee on their behalf; 
and any trustee, receiver, or liquidator, custodian or other 
similar official is hereby authorized by each of the 
Securityholders to make payments to the Trustee, and, in the 
event that the Trustee shall consent to the making of 
payments directly to the Securityholders, to pay to the 
Trustee such amounts as shall be sufficient to cover 
reasonable compensation to the Trustee, each predecessor 
Trustee and their respective agents, attorneys and counsel, 
and all reasonable expenses and liabilities incurred, and 
all reasonable advances made, by the Trustee and each 
predecessor Trustee except as a result of negligence or bad 
faith and all other amounts due to the Trustee or any 
predecessor Trustee pursuant to Section 6.6.

          Nothing herein contained shall be deemed to authorize the 
Trustee to authorize or consent to or vote for or accept or adopt on 
behalf of any Securityholder any plan or reorganization, arrangement, 
adjustment or composition affecting the Securities of any series or the 
rights of any Holder thereof, or to authorize the Trustee to vote in 
respect of the claim of any Securityholder in any such proceeding 
except, as aforesaid, to vote for the election of a trustee in 
bankruptcy or similar person.


<PAGE> 38

          All rights of action and of asserting claims under this 
Indenture, or under any of the Securities of any series, may be enforced 
by the Trustee without the possession of any of the Securities of such 
series or the production thereof on any trial or other proceedings 
relative thereto, and any such action or proceedings instituted by the 
Trustee shall be brought in its own name as trustee of an express trust, 
and any recovery of judgment, subject to the payment of reasonable 
expenses, disbursements and compensation of the Trustee, each 
predecessor Trustee and their respective agents and attorneys, shall be 
for the ratable benefit of the holders of the Securities in respect of 
which such action was taken.

          In any proceedings brought by the Trustee (and also any 
proceedings involving the interpretation of any provision of this 
Indenture to which the Trustee shall be a party) the Trustee shall be 
held to represent all the holders of the Securities in respect to which 
such action was taken, and it shall not be necessary to make any holders 
of such Securities parties to any such proceedings.


          SECTION 5.3.     APPLICATION OF PROCEEDS.  Any moneys 
collected by the Trustee pursuant to this Article in respect of any 
series shall be applied in the following order at the date or dates 
fixed by the Trustee and, in case of the distribution of such moneys on 
account of principal or interest, upon presentation of the several 
Securities in respect of which monies have been collected and stamping 
(or otherwise noting) thereon the payment, or issuing Securities of such 
series in reduced principal amounts in exchange for the presented 
Securities of like series if only partially paid, or upon surrender 
thereof if fully paid:

          FIRST:  To the payment of costs and expenses applicable 
to such series in respect of which monies have been 
collected, including reasonable compensation to the Trustee 
and each predecessor Trustee and their respective agents and 
attorneys and of all reasonable expenses and liabilities 
incurred, and all reasonable advances made, by the Trustee 
and each predecessor Trustee except as a result of 
negligence or bad faith, and all other amounts due to the 
Trustees or any predecessor Trustee pursuant to Section 6.6;


<PAGE> 39

          SECOND:  In case the principal of the Securities of such 
series in respect of which moneys have been collected shall 
not have become and be then due and payable, to the payment 
of interest on the Securities of such series in default in 
the order of the maturity of the installments of such 
interest, with interest (to the extent that such interest 
has been collected by the Trustee) upon the overdue 
installments of interest at the same rate as the rate of 
interest or Yield to Maturity (in the case of Original Issue 
Discount Securities) specified in such Securities, such 
payments to be made ratably to the persons entitled thereto, 
without discrimination or preference;

          THIRD:  In case the principal of the Securities of such 
series in respect of which moneys have been collected shall 
have become and shall be then due and payable, to the 
payment of the whole amount then owing and unpaid upon all 
the Securities of such series for principal and interest, 
with interest upon the overdue principal, and (to the extent 
that such interest has been collected by the Trustee) upon 
overdue installments of interest at the same rate as the 
rate of interest or Yield to Maturity (in the case of 
Original Issue Discount Securities) specified in the 
Securities of such series; and in case such moneys shall be 
insufficient to pay in full the whole amount so due and 
unpaid upon the Securities of such series, then to the 
payment of such principal and interest or Yield to Maturity, 
without preference or priority of principal over interest or 
Yield to Maturity, or of interest or Yield to Maturity over 
principal, or of any installment of interest over any other 
installment of interest, or of any Security of such series 
over any other Security of such series, ratably to the 
aggregate of such principal and accrued and unpaid interest 
or Yield to Maturity; and

          FOURTH:  To the payment of the remainder, if any, to the 
Issuer or any other person lawfully entitled thereto.

          SECTION 5.4.     SUITS FOR ENFORCEMENT.  In case an Event of 
Default has occurred, has not been waived and is continuing, the Trustee 
may in its discretion (but shall not 


<PAGE> 40

be obligated to) proceed to protect and enforce the rights vested in it 
by this Indenture by such appropriate judicial proceedings as the 
Trustee shall deem most effectual to protect and enforce any of such 
rights, either at law in equity or in bankruptcy or otherwise, whether 
for the specific enforcement of any covenant or agreement contained in 
this Indenture or in aid of the exercise of any power granted in this 
Indenture or to enforce any other legal or equitable right vested in the 
Trustee by this Indenture or by law.

          SECTION 5.5.     RESTORATION OF RIGHTS ON ABANDONMENT OF 
PROCEEDINGS.  In case the Trustee shall have proceeded to enforce any 
right under this Indenture and such proceedings shall have been 
discontinued or abandoned for any reason, or shall have been determined 
adversely to the Trustee, then and in every such case the Issuer and the 
Trustee shall be restored respectively to their former positions and 
rights hereunder, and all rights, remedies and powers of the Issuer, the 
Trustee and the Securityholders shall continue as though no such 
proceedings had been taken.

          SECTION 5.6.     LIMITATIONS ON SUITS BY SECURITYHOLDERS.  No 
holder of any Security of any series shall have any right by virtue or 
by availing of any provision of this Indenture to institute any action 
or proceeding at law or in equity or in bankruptcy or otherwise upon or 
under or with respect to this Indenture, or for the appointment of a 
trustee, receiver, liquidator, custodian or other similar official or 
for any other remedy hereunder, unless such holder previously shall have 
given to the Trustee written notice of default and of the continuance 
thereof, as hereinbefore provided, and unless also the holders of not 
less than 25% in aggregate principal amount of the Securities of such 
series then outstanding shall have made written request upon the Trustee 
to institute such action or proceedings in its own name as trustee 
hereunder and shall have offered to the Trustee such reasonable 
indemnity as it may require against the costs, expenses and liabilities 
to be incurred therein or thereby and the Trustee for 60 days after its 
receipt of such notice, request and offer of indemnity shall have failed 
to institute any such action or proceeding and no direction inconsistent 
with any such action or proceeding and no direction inconsistent with 
such written request shall have been given to the Trustee pursuant to 
Section 5.9; it being understood and intended, and being expressly 
covenanted by the taker and Holder of every Security with every other 
taker and Holder and the Trustee, that no one or more 


<PAGE> 41

Holders of Securities of any series shall have any right in any manner 
whatever by virtue or by availing of any provision of this Indenture to 
affect, disturb or prejudice the rights of any other such Holder of 
Securities, or to obtain or seek to obtain priority over or preference 
to any other such Holder or to enforce any right under this Indenture, 
except in the manner herein provided and for the equal, ratable and 
common benefit of all Holders of Securities of the applicable series.  
For the protection and enforcement of the provisions of this Section, 
each and every Securityholder and the Trustee shall be entitled to such 
relief as can be given either at law or in equity.

          SECTION 5.7.     UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO 
INSTITUTE CERTAIN SUITS.  Notwithstanding any other provision in this 
Indenture and any provision of any Security, the right of any Holder of 
any Security to receive payment of the principal of and interest on such 
Security on or after the respective due dates expressed in such 
Security, or to institute suit for the enforcement of any such payment 
on or after such respective dates, shall not be impaired or affected 
without the consent of such Holder.

          SECTION 5.8.     POWERS AND REMEDIES CUMULATIVE; DELAY OR 
OMISSION NOT WAIVER OF DEFAULT.  Except as otherwise provided in Section 
5.6 and with respect to the replacement or payment of mutilated, defaced 
or destroyed, lost or stolen Securities in the last sentence of Section 
2.9, no right or remedy herein conferred upon or reserved to the Trustee 
or to the holders of Securities is intended to be exclusive of any other 
right or remedy, and every right and remedy shall, to the extent 
permitted by law, be cumulative and in addition to every other right and 
remedy given hereunder or now or hereafter existing at law or in equity 
or otherwise.  The assertion or employment of any right or remedy 
hereunder, or otherwise, shall not prevent the concurrent assertion or 
employment of any other appropriate right or remedy.

          No delay or omission of the Trustee or of any holder of 
Securities to exercise any right or power accruing upon any Event of 
Default occurring and continuing as aforesaid shall impair any such 
right or power or shall be construed to be a waiver of any such Event of 
Default or an acquiescence therein; and, subject to Section 5.6, every 
power and remedy given by this Indenture or by law to the Trustee or to 
the holders of Securities may be exercised 


<PAGE> 42

from time to time, and as often as shall be deemed expedient, by the 
Trustee or by the holders of Securities.

          SECTION 5.9.     CONTROL BY HOLDERS OF SECURITIES.  The 
Holders of a majority in aggregate principal amount of the Securities of 
any series at the time Outstanding shall have the right to direct the 
time, method, and place of conducting any proceeding for any remedy 
available to the Trustee, or exercising any trust or power conferred on 
the Trustee with respect to the Securities of such series by this 
Indenture; provided that such direction shall not be otherwise than in 
accordance with law and the provisions of this Indenture and provided 
further that (subject to the provisions of Section 6.1) the Trustee 
shall have the right to decline to follow any such direction if the 
Trustee, being advised by counsel, shall determine that the action or 
proceeding so directed may not lawfully be taken or if the Trustee in 
good faith by its board of directors, the executive committee, or a 
trust committee of directors or responsible officers of the Trustee 
shall determine that the action or proceedings so directed would involve 
the Trustee in personal liability or if the Trustee in good faith shall 
so determine that the actions or forebearances specified in or pursuant 
to such direction would be unduly prejudicial to the interests of 
Holders of the Securities of any series not joining in the giving of 
said direction, it being understood that (subject to Section 6.1) the 
Trustee shall have no duty to ascertain whether or not such actions or 
forebearances are unduly prejudicial to such Holders.

          Nothing in this Indenture shall impair the right of the 
Trustee in its discretion to take any action deemed proper by the 
Trustee and which is not inconsistent with such direction or directions 
by Securityholders.

          SECTION 5.10.     WAIVER OF PAST DEFAULTS.  Prior to the 
declaration of the acceleration of the maturity of the Securities of any 
series as provided in Section 5.1, the Holders of a majority in 
aggregate principal amount of the Securities of such series at the time 
Outstanding may on behalf of the Holders of all the Securities of such 
series waive any past default or Event of Default described in clause 
(d), (e), (f) or (g) of Section 5.1 with respect to such series and its 
consequences except a default in respect of a covenant or provision 
hereof which cannot be modified or amended without the consent of the 
Holder of each Security affected.  In the case of any such waiver, the 
Issuer, the Trustee and the Holders of the Securities of such series 
shall be restored to their former positions and 


<PAGE> 43

rights hereunder, respectively; but no such waiver shall extend to any 
subsequent or other default or impair any right consequent thereon.

          Upon any such waiver, such default shall cease to exist and be 
deemed to have been cured and not to have occurred, and any Event of 
Default arising therefrom shall be deemed to have been cured, and not to 
have occurred for every purpose of this Indenture; but no such waiver 
shall extend to any subsequent or other default or Event of Default or 
impair any right consequent thereon.

          The Issuer may, in the circumstances permitted by the Trust 
Indenture Act of 1939, fix any day as the record date for the purpose of 
determining the Holders of Securities of any series entitled to give or 
take any request, demand, authorization, direction, notice, consent, 
waiver or other action, or to vote on any action, authorized or 
permitted to be given or taken by Holders of Securities of such series 
under Section 5.9 or this Section.  If not set by the Issuer prior to 
the first solicitation of a Holder of Securities of such series made by 
any Person in respect of any such action, or, in the case of any such 
vote, prior to such vote, the record date for any such action or vote 
shall be the 30th day (or, if later, the date of the most recent list of 
Holders required to be provided pursuant to Section 4.1) prior to such 
first solicitation or vote, as the case may be.  With regard to any 
record date for action to be taken by the Holders of one or more series 
of Securities, only the Holders of Securities of such series on such 
date (or their duly designated proxies) shall be entitled to give or 
take, or vote on, the relevant action.

          SECTION 5.11.     TRUSTEE TO GIVE NOTICE OF DEFAUlt.  The 
Trustee shall, within ninety days after the occurrence of a default with 
respect to the Securities of any series, give notice of all defaults 
with respect to that series actually known to a Responsible Officer of 
the Trustee to all Holders of then Outstanding Securities of that 
series, by mailing such notice to such Holders at their addresses as 
they shall appear in the registry books, unless in each case such 
defaults shall have been cured before the mailing or publication of such 
notice (the term "defaults" for the purpose of this Section being hereby 
defined to mean any event or condition which is, or with notice or lapse 
of time or both would become, an Event of Default).

          SECTION 5.12.     RIGHT OF COURT TO REQUIRE FILING OF 
UNDERTAKING TO PAY COSTS.  All parties to this Indenture 


<PAGE> 44

agree, and each Holder of any Security by his acceptance thereof shall 
be deemed to have agreed, that any court may in its discretion require, 
in any suit for the enforcement of any right or remedy under this 
Indenture or in any suit against the Trustee for any action taken, 
suffered or omitted by it as Trustee, the filing by any party litigant 
in such suit of an undertaking to pay the costs of such suit, and that 
such court may in its discretion assess reasonable costs, including 
reasonable attorneys' fees, against any party litigant in such suit, 
having due regard to the merits and good faith of the claims or defenses 
made by such party litigant; but the provisions of this Section shall 
not apply to any suit instituted by the Trustee, to any suit instituted 
by any Securityholder or group of Securityholders of any series holding 
in the aggregate more than 10% in aggregate principal amount of the 
Securities Outstanding of such series, or to any suit instituted by any 
Securityholder for the enforcement of the payment of the principal of or 
interest on any Security on or after the due date expressed in such 
Security.


                                ARTICLE 6

                         CONCERNING THE TRUSTEE

          SECTION 6.1.     DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; 
DURING DEFAULT; PRIOR TO DEFAULT.  With respect to the Holders of any 
series of Securities issued hereunder, the Trustee, prior to the 
occurrence of an Event of Default with respect to the Securities of a 
particular series and after the curing or waiving of all Events of 
Default which may have occurred with respect to such series, undertakes 
to perform such duties and only such duties as are specifically set 
forth in this Indenture.  In case an Event of Default actually known to 
a Responsible Officer of the Trustee with respect to the Securities of a 
series has occurred (which has not been cured or waived) the Trustee 
shall exercise such of the rights and powers vested in it by this 
Indenture, and use the same degree of care and skill in their exercise, 
as a prudent man would exercise or use under the circumstances in the 
conduct of his own affairs.

          No provision of this Indenture shall be construed to relieve 
the Trustee from liability for its own negligent action, its own 
negligent failure to act or its own willful misconduct, except that


<PAGE> 45

          (a)     prior to the occurrence of an Event of Default 
with respect to the Securities of any series and after the 
curing or waiving of all such Events of Default with respect 
to such series which may have occurred:

               (i)     the duties and obligations of the 
Trustee with respect to the Securities of any 
Series shall be determined solely by the express 
provisions of this Indenture, and the Trustee 
shall not be liable except for the performance 
of such duties and obligations as are 
specifically set forth in this Indenture, and no 
implied covenants or obligations shall be read 
into this Indenture against the Trustee; and

               (ii)     in the absence of bad faith on the 
part of the Trustee, the Trustee may 
conclusively rely, as to the truth of the 
statements and the correctness of the opinions 
expressed therein, upon any certificates or 
opinions furnished to the Trustee and conforming 
to the requirements of this Indenture; but in 
the case of any such certificates or opinions 
which by any provision hereof are specifically 
required to be furnished to the Trustee, the 
Trustee shall be under a duty only to examine 
the same on their face to determine whether or 
not they conform to the requirements of this 
Indenture;

          (b)     the Trustee shall not be liable for any error of 
judgment made in good faith by a Responsible Officer or 
Responsible Officers of the Trustee, unless it shall be 
proved that the Trustee was negligent in ascertaining the 
pertinent facts; and

          (c)     the Trustee shall not be liable with respect to 
any action taken or omitted to be taken by it in good faith 
in accordance with the direction of the holders pursuant to 
Section 5.9 relating to the time, method and place of 
conducting any proceeding for any remedy available 


<PAGE> 46

to the Trustee, or exercising any trust or power conferred upon 
the Trustee, under this Indenture.

          None of the provisions contained in this Indenture shall 
require the Trustee to expend or risk funds or otherwise incur personal 
financial liability in the performance of any of its duties or in the 
exercise of any of its rights or powers, if, in its opinion, there shall 
be reasonable ground for believing that the repayment of such funds or 
adequate indemnity against such liability is not reasonably assured to 
it.

          SECTION 6.2.     CERTAIN RIGHTS OF THE TRUSTEE.  Subject to 
Section 6.1:

          (a)     the Trustee may conclusively rely and shall be 
fully protected in acting or refraining from acting upon any 
resolution, Officers' Certificate or any other certificate, 
statement, instrument, opinion, report, notice, request, 
consent, order, bond, debenture, note, security or other 
paper or document believed by it to be genuine and to have 
been signed or presented by the proper party or parties;

          (b)     any request, direction, order or demand of the 
Issuer mentioned herein shall be sufficiently evidenced by 
an Officers' Certificate (unless other evidence in respect 
thereof be herein specifically prescribed); and any 
resolution of the Board of Directors may be evidenced to the 
Trustee by a copy thereof certified by the secretary or an 
assistant secretary of the Issuer;

          (c)     the Trustee may consult with counsel (at the 
expense of the Issuer) who may be counsel to the Issuer and 
any advice or Opinion of Counsel shall be full and complete 
authorization and protection in respect of any action taken, 
suffered or omitted to be taken by it hereunder in good 
faith and in accordance with such advice or Opinion of 
Counsel;

          (d)     the Trustee shall be under no obligation to 
exercise any of the trusts or powers vested in it by this 
Indenture at the request, order or direction of any of the 
Securityholders pursuant to the provisions of this 
Indenture, unless such 


<PAGE> 47

Securityholders shall have offered to the Trustee indemnity 
satisfactory to it against the costs, expenses and 
liabilities which might be incurred therein or thereby;

          (e)     the Trustee shall not be liable for any action 
taken or omitted by it in good faith and believed by it to 
be authorized or within the discretion, rights or powers 
conferred upon it by this Indenture;

          (f)     prior to the occurrence of an Event of Default 
hereunder and after the curing or waiving of all Events of 
Default, the Trustee shall not be bound to make any 
investigation into the facts or matters stated in any 
resolution, certificate, statement, instrument, opinion, 
report, notice, request, consent, order, approval, 
appraisal, bond, debenture, note, security, or other paper 
or document unless requested in writing so to do by the 
holders of not less than a majority in aggregate principal 
amount of the Securities of all series affected then 
outstanding; provided that, if the payment within a 
reasonable time to the Trustee of the costs, expenses or 
liabilities likely to be incurred by it in the making of 
such investigation is, in the opinion of the Trustee, not 
reasonably assured to the Trustee, the Trustee may require 
indemnity satisfactory to it against such expenses or 
liabilities as a condition to proceeding; the reasonable 
expenses of every such investigation shall be paid by the 
Issuer or, if paid by the Trustee or any predecessor 
trustee, shall be repaid by the Issuer upon demand; and

          (g)     the Trustee may execute any of the trusts or 
powers hereunder or perform any duties hereunder either 
directly or by or through agents or attorneys not regularly 
in its employ and the Trustee shall not be responsible for 
any misconduct or negligence on the part of any such agent 
or attorney appointed with due care by it hereunder.

          SECTION 6.3.     TRUSTEE NOT RESPONSIBLE FOR RECITALS, 
DISPOSITION OF SECURITIES OR APPLICATION OF PROCEEDS THEREOF.  The 
recitals contained herein and in the Securities, except the Trustee's 
certificates of authentication, shall be taken as the statements of the 


<PAGE> 48

Issuer, and the Trustee assumes no responsibility for the correctness of 
the same.  The Trustee makes no representation as to the validity or 
sufficiency of this Indenture or of the Securities.  The Trustee shall 
not be accountable for the use or application by the Issuer of any of 
the Securities or of the proceeds thereof.

          SECTION 6.4.     TRUSTEE AND AGENTS MAY HOLD SECURITIES; 
COLLECTIONS, ETC.  The Trustee or any agent of the Issuer or the 
Trustee, in its individual or any other capacity, may become the owner 
or pledgee of Securities with the same rights it would have if it were 
not the Trustee or such agent and, subject to Sections 6.8 and 6.13, if 
operative, may otherwise deal with the Issuer and receive, collect, hold 
and retain collections from the Issuer with the same rights it would 
have if it were not the Trustee or such agent.

          SECTION 6.5.     MONEYS HELD BY TRUSTEE.  Subject to the 
provisions of Section 10.5 hereof, all moneys received by the Trustee 
shall, until used or applied as herein provided, be held in trust for 
the purposes for which they were received, but need not be segregated 
from other funds except to the extent required by mandatory provisions 
of law.  Neither the Trustee nor any agent of the Issuer or the Trustee 
shall be under any liability for interest on any moneys received by it 
hereunder.

          SECTION 6.6.     COMPENSATION AND INDEMNIFICATION OF TRUSTEE 
AND ITS PRIOR CLAIM.  The Issuer covenants and agrees to pay to the 
Trustee from time to time, and the Trustee shall be entitled to, 
reasonable compensation (which shall not be limited by any provision of 
law in regard to the compensation of a trustee of an express trust) and 
the Issuer covenants and agrees to pay or reimburse the Trustee and each 
predecessor Trustee upon its request for all reasonable expenses, 
disbursements and advances incurred or made by or on behalf of it in 
connection with this Indenture (including the reasonable compensation 
and the expenses and disbursements of its counsel and of all agents and 
other persons not regularly in its employ) except any such expense, 
disbursement or advance as may arise from its negligence or bad faith.  
The Issuer also covenants to indemnify the Trustee and each predecessor 
Trustee, its officers, directors, employees and agents for, and to hold 
it, its officers, directors, employees and agents harmless against, any 
loss, liability or expense incurred without negligence or bad faith on 
its part, arising out of or in connection with the acceptance or 
administration of this 


<PAGE> 49

Indenture or the trusts hereunder and its duties hereunder, including 
the costs and expenses of defending itself against or investigating any 
claim of liability in the premises.  The obligations of the Issuer under 
this Section to compensate and indemnify the Trustee and each 
predecessor Trustee and to pay or reimburse the Trustee and each 
predecessor Trustee for expenses, disbursements and advances shall 
constitute additional indebtedness hereunder and shall survive the 
satisfaction and discharge of this Indenture.  Such additional 
indebtedness shall be a senior claim to that of the Securities upon all 
property and funds held or collected by the Trustee as such, except 
funds held in trust for the benefit of the holders of particular 
Securities, and the Securities are hereby subordinated to such senior 
claim.

          SECTION 6.7.     RIGHT OF TRUSTEE TO RELY ON OFFICERS' 
CERTIFICATE, ETC.  Subject to Sections 6.1 and 6.2, whenever in the 
administration of the trusts of this Indenture the Trustee shall deem it 
necessary or desirable that a matter be provided or established prior to 
taking or suffering or omitting any action hereunder, such matter 
(unless other evidence in respect thereof be herein specifically 
prescribed) may, in the absence of gross negligence or bad faith on the 
part of the Trustee, be deemed to be conclusively provided and 
established by an Officers' Certificate delivered to the Trustee, and 
such certificate, in the absence of gross negligence or bad faith on the 
part of the Trustee, shall be full warrant to the Trustee for any action 
taken, suffered or omitted by it under the provisions of this Indenture 
upon the faith thereof.

          SECTION 6.8.     QUALIFICATION OF TRUSTEE.  The Trustee is 
subject to Section 310(b) of the Trust Indenture Act of 1939 regarding 
disqualification of a trustee upon acquiring any conflicting interest.  
In determining whether the Trustee has a conflicting interest within the 
meaning of the Trust Indenture Act with respect to Securities of any 
series, there shall be excluded (a) this Indenture with respect to 
Securities of any series other than such series and (b) the Indenture 
dated as of March 29, 1996 pursuant to which the 12% Senior Notes due 
2003 of the Issuer are outstanding.

          SECTION 6.9.     PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. 
 The Trustee for each series of Securities hereunder shall at all times 
be a corporation organized and doing business under the laws of the 
United States of America or of any state or the District of Columbia (or 
a 


<PAGE> 50

Person permitted to act as trustee by the Commission) having a combined 
capital and surplus of at least $50,000,000, and which is authorized 
under such laws to exercise corporate trust powers and is subject to 
supervision or examination by Federal, state or District of Columbia 
authority.  Such corporation or Person shall have a place of business in 
The City of New York if there be such a corporation or Person in such 
location willing to act upon reasonable and customary terms and 
conditions.  If such corporation or Person publishes reports of 
condition at least annually, pursuant to law or to the requirements of 
the aforesaid supervising or examining authority, then for the purposes 
of this Section, the combined capital and surplus of such corporation or 
Person shall be deemed to be its combined capital and surplus as set 
forth in its most recent report of condition so published.  Such 
corporation or Person shall not be and shall represent that it is not an 
obligor on the Securities or a person directly or indirectly 
controlling, controlled by, or under common control with such obligor.  
In case at any time the Trustee shall cease to be eligible in accordance 
with the provisions of this Section, the Trustee shall resign 
immediately in the manner and with the effect specified in Section 6.10.

          SECTION 6.10.     RESIGNATION AND REMOVAL; APPOINTMENT OF 
SUCCESSOR TRUSTEE.  (a)  The Trustee, or any trustee or trustees 
hereafter appointed, may at any time resign with respect to one or more 
or all series of Securities by giving written notice of resignation to 
the Issuer and, if required by applicable law or regulations, by mailing 
notice of such resignation to the Holders of then Outstanding Securities 
of each series affected at their addresses as they shall appear on the 
registry books.  Upon receiving such notice of resignation, the Issuer 
shall promptly appoint a successor trustee or trustees with respect to 
the applicable series by written instrument in duplicate, executed by 
authority of the Board of Directors, one copy of which instrument shall 
be delivered to the resigning Trustee and one copy to the successor 
trustee or trustees.  If no successor trustee shall have been so 
appointed with respect to any series and have accepted appointment 
within 30 days after the mailing of such notice of resignation, the 
resigning trustee may petition any court of competent jurisdiction for 
the appointment of a successor trustee, or any Securityholder who has 
been a bona fide Holder of a Security or Securities of the applicable 
series for at least six months may, subject to the provisions of Section 
5.12, on behalf of himself and all others similarly situated, petition 
any such court for the appointment of a 


<PAGE> 51

successor trustee.  Such court may thereupon, after such notice, if any, 
as it may deem proper and prescribe, appoint a successor trustee.

          (b)     In case at any time any of the following shall occur:

          (i)     the Trustee shall fail to comply with the provisions 
of Section 6.8 with respect to any series of Securities after 
written request therefor by the Issuer or by any Securityholder 
who has been a bona fide Holder of a Security or Securities of 
such series for at least six months; or

         (ii)     the Trustee shall cease to be eligible in accordance 
with the provisions of Section 6.9 and shall fail to resign after 
written request therefor by the Issuer or by any Securityholder; 
or

        (iii)     the Trustee shall become incapable of acting with 
respect to any series of Securities, or shall be adjudged a 
bankrupt or insolvent, or a receiver or liquidator of the Trustee 
or of its property shall be appointed, or any public officer shall 
take charge or control of the Trustee or of its property or 
affairs for the purpose of rehabilitation, conservation or 
liquidation;

then, in any such case, the Issuer may remove the Trustee with respect 
to the applicable series of Securities and appoint a successor trustee 
for such series by written instrument, in duplicate, executed by order 
of the Board of Directors of the Issuer, one copy of which instrument 
shall be delivered to the Trustee so removed and one copy to the 
successor trustee, or, subject to the provisions of Section 5.12, any 
Securityholder who has been a bona fide Holder of a Security or 
Securities of such series for at least six months may on behalf of 
himself and all others similarly situated, petition any court of 
competent jurisdiction for the removal of the Trustee and the 
appointment of a successor trustee with respect to such series.  Such 
court may thereupon, after such notice, if any, as it may deem proper 
and prescribe, remove the Trustee and appoint a successor trustee.

          (c)     The Holders of a majority in aggregate principal 
amount of the Securities of each series at the time outstanding may at 
any time remove the Trustee with respect to Securities of such series 
and appoint a successor 


<PAGE> 52

trustee with respect to the Securities of such series by delivering to 
the Trustee so removed, to the successor trustee so appointed and to the 
Issuer the evidence provided for in Section 7.1 of the action in that 
regard taken by the Securityholders.

          (d)     Any resignation or removal of the Trustee with respect 
to any series and any appointment of a successor trustee with respect to 
such series pursuant to any of the provisions of this Section 6.10 shall 
become effective upon acceptance of appointment by the successor trustee 
as provided in Section 6.11.

          (e)  The retiring Trustee shall not be liable for the acts or 
omissions of any successor Trustee hereunder.

          (f)  Upon appointment of any successor Trustee, all fees, 
charges and expenses of the retiring Trustee shall be paid.

          SECTION 6.11.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR 
TRUSTEE.  Any successor trustee appointed as provided in Section 6.10 
shall execute and deliver to the Issuer and to its predecessor trustee 
an instrument accepting such appointment hereunder, and thereupon the 
resignation or removal of the predecessor trustee with respect to all or 
any applicable series shall become effective and such successor trustee, 
without any further act, deed or conveyance, shall become vested with 
all rights, powers, duties and obligations with respect to such series 
of its predecessor hereunder, with like effect as if originally named as 
trustee for such series hereunder; but, nevertheless, on the written 
request of the Issuer or of the successor trustee, upon payment of its 
charges then unpaid, the trustee ceasing to act shall, subject to 
Section 10.5, pay over to the successor trustee all moneys at the time 
held by it hereunder and shall execute and deliver an instrument which, 
subject to Section 6.6, need not include an indemnity by the Issuer, 
transferring to such successor trustee all such rights, powers, duties 
and obligations.  Upon request of any such successor trustee, the Issuer 
shall execute any and all instruments in writing for more fully and 
certainly vesting in and confirming to such successor trustee all such 
rights and powers.  Any trustee ceasing to act shall, nevertheless, 
retain a prior claim upon all property or funds held or collected by 
such trustee to secure any amounts then due it pursuant to the 
provisions of Section 6.6.


<PAGE> 53

          If a successor trustee is appointed with respect to the 
Securities of one or more (but not all) series, the Issuer, the 
predecessor Trustee and each successor trustee with respect to the 
Securities of any applicable series shall execute and deliver an 
indenture supplemental hereto which shall contain such provisions as 
shall be deemed necessary or desirable to confirm that all the rights, 
powers, trusts and duties of the predecessor Trustee with respect to the 
Securities of any series as to which the predecessor Trustee is not 
retiring shall continue to be vested in the predecessor Trustee, and 
shall add to or change any of the provisions of this Indenture as shall 
be necessary to provide for or facilitate the administration of the 
trusts hereunder by more than one trustee, it being understood that 
nothing herein or in such supplemental indenture shall constitute such 
trustees co-trustees of the same trust and that each such trustee shall 
be trustee of a trust or trusts under separate indentures.

          No successor trustee with respect to any series of Securities 
shall accept appointment as provided in this Section 6.11 unless at the 
time of such acceptance such successor trustee shall be qualified under 
the provisions of Section 6.8 and eligible under the provisions of 
Section 6.9.

          Upon acceptance of appointment by any successor trustee as 
provided in this Section 6.11, the Issuer shall mail notice thereof to 
the Holders of Securities of each series affected, by mailing such 
notice to such Holders at their addresses as they shall appear on the 
registry books.  If the acceptance of appointment is substantially 
contemporaneous with the resignation, then the notice called for by the 
preceding sentence may be combined with the notice called for by Section 
6.10.  If the Issuer fails to mail such notice within ten days after 
acceptance of appointment by the successor trustee, the successor 
trustee shall cause such notice to be mailed at the expense of the 
Issuer.

          SECTION 6.12.     MERGER, CONVERSION, CONSOLIDATION OR 
SUCCESSION TO BUSINESS OF TRUSTEE.  Any corporation into which the 
Trustee may be merged or converted or with which it may be consolidated, 
or any corporation resulting from any merger, conversion or 
consolidation to which the Trustee shall be a party, or any corporation 
succeeding to the corporate trust business of the Trustee, shall be the 
successor of the Trustee and all other appointments hereunder; provided, 
that such corporation shall be 


<PAGE> 54

qualified under the provisions of Section 6.8 and eligible under the 
provisions of Section 6.9 without the execution or filing of any paper 
or any further act on the part of any of the parties hereto, anything 
herein to the contrary notwithstanding.

          In case at the time such successor to the Trustee shall 
succeed to the trusts created by this Indenture any of the Securities of 
any series shall have been authenticated but not delivered, any such 
successor to the Trustee may adopt the certificate of authentication of 
any predecessor Trustee and deliver such Securities so authenticated; 
and, in case at that time any of the Securities of any series shall not 
have been authenticated, any successor to the Trustee may authenticate 
such Securities either in the name of any predecessor hereunder or in 
the name of the successor Trustee; and in all such cases such 
certificate shall have the full force which it has anywhere in the 
Securities of such series or in this Indenture provided that the 
certificate of the Trustee shall have; provided, that the right to adopt 
the certificate of authentication of any predecessor Trustee or to 
authenticate Securities of any series in the name of any predecessor 
Trustee shall apply only to its successor or successors by merger, 
conversion or consolidation.

          SECTION 6.13.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST 
THE ISSUER.  (a)     Subject to the provisions of subsection (b) of this 
Section, if the Trustee shall be or shall become a creditor, directly or 
indirectly, secured or unsecured, of the Issuer within three months 
prior to a default, as defined in subsection (c) of this Section, or 
subsequent to such a default, then, unless and until such default shall 
be cured, the Trustee shall set apart and hold in a special account for 
the benefit of the Trustee individually, the Holders of the Securities 
and the Holders of other indenture securities (as defined in this 
Section):

          (1)     an amount equal to any and all reductions in the 
amount due and owing upon any claim as such creditor in respect of 
principal or interest, effected after the beginning of such three 
months' period and valid as against the Issuer and its other 
creditors, except any such reduction resulting from the receipt or 
disposition of any property described in subsection (a)(2) of this 
Section, or from the exercise of any right of set-off which the 
Trustee could have exercised if a petition in bankruptcy had been 
filed by or against the Issuer upon the date of such default; and


<PAGE> 55

          (2)     all property received by the Trustee in respect of any 
claim as such creditor, either as security therefor, or in 
satisfaction or composition thereof, or otherwise, after the 
beginning of such three months' period, or an amount equal to the 
proceeds of any such property, if disposed of, subject, however, 
to the rights, if any, of the Issuer and its other creditors in 
such property or such proceeds.

          Nothing herein contained, however, shall affect the right of 
the Trustee:

          (A)     to retain for its own account (i) payments made on 
account of any such claim by any person (other than the Issuer) 
who is liable thereon, (ii) the proceeds of the bona fide sale of 
any such claim by the Trustee to a third person, and (iii) 
distributions made in cash, securities or other property in 
respect of claims filed against the Issuer in bankruptcy or 
receivership or in proceedings for reorganization pursuant to 
Title 11 of the United States Code or applicable state law;

          (B)     to realize, for its own account, upon any property 
held by it as security for any such claim, if such property was so 
held prior to the beginning of such three months' period;

          (C)     to realize, for its own account, but only to the 
extent of the claim hereinafter mentioned, upon any property held 
by it as security for any such claim, if such claim was created 
after the beginning of such three months' period and such property 
was received as security therefor simultaneously with the creation 
thereof, and if the Trustee shall sustain the burden of proving 
that at the time such property was so received the Trustee had no 
reasonable cause to believe that a default as defined in 
subsection (c) of this Section would occur within three months; or

          (D)     to receive payment on any claim referred to in 
paragraph (B) or (C), against the release of any property held as 
security for such claim as provided in such paragraph (B) or (C), 
as the case may be, to the extent of the fair value of such 
property.

          For the purposes of paragraphs (B), (C) and (D), property 
substituted after the beginning of such three 


<PAGE> 56

months' period for property held as security at the time of such 
substitution shall, to the extent of the fair value of the property 
released, have the same status as the property released, and, to the 
extent that any claim referred to in any of such paragraphs is created 
in renewal of or in substitution for or for the purpose of repaying or 
refunding any pre-existing claim of the Trustee as such creditor, such 
claim shall have the same status as such pre-existing claim.

          If the Trustee shall be required to account, the funds and 
property held in such special account and the proceeds thereof shall be 
apportioned between the Trustee, the Securityholders and the Holders of 
other indenture securities in such manner that the Trustee, such 
Securityholders and the Holders of other indenture securities realize, 
as a result of payments from such special account and payments of 
dividends on claims filed against the Issuer in bankruptcy or 
receivership or in proceedings for reorganization pursuant to Title 11 
of the United States Code or applicable state law, the same percentage 
of their respective claims, figured before crediting to the claim of the 
Trustee anything on account of the receipt by it from the Issuer of the 
funds and property in such special account and before crediting to the 
respective claims of the Trustee, such Securityholders and the Holders 
of other indenture securities dividends on claims filed against the 
Issuer in bankruptcy or receivership or in proceedings for 
reorganization pursuant to Title 11 of the United States Code or 
applicable state law, but after crediting thereon receipts on account of 
the indebtedness represented by their respective claims from all sources 
other than from such dividends and from the funds and property so held 
in such special account.  As used in this paragraph, with respect to any 
claim, the term "dividends" shall include any distribution with respect 
to such claim, in bankruptcy or receivership or in proceedings for 
reorganization pursuant to Title 11 of the United States Code or 
applicable state law, whether such distribution is made in cash, 
securities or other property, but shall not include any such 
distribution with respect to the secured portion, if any, of such claim. 
 The court in which such bankruptcy, receivership or proceeding for 
reorganization is pending shall have jurisdiction (i) to apportion 
between the Trustee, such Securityholders and the Holders of other 
indenture securities, in accordance with the provisions of this 
paragraph, the funds and property held in such special account and the 
proceeds thereof, or (ii) in lieu of such apportionment, in whole or in 
part, to give to the provisions of this paragraph due consideration in 


<PAGE> 57

determining the fairness of the distributions to be made to the Trustee, 
such Securityholders and the Holders of other indenture securities with 
respect to their respective claims, in which event it shall not be 
necessary to liquidate or to appraise the value of any securities or 
other property held in such special account or as security for any such 
claim, or to make a specific allocation of such distributions as between 
the secured and unsecured portions of such claims, or otherwise to apply 
the provisions of this paragraph as a mathematical formula.

          Any Trustee who has resigned or been removed after the 
beginning of such three months' period shall be subject to the 
provisions of this subsection (a) as though such resignation or removal 
had not occurred.  If any Trustee has resigned or been removed prior to 
the beginning of such three months' period, it shall be subject to the 
provisions of this subsection (a) if and only if the following 
conditions exist:

          (i)     the receipt of property or reduction of claim which 
would have given rise to the obligation to account, if such 
Trustee had continued as trustee, occurred after the beginning of 
such three months' period; and

          (ii)     such receipt of property or reduction of claim 
occurred within three months after such resignation or removal.

          (b)     There shall be excluded from the operation of 
subsection (a) of this Section a creditor relationship arising from

          (1)     the ownership or acquisition of securities issued 
under any indenture, or any security or securities having a 
maturity of one year or more at the time of acquisition by the 
Trustee;

          (2)     advances authorized by a receivership or bankruptcy 
court of competent jurisdiction or by this Indenture for the 
purpose of preserving any property which shall at any time be 
subject to the lien of this Indenture or of discharging tax liens 
or other prior liens or encumbrances thereon, if notice of such 
advance and of the circumstances surrounding the making thereof is 
given to the Securityholders at the time and in the manner 
provided in this Indenture;


<PAGE> 58

          (3)     disbursements made in the ordinary course of business 
in the capacity of trustee under an indenture, transfer agent, 
registrar, custodian, paying agent, fiscal agent or depositary, or 
other similar capacity;

          (4)     an indebtedness created as a result of services 
rendered or premises rented or an indebtedness created as a result 
of goods or securities sold in a cash transaction as defined in 
subsection (c)(3) of this Section;

          (5)     the ownership of stock or of other securities of a 
corporation organized under the provisions of Section 25(a) of the 
Federal Reserve Act, as amended, which is directly or indirectly a 
creditor of the Issuer; or

          (6)     the acquisition, ownership, acceptance or negotiation 
of any drafts, bills of exchange, acceptances or obligations which 
fall within the classification of self-liquidating paper as 
defined in subsection (c)(4) of this Section.

          (c)     As used in this Section:

          (1)     the term "default" shall mean any failure to make 
payment in full of the principal of or interest upon any of the 
Securities or upon the other indenture securities when and as such 
principal or interest becomes due and payable;

          (2)     the term "other indenture securities" shall mean 
securities upon which the Issuer is an obligor (as defined in the 
Trust Indenture Act of 1939) outstanding under any other indenture 
(i) under which the Trustee is also trustee, (ii) which contains 
provisions substantially similar to the provisions of subsection 
(a) of this Section, and (iii) under which a default existing at 
the time of the apportionment of the funds and property held in 
said special account;

          (3)     the term "cash transaction" shall mean any transaction 
in which full payment for goods or securities sold is made within 
seven days after delivery of the goods or securities in currency 
or in checks or other orders drawn upon banks or bankers and 
payable upon demand;


<PAGE> 59

          (4)     the term "self-liquidating paper" shall mean any 
draft, bill of exchange, acceptance or obligation which is made, 
drawn, negotiated or incurred by the Issuer for the purpose of 
financing the purchase, processing, manufacture, shipment, storage 
or sale of goods, wares or merchandise and which is secured by 
documents evidencing title to, possession of, or a lien upon the 
goods, wares or merchandise or the receivables or proceeds arising 
from the sale of the goods, wares or merchandise previously 
constituting the security, provided the security is received by 
the Trustee simultaneously with the creation of the creditor 
relationship with the Issuer arising from the making, drawing, 
negotiating or incurring of the draft, bill of exchange, 
acceptance or obligation; and

          (5)     the term "Issuer" shall mean any obligor upon the 
Securities.


                                 ARTICLE 7

                      CONCERNING THE SECURITYHOLDERS

          SECTION 7.1.     EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS. 
 Any request, demand, authorization, direction, notice, consent, waiver 
or other action provided by this Indenture to be given or taken by a 
specified percentage in principal amount of the Securityholders of any 
or all series may be embodied in and evidenced by one or more 
instruments of substantially similar tenor signed by such specified 
percentage of Securityholders in person or by agent duly appointed in 
writing; and, except as herein otherwise expressly provided, such action 
shall become effective when such instrument or instruments are delivered 
to the Trustee.  Proof of execution of any instrument or of a writing 
appointing any such agent shall be sufficient for any purpose of this 
Indenture and (subject to Sections 6.1 and 6.2) conclusive in favor of 
the Trustee and the Issuer, if made in the manner provided in this 
Article.

          SECTION 7.2.     PROOF OF EXECUTION OF INSTRUMENTS AND OF 
HOLDING OF SECURITIES.  Subject to Sections 6.1 and 6.2, the execution 
of any instrument by a Securityholder or his agent or proxy may be 
proved by the Security register or by a certificate of the Security 
registrar.

          SECTION 7.3.     HOLDERS TO BE TREATED AS OWNERS.   The 
Issuer, the Trustee and any agent of the Issuer or the 


<PAGE> 60

Trustee may deem and treat the person in whose name any Security shall 
be registered upon the Security register for such series as the absolute 
owner of such Security (whether or not such Security shall be overdue 
and notwithstanding any notation of ownership or other writing thereon) 
for the purpose of receiving payment of or on account of the principal 
of and, subject to the provisions of this Indenture, interest on such 
Security and for all other purposes; and neither the Issuer nor the 
Trustee nor any agent of the Issuer or the Trustee shall be affected by 
any notice to the contrary.  All such payments so made to any such 
person, or upon his order, shall be valid, and, to the extent of the sum 
or sums so paid, effectual to satisfy and discharge the liability for 
moneys payable upon any such Security.

          SECTION 7.4.     SECURITIES OWNED BY ISSUER DEEMED NOT 
OUTSTANDING.  In determining whether the Holders of the requisite 
aggregate principal amount of Outstanding Securities of any or all 
series have concurred in any direction, consent or waiver under this 
Indenture, Securities which are owned by the Issuer or any other obligor 
on the Securities with respect to which such determination is being made 
or by any person directly or indirectly controlling or controlled by or 
under direct or indirect common control with the Issuer or any other 
obligor on the Securities with respect to which such determination is 
being made shall be disregarded and deemed not to be Outstanding for the 
purpose of any such determination, except that for the purpose of 
determining whether the Trustee shall be protected in relying on any 
such direction, consent or waiver only Securities which the Trustee 
knows are so owned shall be so disregarded.  Securities so owned which 
have been pledged in good faith may be regarded as Outstanding if the 
pledgee establishes the pledgee's right so to act with respect to such 
Securities and that the pledgee is not the Issuer or any other obligor 
upon the Securities or any person directly or indirectly controlling or 
controlled by or under direct or indirect common control with the Issuer 
or any other obligor on the Securities by delivering to the Trustee an 
Officers' Certificate and Opinion of Counsel to such effect.  In case of 
a dispute as to such right, the advice of counsel shall be full 
protection in respect of any decision made by the Trustee in accordance 
with such advice.  Upon request of the Trustee, the Issuer shall furnish 
to the Trustee promptly an Officers' Certificate listing and identifying 
all Securities, if any, known by the Issuer to be owned or held by or 
for the account of any of the above-described persons; 


<PAGE> 61

and, subject to Sections 6.1 and 6.2, the Trustee shall be entitled to 
accept such Officers' Certificate as conclusive evidence of the facts 
therein set forth and of the fact that all Securities not listed therein 
are Outstanding for the purpose of any such determination.

          SECTION 7.5.     RIGHT OF REVOCATION OF ACTION TAKEN.  At any 
time prior to (but not after) the evidencing to the Trustee, as provided 
in Section 7.1, of the taking of any action by the Holders of the 
percentage in aggregate principal amount of the Securities of any or all 
series, as the case may be, specified in this Indenture in connection 
with such action, any Holder of a Security the serial number of which is 
shown by the evidence to be included among the serial numbers of the 
Securities the Holders of which have consented to such action may, by 
filing written notice at the Corporate Trust Office and upon proof of 
holding as provided in this Article, revoke such action so far as 
concerns such Security.  Except as aforesaid any such action taken by 
the Holder of any Security shall be conclusive and binding upon such 
Holder and upon all future Holders and owners of such Security and of 
any Securities issued in exchange or substitution therefor, irrespective 
of whether or not any notation in regard thereto is made upon any such 
Security.  Any action taken by the Holders of the percentage in 
aggregate principal amount of the Securities of any or all series, as 
the case may be, specified in this Indenture in connection with such 
action shall be conclusively binding upon the Issuer, the Trustee and 
the Holders of all the Securities affected by such action.


                                 ARTICLE 8

                          SUPPLEMENTAL INDENTURES

          SECTION 8.1.     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF 
SECURITYHOLDERS.  The Issuer, when authorized by a resolution of its 
Board of Directors, and the Trustee may from time to time and at any 
time enter into an indenture or indentures supplemental hereto (which 
shall conform to the provisions of the Trust Indenture Act of 1939 as in 
force at the date of the execution thereof) for one or more of the 
following purposes:

          (a)     to convey, transfer, assign, mortgage or pledge to the 
Trustee as security for the Securities of one or more series any 
property or assets;


<PAGE> 62

          (b)     to evidence the succession of another corporation to 
the Issuer, or successive successions, and the assumption by the 
successor corporation of the covenants, agreements and obligations 
of the Issuer pursuant to Article Nine;

          (c)     to evidence and provide for the acceptance of 
appointment hereunder by a successor trustee with respect to the 
Securities of one or more series and to add to or change any of 
the provisions of this Indenture as shall be necessary to provide 
for or facilitate the administration of the trusts hereunder by 
more than one trustee, pursuant to the requirements of Section 
6.11;

          (d)     to add to the covenants of the Issuer for the benefit 
of the Holders of all or any series of Securities (and if such 
covenants are to be for the benefit of less than all series of 
Securities stating that such covenants are expressly being 
included solely for the benefit of such series) or to surrender 
any right or power herein conferred upon the Issuer;

          (e)     to add any additional Events of Default with respect 
to all or any series of Securities (and, if such Event of Default 
is applicable to less than all series of Securities, specifying 
the series to which such Event of Default is applicable);

          (f)     to cure any ambiguity or to correct or supplement any 
provision contained herein or in any supplemental indenture which 
may be defective or inconsistent with any other provision 
contained herein or in any supplemental indenture; or to make such 
other provisions in regard to matters or questions arising under 
this Indenture or under any supplemental indenture as the Board of 
Directors may deem necessary or desirable and which, in the 
opinion of the Board of Directors, shall not adversely affect the 
interests of the Holders of the Securities;

          (g)     to change or eliminate any of the provisions of this 
Indenture; provided that any such change or elimination shall 
become effective only when there is no Security Outstanding of any 
series created prior to the execution of such supplemental 
indenture which is adversely affected by such change in or 
elimination of such provision; and


<PAGE> 63

          (h)     to establish the form or terms of Securities of any 
series as permitted by Sections 2.1 and 2.3.

          The Trustee is hereby authorized to join with the Issuer in 
the execution of any such supplemental indenture, to make any further 
appropriate agreements and stipulations which may be therein contained 
and to accept the conveyance, transfer, assignment, mortgage or pledge 
of any property thereunder, but the Trustee shall not be obligated to 
enter into any such supplemental indenture which affects the Trustee's 
own rights, duties or immunities under this Indenture or otherwise.

          Any supplemental indenture authorized by the provisions of 
this Section may be executed without the consent of the Holders of any 
of the Securities at the time outstanding, notwithstanding any of the 
provisions of Section 8.2.

          SECTION 8.2.     SUPPLEMENTAL INDENTURES WITH CONSENT OF 
SECURITYHOLDERS.  With the consent (evidenced as provided in Article 
Seven) of the Holders of not less than 66 2/3% in aggregate principal 
amount of the Securities at the time Outstanding of all series affected 
by such supplemental indenture (voting as one class), the Issuer, when 
authorized by a resolution of its Board of Directors, and the Trustee 
may, from time to time and at any time, enter into an indenture or 
indentures supplemental hereto (which shall conform to the provisions of 
the Trust Indenture Act of 1939 as in force at the date of execution 
thereof) for the purpose of adding any provisions to or changing in any 
manner or eliminating any of the provisions of this Indenture or of any 
supplemental indenture or of modifying in any manner the rights of the 
Holders of the Securities of each such series; provided, that no such 
supplemental indenture shall (a) extend the final maturity of any 
Security, or reduce the principal amount thereof, or reduce the rate or 
extend the time of payment of interest thereon, or reduce any amount 
payable on redemption thereof, or make the principal thereof (including 
any amount in respect of original issue discount), or interest or 
premium thereon payable in any coin or currency other than that provided 
in the Securities or in accordance with the terms thereof, or reduce the 
amount of the principal of an Original Issue Discount Security that 
would be due and payable upon an acceleration of the maturity thereof 
pursuant to Section 5.1 or the amount thereof provable in bankruptcy 
pursuant to Section 5.2, or impair or affect the right of any 
Securityholder to institute suit for the 


<PAGE> 64

payment thereof or, if the Securities provide therefor, any right of 
repayment at the option of the Securityholder without the consent of the 
Holder of each Security so affected, or (b) reduce the aforesaid 
percentage of Securities of any series, the consent of the Holders of 
which is required for any such supplemental indenture, without the 
consent of the Holders of each Security so affected.

          A supplemental indenture which changes or eliminates any 
covenant or other provision of this Indenture which has expressly been 
included solely for the benefit of one or more particular series of 
Securities, or which modifies the rights of Holders of Securities of 
such series, with respect to such covenant or provision, shall be deemed 
not to affect the rights under this Indenture of the Holders of 
Securities of any other series.

          Upon the request of the Issuer, accompanied by a copy of a 
resolution of the Board of Directors certified by the secretary or an 
assistant secretary of the Issuer authorizing the execution of any such 
supplemental indenture, and upon the filing with the Trustee of evidence 
of the consent of Securityholders as aforesaid and other documents, if 
any, required by Section 7.1, the Trustee shall join with the Issuer in 
the execution of such supplemental indenture unless such supplemental 
indenture affects the Trustee's own rights, duties or immunities under 
this Indenture or otherwise, in which case the Trustee may in its 
discretion, but shall not be obligated to, enter into such supplemental 
indenture.

          It shall not be necessary for the consent of the 
Securityholders under this Section to approve the particular form of any 
proposed supplemental indenture, but it shall be sufficient if such 
consent shall approve the substance thereof.

          Promptly after the execution by the Issuer and the Trustee of 
any supplemental indenture pursuant to the provisions of this Section, 
the Issuer shall mail a notice thereof to the Holders of then 
Outstanding Securities of each series affected thereby, by mailing a 
notice thereof by first-class mail to such Holders at their addresses as 
they shall appear on the Security register.   Any failure of the Issuer 
to mail such notice, or any defect therein, shall not, however, in any 
way impair or affect the validity of any such supplemental Indenture.


<PAGE> 65

          SECTION 8.3.     EFFECT OF SUPPLEMENTAL INDENTURE.  Upon the 
execution of any supplemental indenture pursuant to the provisions 
hereof, this Indenture shall be and be deemed to be modified and amended 
in accordance therewith and the respective rights, limitations of 
rights, obligations, duties and immunities under this Indenture of the 
Trustee, the Issuer and the Holders of Securities of each series 
affected thereby shall thereafter be determined, exercised and enforced 
hereunder subject in all respects to such modifications and amendments, 
and all the terms and conditions of any such supplemental indenture 
shall be and be deemed to be part of the terms and conditions of this 
Indenture for any and all purposes.

          SECTION 8.4.     DOCUMENTS TO BE GIVEN TO TRUSTEE.  The 
Trustee, subject to the provisions of Sections 6.1 and 6.2, may receive 
an Officers' Certificate and an Opinion of Counsel as conclusive 
evidence that any supplemental indenture executed pursuant to this 
Article 8 complies with the applicable provisions of this Indenture.

          SECTION 8.5.     NOTATION ON SECURITIES IN RESPECT OF 
SUPPLEMENTAL INDENTURES.  Securities of any series authenticated and 
delivered after the execution of any supplemental indenture pursuant to 
the provisions of this Article may bear a notation in form approved by 
the Trustee upon advice of counsel for such series as to any matter 
provided for by such supplemental indenture or as to any action taken at 
any such meeting.  If the Issuer or the Trustee shall so determine, new 
Securities of any series so modified as to conform, in the opinion of 
the Trustee (as to form) and the Board of Directors (as to form and 
substance), to any modification of this Indenture contained in any such 
supplemental indenture may be prepared by the Issuer, authenticated by 
the Trustee and delivered in exchange for the Securities of such series 
then outstanding.



<PAGE> 66

                           ARTICLE 9

                CONSOLIDATION, MERGER, SALE OR CONVEYANCE

          SECTION 9.1.     ISSUER MAY CONSOLIDATE, ETC., ON CERTAIN 
TERMS.  The Issuer covenants that it will not merge or consolidate with 
any other corporation or sell or convey all or substantially all of its 
assets to any Person, unless (i) either the Issuer shall be the 
continuing corporation, or the successor corporation or the Person which 
acquires by sale or conveyance substantially all the assets of the 
Issuer (if other than the Issuer) shall be a corporation or entity 
organized under the laws of the United States of America or any state 
thereof and shall expressly assume the due and punctual payment of the 
principal of and interest, if any,  on all the Securities, according to 
their tenor, and the due and punctual performance and observance of all 
of the covenants and conditions of this Indenture to be performed or 
observed by the Issuer, by supplemental indenture satisfactory to the 
Trustee, executed and delivered to the Trustee by such corporation or 
entity, and (ii) the Issuer or such successor corporation or entity, as 
the case may be, shall not, immediately after such merger or 
consolidation, or such sale or conveyance, be in default in the 
performance of any such covenant or condition.

          SECTION 9.2.     SUCCESSOR ISSUER SUBSTITUTED.  In case of any 
such consolidation, merger, sale or conveyance, and following such an 
assumption by the successor corporation, such successor corporation 
shall succeed to and be substituted for the Issuer, with the same effect 
as if it had been named herein.  Such successor corporation may cause to 
be signed, and may issue either in its own name or in the name of the 
Issuer prior to such succession any or all of the Securities issuable 
hereunder, which theretofore shall not have been signed by the Issuer 
and delivered to the Trustee; and, upon the order of such successor 
corporation instead of the Issuer and subject to all the terms, 
conditions and limitations in this Indenture prescribed, the Trustee 
shall authenticate and shall deliver any Securities, which previously 
shall have been signed and delivered by the officers of the Issuer to 
the Trustee for authentication, and any Securities, which such successor 
corporation thereafter shall cause to be signed and delivered to the 
Trustee for that purpose.  All of the Securities so issued, shall in all 
respects have the same legal rank and benefit under this Indenture as 
the Securities theretofore or thereafter issued in accordance with the 
terms of this 


<PAGE> 67

Indenture as though all of such Securities had been issued at the date 
of the execution hereof.

          In case of any such consolidation, merger, sale, lease or 
conveyance such changes in phraseology and form (but not in substance) 
may be made in the Securities thereafter to be issued as may be 
appropriate.

          In the event of any such sale or conveyance (other than a 
conveyance by way of lease) the Issuer or any successor corporation 
which shall theretofore have become such in the manner described in this 
Article shall be discharged from all obligations and covenants under 
this Indenture and the Securities and may be liquidated and dissolved.

          SECTION 9.3.     OPINION OF COUNSEL TO TRUSTEE.  The Trustee, 
subject to the provisions of Sections 6.1 and 6.2, may receive an 
Opinion of Counsel, prepared in accordance with Section 11.5, as 
conclusive evidence that any such consolidation, merger, sale, lease or 
conveyance, and any such assumption, and any such liquidation or 
dissolution, complies with the applicable provisions of this Indenture.

                              ARTICLE 10

                SATISFACTION AND DISCHARGE OF INDENTURE;
                          UNCLAIMED MONEYS

          SECTION 10.1.     SATISFACTION AND DISCHARGE OF INDENTURE. 
This Indenture shall cease to be of further effect with respect to any 
series of Securities (except as to any surviving rights of conversion or 
transfer or exchange of Securities of such series expressly provided for 
herein or in the form of Security for such series), and the Trustee, on 
demand of and at the expense of the Issuer, shall execute proper 
instruments acknowledging satisfaction and discharge of this Indenture 
as to such series, when

     (1)     either

          (A)     all Securities of that series theretofore 
authenticated and delivered (other than (i) Securities of such series 
which have been destroyed, lost or stolen and which have been replaced 
or paid as provided in Section 2.9, and (ii) Securities of such series 
for whose payment money has theretofore been deposited in trust or 
segregated and held in trust by the Issuer and thereafter repaid to the 
Issuer or discharged from such trust, as provided in Section 


<PAGE> 68

3.4) have been delivered to the Trustee canceled or for cancellation; or 

          (B)     all such Securities of that series not theretofore 
delivered to the Trustee canceled or for cancellation

               (i)     have become due and payable, or 

               (ii)     will become due and payable at their stated 
maturity within one year, or 

               (iii) are to be called for redemption within one year 
under arrangements satisfactory to the Trustee for the giving of 
notice of redemption by the Trustee in the name, and at the 
expense, of the Issuer,

and the Issuer, in the case of (i), (ii) or (iii) above, has deposited 
or caused to be deposited with the Trustee as trust funds in trust for 
the purpose an amount, which shall be immediately due and payable, 
sufficient to pay and discharge the entire indebtedness on such 
Securities not theretofore delivered to the Trustee canceled or for 
cancellation, for principal (and premium, if any) and interest, if any, 
to the date of such deposit (in the case of Securities which have become 
due and payable), or to the stated maturity or redemption date, as the 
case may be;

     (2)     the Issuer has paid or caused to be paid all other sums 
payable hereunder by the Issuer with respect to the Securities of such 
series; and 

     (3)     the Issuer has delivered to the Trustee an Officers' 
Certificate and an Opinion of Counsel, each stating that all conditions 
precedent herein provided for relating to the satisfaction and discharge 
of this Indenture with respect to the Securities of such series have 
been complied with.

     SECTION 10.2.     APPLICATION OF TRUST MONEY.  All money deposited 
with the Trustee pursuant to Section 10.1 or Section 10.3 shall be held 
in trust and applied by it, in accordance with the provisions of the 
series of Securities in respect of which it was deposited and this 
Indenture, to the payment, either directly or through any Paying Agent 
(including the Issuer acting as its own Paying Agent), to the Persons 
entitled thereto, of the principal (and premium, if any) and interest 
for whose payment such money has been deposited with the Trustee; but 
such money need not be 


<PAGE> 69

segregated from other funds except to the extent required by law.

     SECTION 10.3.     DEFEASANCE UPON DEPOSIT OF FUNDS OR GOVERNMENT 
OBLIGATIONS.  Unless pursuant to Section 2.3 provision is made that this 
Section 10.3 shall not be applicable to the Securities of any series, at 
the Issuer's option, either (a) the Issuer shall be deemed to have been 
Discharged (as defined below) from its obligations with respect to any 
series of Securities after the applicable conditions set forth below 
have been satisfied or (b) the Issuer shall cease to be under any 
obligation to comply with any term, provision or condition set forth in 
Sections 3.6 and 3.7 (and any other Sections applicable to such 
Securities that are determined pursuant to Section 2.3 to be subject to 
this provision) with respect to any series of Securities at any time 
after the applicable conditions set forth below have been satisfied:

          (1)     the Issuer shall have deposited or caused to be 
deposited irrevocably with the Trustee as trust funds in trust, 
specifically pledged as security for, and dedicated solely to, the 
benefit of the Holders of the Securities of such series (i) money 
in an amount, or (ii) the equivalent in securities of the 
government which issued the currency in which the Securities of 
such series are denominated or securities issued by government 
agencies backed by the full faith and credit of such government, 
which through the payment of interest and principal in respect 
thereof in accordance with their terms will provide, not later 
than one day before the due date of any payment, money in an 
amount, or (iii) a combination of (i) and (ii), sufficient, in the 
opinion (with respect to (ii) and (iii)) of a nationally 
recognized firm of independent public accountants expressed in a 
written certification thereof delivered to the Trustee, to pay and 
discharge each installment of principal (including mandatory 
sinking fund payments) and any premium of, interest on and any 
repurchase obligations with respect to the outstanding securities 
of such series on the dates such installments of interest or 
principal or repurchase obligations are due;

          (2)     no Event of Default or event (including such deposit) 
which with notice or lapse of time would become an Event of 
Default with respect to the Securities of such series shall have 
occurred and be continuing on the date of such deposit; and 


<PAGE> 70

          (3)     the Issuer shall have delivered to the Trustee an 
Opinion of Counsel, from counsel who is not an employee of the 
Issuer but which may be outside general counsel to the Issuer, to 
the effect that Holders of the Securities of such series will not 
recognize income, gain or loss for Federal income tax purposes as 
a result of the Issuer's exercise of its option under this Section 
10.3 and will be subject to Federal income tax on the same amount 
and in the same manner and at the same times as would have been 
the case if such option had not been exercised, and, in the case 
of Securities being Discharged, such opinion shall be based upon 
at least one of the following authorities (issued, enacted or 
promulgated after the date of this Indenture), substantially on 
point and to the foregoing effect: (i) a public ruling of the 
Internal Revenue Service, (ii) a private ruling of the Internal 
Revenue Service issued to the Issuer with respect to the 
Securities, (iii) a provision of the Internal Revenue Code, or 
(iv) a final regulation promulgated by the Department of the 
Treasury.

          The term "Discharged" means that the Issuer shall be deemed to 
have paid and discharged the entire indebtedness represented by, 
and obligations under, the Securities of such series and to have 
satisfied all the obligations under this Indenture relating to the 
Securities of such series (and the Trustee, at the expense of the 
Issuer, shall execute proper instruments acknowledging the same), 
except (A) the rights of Holders of Securities to receive, from 
the trust fund described in Subsection (1) above, payment of the 
principal and any premium of and any interest on such Securities 
when such payments are due; (B) the Issuer's obligations with 
respect to such Securities under Sections 2.8, 2.9, 3.2, 3.4, 6.6 
and 10.2; and (C) the rights, powers, trusts, duties and 
immunities of the Trustee hereunder (including, without 
limitation, its rights under Section 6.6 hereunder).

          SECTION 10.4.     REPAYMENT OF MONEYS HELD BY PAYING AGENT.  
In connection with the satisfaction and discharge of this Indenture with 
respect to Securities of any series, all moneys then held by any paying 
agent under the provisions of this Indenture with respect to such series 
of Securities shall, upon demand of the Issuer, be repaid to it or paid 
to the Trustee and thereupon such paying agent shall be 


<PAGE> 71

released from all further liability with respect to such moneys.

          SECTION 10.5.     RETURN OF MONEYS HELD BY TRUSTEE AND PAYING 
AGENT UNCLAIMED FOR THREE YEARS.  Any moneys deposited with or paid to 
the Trustee or any paying agent for the payment of the principal of or 
interest on any Security of any series and not applied but remaining 
unclaimed for three years after the date upon which such principal or 
interest shall have become due and payable, shall, upon the written 
request of the Issuer and unless otherwise required by mandatory 
provisions of applicable escheat or abandoned or unclaimed property law 
(as advised by counsel, pursuant to Section 6.2), be repaid to the 
Issuer by the Trustee for such series or such paying agent, and the 
Holder of the Security of such series shall, unless otherwise required 
by mandatory provisions of applicable escheat or abandoned or unclaimed 
property laws, thereafter look only to the Issuer for any payment which 
such Holder may be entitled to collect, and all liability of the Trustee 
or any paying agent with respect to such moneys shall thereupon cease.

                           ARTICLE 11

                    MISCELLANEOUS PROVISIONS

          SECTION 11.1.     INCORPORATORS, STOCKHOLDERS, OFFICERS AND 
DIRECTORS OF ISSUER EXEMPT FROM INDIVIDUAL LIABILITY.  No recourse under 
or upon any obligation, covenant or agreement contained in this 
Indenture, or in any Security, or because of any indebtedness evidenced 
thereby, shall be had against any incorporator, as such, or against any 
past, present or future stockholder, officer or director, as such, of 
the Issuer or of any successor, either directly or through the Issuer or 
any successor, under any rule of law, statute or constitutional 
provision or by the enforcement of any assessment or by any legal or 
equitable proceeding or otherwise, all such liability being expressly 
waived and released by the acceptance of the Securities by the Holders 
thereof and as part of the consideration for the issue of the 
Securities.

          SECTION 11.2.     PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT 
OF PARTIES AND HOLDERS OF SECURITIES.  Nothing in this Indenture or in 
the Securities, expressed or implied, shall give or be construed to give 
to any person, firm or corporation, other than the parties hereto and 
their successors and the Holders of the Securities any legal or 


<PAGE> 72

equitable right, remedy or claim under this Indenture or under any 
covenant or provision herein contained, all such covenants and 
provisions being for the sole benefit of the parties hereto and their 
successors and of the Holders of the Securities.

          SECTION 11.3.     SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY 
INDENTURE.  All the covenants, stipulations promises and agreements in 
this Indenture contained by or on behalf of the Issuer shall bind its 
successors and assigns, whether so expressed or not.

          SECTION 11.4.     NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND 
HOLDERS OF SECURITIES.  Any notice or demand which by any provision of 
this Indenture is required or permitted to be given or served by the 
Trustee or by the Holders of Securities to or on the Issuer may be given 
or served by being deposited postage prepaid, first-class mail (except 
as otherwise specifically provided herein) addressed (until another 
address of the Issuer is filed by the Issuer with the Trustee) to Unisys 
Corporation, Township Line and Union Meeting Roads, Blue Bell, 
Pennsylvania 19424, Attention: General Counsel.  Any notice,  direction, 
request or demand by the Issuer or any holder of Securities to or upon 
the Trustee shall be deemed to have been sufficiently given or made, for 
all purposes, if given or made at the Corporate Trust Office.

          In case, by reason of the suspension of or irregularities in 
regular mail service, it shall be impracticable to mail notice to the 
Issuer when such notice is required to be given pursuant to any 
provision of this Indenture, then any manner of giving such notice as 
shall be reasonably satisfactory to the Issuer shall be deemed to be a 
sufficient giving of such notice.

          SECTION 11.5.     OFFICERS' CERTIFICATES AND OPINIONS OF 
COUNSEL; STATEMENTS TO BE CONTAINED THEREIN.  Upon any application or 
demand by the Issuer to the Trustee to take any action under any of the 
provisions of this Indenture, the Issuer shall furnish to the Trustee an 
Officers' Certificate stating that all conditions precedent provided for 
in this Indenture relating to the proposed action have been complied 
with and an Opinion of Counsel stating that in the opinion of such 
counsel all such conditions precedent have been complied with.

          Each certificate or opinion provided for in this Indenture and 
delivered to the Trustee with respect to 


<PAGE> 73

compliance with a condition or covenant provided for in this Indenture 
shall include (a) a statement that the person making such certificate or 
opinion has read such covenant or condition, (b) a brief statement as to 
the nature and scope of the examination or investigation upon which the 
statements or opinions contained in such certificate or opinion are 
based, (c) a statement that, in the opinion of such person, he has made 
such examination or investigation as is necessary to enable him to 
express an informed opinion as to whether or not such covenant or 
condition has been complied with and (d) a statement as to whether or 
not, in the opinion of such person, such condition or covenant has been 
complied with.

          Any certificate, statement or opinion of an officer of the 
Issuer may be based, insofar as it relates to legal matters, upon a 
certificate or opinion of or representations by counsel, unless such 
officer knows that the certificate or opinion or representations with 
respect to the matters upon which his certificate, statement or opinion 
may be based as aforesaid are erroneous, or in the exercise of 
reasonable care should know that the same are erroneous.  Any 
certificate, statement or opinion of counsel may be based, insofar as it 
relates to factual matters, information with respect to which is in the 
possession of the Issuer, upon the certificate, statement or opinion of 
or representations by an officer or officers of the Issuer, unless such 
counsel knows that the certificate, statement or opinion or 
representations with respect to the matters upon which his certificate, 
statement or opinion may be based as aforesaid are erroneous, or in the 
exercise of reasonable care should know that the same are erroneous.

          Any certificate, statement or opinion of an officer of the 
Issuer or of counsel may be based, insofar as it relates to accounting 
matters, upon a certificate or opinion of or representations by an 
accountant or firm of accountants in the employ of the Issuer, unless 
such officer or counsel, as the case may be, knows that the certificate 
or opinion or representations with respect to the accounting matters 
upon which his certificate, statement or opinion may be based as 
aforesaid are erroneous, or in the exercise of reasonable care should 
know that the same are erroneous.

          Any certificate or opinion of any independent firm of public 
accountants filed with the Trustee shall contain a statement that such 
firm is independent.


<PAGE> 74

          SECTION 11.6.     PAYMENTS DUE ON SATURDAYS, SUNDAYS AND 
HOLIDAYS.  If the date of maturity of interest, if any, on or principal 
of the Securities of any series or the date fixed for redemption or 
repayment of any such Security shall not be a Business Day, then payment 
of interest or principal need not be made on such date, but may be made 
on the next succeeding Business Day with the same force and effect as if 
made on the date of maturity or the date fixed for redemption, and no 
interest shall accrue for the period after such date.

          SECTION 11.7.     CONFLICT OF ANY PROVISION OF INDENTURE WITH 
TRUST INDENTURE ACT OF 1939.  If and to the extent that any provision of 
this Indenture limits, qualifies or conflicts with another provision 
included in this Indenture which is required to be included herein by 
any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 
1939, such required provision shall control.

          SECTION 11.8.     NEW YORK LAW TO GOVERN.  This Indenture and 
each Security shall be deemed to be a contract under the laws of the 
state of New York, and for all purposes shall be construed in accordance 
with the laws of such state, except as may otherwise be required by 
mandatory provisions of law.

          SECTION 11.9.     COUNTERPARTS.  This Indenture may be 
executed in any number of counterparts, each of which shall be an 
original; but such counterparts shall together constitute one and the 
same instrument.

          SECTION 11.10.     EFFECT OF HEADINGS.  The Article and 
Section headings herein and the Table of Contents are for convenience 
only and shall not affect the construction hereof.

          SECTION 11.11.     SECURITIES IN A FOREIGN CURRENCY OR IN ECU. 
 (a)  Whenever for purposes of this Indenture any action may be taken by 
the holders of a specified percentage in aggregate principal amount of 
Securities of all series at the time outstanding and, at such time, 
there are outstanding Securities of any series which are denominated in 
a currency or currencies or currency unit or currency units other than 
Dollars, then the principal amount of Securities of such series which 
shall be deemed to be outstanding for the purpose of taking such action 
shall be that amount of Dollars that could be obtained for such 
principal amount based on (i) in the case of Securities 


<PAGE> 75

denominated in a foreign currency, the Market Exchange Rate in effect on 
the date on which such action is to be taken (the "Determination Date") 
or (ii) in the case of Securities denominated in ECU, the Official ECU 
Exchange Rate (or, if ECU ceases to be used both (a) within the European 
Monetary System and (b) for the settlement of transactions by public 
institutions of or within the European Communities, then based on the 
Dollar Equivalent of the ECU) on the Determination Date.  The provisions 
of this paragraph shall apply in determining the equivalent number of 
votes to which each securityholder or proxy shall be entitled in respect 
of Securities of a series denominated in a currency other than Dollars 
in connection with any vote taken by holders of Securities pursuant to 
the terms of this Indenture.

          (b)     For the purposes of this Section 11.11, the following 
terms shall have the following meanings:

          "Component Currency" means any currency which, on the 
Conversion Date, was a component currency of the ECU.

          "Conversion Date" means the last date on which ECU was 
used either (i) within the European Monetary System or (ii) 
for the settlement of transactions by public institutions of 
or within the European Communities.

          "Dollar Equivalent of the ECU" means the amount, as 
calculated by the Trustee on each Determination Date, equal 
to the sum obtained by adding together the results obtained 
by converting the Specified Amount of each Component 
Currency into Dollars at the Market Exchange Rate on the 
Determination Date for such Component Currency.

          "European Communities" means the European Economic 
Community, the European Coal and Steel Community and the 
European Atomic Energy Community.

          "Market Exchange Rate" shall mean for any currency the 
noon Dollar buying rate for that currency for cable 
transfers quoted in New York City on the Determination Date 
as certified for customs purposes by the Federal Reserve 
Bank of New York.  If such rates are not available for any 
reason with respect to one or more currencies for which an 
exchange rate is required, the Trustee 


<PAGE> 76

shall use without liability on its part, such quotation of the 
Federal Reserve Bank of New York as of the most recent 
available date, or if such quotation is unavailable, 
quotations from Citibank, N.A., or if unavailable, any other 
bank with combined assets of at least $500 million in New 
York City or in the country of issue of the currency in 
question, or such other quotations as the Issuer shall deem 
appropriate.  Unless otherwise specified by the Trustee, if 
there is more than one market for dealing in any currency by 
reason of foreign exchange regulations or otherwise, the 
market to be used in respect of such currency shall be that 
upon which a nonresident issuer of securities designated in 
such currency would purchase such currency in order to make 
payments in respect of such securities, as advised by the 
Issuer.

          "Official ECU Exchange Rate" applicable to any currency 
with respect to any payment to be made hereunder means the 
exchange rate between the ECU and such currency reported by 
the Commission of the European Communities (currently based 
on the rates in effect at 2:30 p.m., Brussels time, on the 
relevant exchange markets) or if such exchange rate ceases 
to be so reported, then such exchange rate shall be 
determined by the Trustee using, without liability on its 
part, quotations from Citibank, N.A., or if unavailable, any 
other bank with combined assets of at least $500 million in 
New York City or if such quotation is unavailable, such 
other quotations as the Issuer shall deem appropriate, on 
the applicable Determination Date.

          "Specified Amount" of a Component Currency means the 
number of units or fractions thereof which such Component 
Currency represented in the ECU on the Conversion Date.  If 
after the Conversion Date the official unit of any Component 
Currency is altered by way of combination or subdivision, 
the Specified Amount of such Component Currency shall be 
divided or multiplied in the same proportion.  If after the 
Conversion Date two or more Component Currencies are 
consolidated into a single currency, the respective 
Specified Amounts of such Component Currencies shall be 
replaced by an amount in such 


<PAGE> 77

single currency equal to the sum of the respective Specified 
Amounts of such consolidated Component Currencies expressed 
in such single currency, and such amount shall thereafter be 
a Specified Amount and such single currency shall thereafter 
be a Component Currency.  If after the Conversion Date any 
Component Currency shall be divided into two or more 
currencies, the Specified Amount of such Component Currency 
shall be replaced by specified amounts of such two or more 
currencies, the sum of which, at the market Exchange Rate of 
such two or more currencies on the date of such replacement, 
shall be equal to the Specified Amount of such former 
Component Currency divided by the number of currencies into 
which such Component Currency was divided, and such amounts 
shall thereafter be Specified Amounts and such currencies 
shall thereafter be Component Currencies.

          (c)     All decisions and determinations of the Trustee 
regarding the Market Exchange Rate and the ECU Exchange Rate shall, in 
the absence of manifest error, be conclusive for all purposes and 
irrevocably binding upon the Issuer and all Holders.

          SECTION 11.12.     JUDGMENT CURRENCY.  The obligation of the 
Issuer in respect of any sum due to any securityholder hereunder shall, 
notwithstanding any judgment in a currency (the "Judgment Currency") 
other than the currency in which the payment is due (the "Required 
Currency"), be discharged only to the extent that on the Business Day 
following receipt by such securityholder of any sum adjudged to be so 
due in the Judgment Currency, such securityholder may in accordance with 
normal banking procedures purchase the amount originally due to such 
securityholder in the Required Currency with the Judgment Currency; if 
the amount of the Required Currency so purchased is less than the sum 
originally due to such securityholder in the Required Currency, the 
Issuer agrees, as a separate obligation and notwithstanding any such 
judgment, to indemnify such securityholder against such loss, and if the 
amount of the Required Currency so purchased exceeds the sum originally 
due to such securityholder, such securityholder agrees to remit to the 
Issuer such excess.



<PAGE> 78

                             ARTICLE 12

                  REDEMPTION OF SECURITIES AND SINKING FUNDS

          SECTION 12.1.     APPLICABILITY OF ARTICLE.  The provisions of 
this Article shall be applicable to the Securities of any series which 
are redeemable before their maturity or to any sinking fund for the 
retirement of Securities of a series except as otherwise specified as 
contemplated by Section 2.3 for Securities of such series.

          SECTION 12.2.     NOTICE OF FULL AND PARTIAL REDEMPTION; 
PARTIAL REDEMPTIONS.  Notice of redemption to the Holders of Securities 
of any series to be redeemed as a whole or in part at the option of the 
Issuer shall be given by mailing notice of such redemption by first 
class mail, postage prepaid, at least 30 days and not more than 60 days 
prior to the date fixed for redemption to such Holders of Securities of 
such series at their last addresses as they shall appear upon the 
registry books.  Any notice which is mailed in the manner herein 
provided shall be conclusively presumed to have been duly given, whether 
or not the Holder receives the notice.  Failure to give notice by mail, 
or any defect in the notice to the Holder of any Security of a series 
designated for redemption as a whole or in part shall not affect the 
validity of the proceedings for the redemption of any other Security of 
such series. 

          The notice of redemption to each such Holder shall specify (i) 
the principal amount of each Security of such series held by such Holder 
to be redeemed, (ii) the date fixed for redemption, (iii) the redemption 
price (and premium, if any), (iv) the place or places of payment, (v) 
that payment will be made upon presentation and surrender of such 
Securities, (vi) that such redemption is pursuant to the mandatory or 
optional sinking fund, or both, if such be the case, (vii) that interest 
accrued to the date fixed for redemption will be paid as specified in 
such notice and (viii) that on and after said date interest thereon or 
on the portions thereof to be redeemed will cease to accrue.  In case 
any Security of a series is to be redeemed in part only the notice of 
redemption shall state the portion of the principal amount thereof to be 
redeemed and shall state that on and after the date fixed for 
redemption, upon surrender of such Security, a new Security or 
Securities of such series in principal amount equal to the unredeemed 
portion thereof will be issued.


<PAGE> 79

          The notice of redemption of Securities of any series to be 
redeemed at the option of the Issuer shall be given by the Issuer or, at 
the Issuer's request, by the Trustee in the name and at the expense of 
the Issuer.

          On or before the redemption date specified in the notice of 
redemption given as provided in this Section, the Issuer will deposit 
with the Trustee or with one or more paying agents (or, if the Issuer is 
acting as its own paying agent, set aside, segregate and hold in trust 
as provided in Section 3.4) an amount of money sufficient to redeem on 
the redemption date all the Securities of such series so called for 
redemption at the appropriate redemption price, together with accrued 
interest to the date fixed for redemption (and premium, if any).  The 
election of the Issuer to redeem any Securities shall be evidenced by a 
Board Resolution in addition to any other requirements set forth 
hereunder.  If less than all the outstanding Securities of a series are 
to be redeemed, the Issuer will deliver to the Trustee at least 60 days 
(or such shorter period as shall be acceptable to the Trustee for its 
convenience) prior to the date fixed for redemption an Officers' 
Certificate stating the aggregate principal amount of Securities to be 
redeemed.

          If less than all the Securities of a series are to be 
redeemed, the Trustee shall, subject to Section 12.4, select by lot 
Securities of such Series to be redeemed in whole or in part.  
Securities may be redeemed in part in multiples equal to the minimum 
authorized denomination for Securities of such series or any multiple 
thereof.  The Trustee shall promptly notify the Issuer in writing of the 
Securities of such series selected for redemption and, in the case of 
any Securities of such series selected for partial redemption, the 
principal amount thereof to be redeemed.  For all purposes of this 
Indenture, unless the context otherwise requires, all provisions 
relating to the redemption of Securities of any series shall relate, in 
the case of any Security redeemed or to be redeemed only in part, to the 
portion of the principal amount of such Security which has been or is to 
be redeemed.

          SECTION 12.3.     PAYMENT OF SECURITIES CALLED FOR REDEMPTION. 
 If notice of redemption has been given as above provided, the 
Securities or portions of Securities specified in such notice shall 
become due and payable on the date and at the place stated in such 
notice at the applicable redemption price (and premium, if any), 
together with interest, if any, accrued to the date fixed for 
redemption, and on and after said date (unless the Issuer shall default 


<PAGE> 80

in the payment of such Securities at the redemption price, together with 
interest accrued to said date) interest on the Securities or portions of 
Securities so called for redemption shall cease to accrue shall be void, 
and except as provided in Sections 6.5 and 10.5, such Securities shall 
cease from and after the date fixed for redemption to be entitled to any 
benefit or security under this Indenture, and the Holders thereof shall 
have no right in respect of such Securities except the right to receive 
the redemption price (and premium, if any) thereof and unpaid interest 
to the date fixed for redemption.  On presentation and surrender of such 
Securities at a place of payment specified in said notice, said 
Securities or the specified portions thereof shall be paid and redeemed 
by the Issuer at the applicable redemption price (and premium, if any), 
together with interest, if any, accrued thereon to the date fixed for 
redemption; provided that payment of interest, if any, becoming due on 
or prior to the date fixed for redemption shall be payable to the 
Holders of Securities registered as such on the relevant record date 
subject to the terms and provisions of Section 2.4 hereof.

          If any Security called for redemption shall not be so paid 
upon surrender thereof for redemption, the principal shall, until paid 
or duly provided for, bear interest from the date fixed for redemption 
at the rate of interest or Yield to Maturity (in the case of an Original 
Issue Discount Security) borne by the Security.

          Upon presentation of any Security redeemed in part only, the 
Issuer shall execute and the Trustee shall authenticate and deliver to 
or on the order of the Holder thereof, at the expense of the Issuer, a 
new Security or Securities of such series, of authorized denominations, 
in principal amount equal to the unredeemed portion of the Security so 
presented.

          SECTION 12.4.     EXCLUSION OF CERTAIN SECURITIES FROM 
ELIGIBILITY FOR SELECTION FOR REDEMPTION.  Securities shall be excluded 
from eligibility for selection for redemption if they are identified by 
registration and certificate number in a written statement signed by an 
authorized officer of the Issuer and delivered to the Trustee at least 
40 days prior to the last date on which notice of redemption may be 
given as being owned of record and beneficially by, and not pledged or 
hypothecated by, either (a) the Issuer or (b) an entity specifically 
identified in such written statement directly or indirectly 


<PAGE> 81

controlling or controlled by or under direct or indirect common control 
with the Issuer. 

          SECTION 12.5.     MANDATORY AND OPTIONAL SINKING FUNDS.  The 
minimum amount of any sinking fund payment provided for by the terms of 
Securities of any series is herein referred to as a "mandatory sinking 
fund payment", and any payment in excess of such minimum amount provided 
for by the terms of Securities of any series is herein referred to as an 
"optional sinking fund payment".  The date on which a sinking fund 
payment is to be made is herein referred to as the "sinking fund payment 
date".

          In lieu of making all or any part of any mandatory sinking 
fund payment with respect to any series of Securities in cash, the 
Issuer may at its option (a) deliver to the Trustee Securities of such 
series theretofore purchased or otherwise acquired (except upon 
redemption pursuant to the mandatory sinking fund) by the Issuer or 
receive credit for Securities of such series (not previously so 
credited) theretofore purchased or otherwise acquired (except as 
aforesaid) by the Issuer and delivered to the Trustee for cancellation 
pursuant to Section 2.10, (b) receive credit for optional sinking fund 
payments (not previously so credited) made pursuant to this Section, or 
(c) receive credit for Securities of such series (not previously so 
credited) redeemed by the Issuer through any optional redemption 
provision contained in the terms of such series.  Securities so 
delivered or credited shall be received or credited by the Trustee at 
the sinking fund redemption price specified in such Securities.

          On or before the forty-fifth day next preceding each sinking 
fund payment date for any series, the Issuer will deliver to the Trustee 
a written statement signed by an authorized officer of the Issuer (a) 
specifying the portion of the mandatory sinking fund payment to be 
satisfied by payment of cash and the portion to be satisfied by credit 
of Securities of such series, (b) stating that none of the Securities of 
such series has theretofore been so credited, (c) stating that no 
defaults in the payment of interest or Events of Default with respect to 
such series have occurred (which have not been waived or cured) and are 
continuing and (d) stating whether or not the Issuer intends to exercise 
its right to make an optional sinking fund payment with respect to such 
series and, if so, specifying the amount of such optional sinking fund 
payment which the Issuer intends to pay on or before the next succeeding 
sinking fund payment date.  Any Securities of such series to be credited 
and 


<PAGE> 82

required to be delivered to the Trustee in order for the Issuer to be 
entitled to credit therefor as aforesaid which have not theretofore been 
delivered to the Trustee shall be delivered for cancellation pursuant to 
Section 2.10 to the Trustee with such written statement (or reasonably 
promptly thereafter if acceptable to the Trustee).  Such written 
statement shall be irrevocable and upon its receipt by the Trustee the 
Issuer shall become unconditionally obligated to make all the cash 
payments or payments therein referred to, if any, on or before the next 
succeeding sinking fund payment date.  Failure of the Issuer, on or 
before any such forty-fifth day, to deliver such written statement and 
Securities specified in this paragraph, if any, shall not constitute a 
default but shall constitute, on and as of such date, the irrevocable 
election of the Issuer (i) that the mandatory sinking fund payment for 
such series due on the next succeeding sinking fund payment date shall 
be paid entirely in cash without the option to deliver or credit 
Securities of such series in respect thereof and (ii) that the Issuer 
will make no optional sinking fund payment with respect to such series 
as provided in this Section.

          If the sinking fund payment or payments (mandatory or optional 
or both) to be made in cash on the next succeeding sinking fund payment 
date plus any unused balance of any preceding sinking fund payments made 
in cash shall exceed $50,000 (or a lesser sum if the Issuer shall so 
request) with respect to the Securities of any particular series, such 
cash shall be applied on the next succeeding sinking fund payment date 
to the redemption of Securities of such series at the sinking fund 
redemption price together with accrued interest to the date fixed for 
redemption.  If such amount shall be $50,000 or less and the Issuer 
makes no such request then it shall be carried over and invested by the 
Trustee in mutual or trust fund institutions which are registered with 
the Commission under the Securities Act of 1933, as amended, and the 
Investment Company Act of 1940, as amended, and which have underlying 
investments consisting solely of and limited to United States Government 
obligations until a sum in excess of $50,000 is available.  The Trustee, 
upon written instruction from the Issuer, shall select, in the manner 
provided in Section 12.2, for redemption on such sinking fund payment 
date a specified principal amount of Securities of such series then 
Outstanding to absorb said cash, as nearly as may be, and shall (if 
requested in writing by the Issuer) inform the Issuer of the serial 
numbers of the Securities of such series (or portions thereof) so 
selected.  Securities of any series which are (a) owned by the Issuer or 
are certified by 


<PAGE> 83

the Issuer by means of an Officers' Certificate to be owned by an entity 
directly or indirectly controlling or controlled by or under direct or 
indirect common control with the Issuer, as shown by the Security 
register, and not actually known to a Responsible Officer of the Trustee 
to have been pledged or hypothecated by the Issuer or any such entity; 
or (b) identified in an Officers' Certificate at least 60 days prior to 
the sinking fund payment date as being beneficially owned by, and not 
pledged or hypothecated by, the Issuer or an entity directly or 
indirectly controlling or controlled by or under direct or indirect 
common control with the Issuer shall be excluded from Securities of such 
series eligible for selection for redemption.  The Trustee, in the name 
and at the expense of the Issuer (or the Issuer, if it shall so request 
the Trustee in writing) shall cause notice of redemption of the 
Securities of such series to be given in substantially the manner 
provided in Section 12.2 (and with the effect provided in Section 12.3) 
for the redemption of Securities of such series in part at the option of 
the Issuer.  The amount of any sinking fund payments not so applied or 
allocated to the redemption of Securities of such series shall be added 
to the next cash sinking fund payment for such series and, together with 
such payment, shall be applied in accordance with the provisions of this 
Section.  Any and all sinking fund moneys held on the stated maturity 
date of the Securities of any particular series (or earlier, if such 
maturity is accelerated), which are not held for the payment or 
redemption of particular Securities of such series shall be applied, 
together with other moneys, if necessary, sufficient for the purpose, to 
the payment of the principal of, and interest on, the Securities of such 
series at maturity.

          At least one day before each sinking fund payment date, the 
Issuer shall pay to the Trustee in cash or shall otherwise provide for 
the payment of all interest accrued to the date fixed for redemption on 
Securities to be redeemed on the next following sinking fund payment 
date.

          The Trustee shall not redeem or cause to be redeemed any 
Securities of a series with sinking fund moneys or mail any notice of 
redemption of Securities for such series by operation of the sinking 
fund during the continuance of a default in payment of interest on such 
Securities or of any Event of Default except that, where the mailing of 
notice of redemption of any Securities shall theretofore have been made, 
the Trustee shall redeem or cause to be redeemed such Securities, 
provided that it shall 


<PAGE> 84

have received from the Issuer a sum sufficient for such redemption.  
Except as aforesaid, any moneys in the sinking fund for such series at 
the time when any such default or Event of Default shall occur, and any 
moneys thereafter paid into the sinking fund, shall, during the 
continuance of such default or Event of Default, be deemed to have been 
collected under Article Five and held for the payment of all such 
Securities.  In case such Event of Default shall have been waived as 
provided in Section 5.10 or the default cured on or before the sixtieth 
day preceding the sinking fund payment date in any year, such moneys 
shall thereafter be applied on the next succeeding sinking fund payment 
date in accordance with this Section to the redemption of such 
Securities.


<PAGE> 85

          IN WITNESS WHEREOF, the parties hereto have caused this 
Indenture to be duly executed as of _________________.


                              UNISYS CORPORATION



                              By
                                -------------------------
                                Name:
                                Title:

Attest:


By 
  -----------------------
  Name:
  Title:



                              BANK OF MONTREAL TRUST COMPANY
                                not in its individual capacity,
                                but solely as Trustee



                              By 
                                --------------------------
                                Name:
                                Title:

Attest:


By 
  ----------------------
  Name:
  Title:




                           CERTIFICATE OF AMENDMENT
                                      OF
                    RESTATED CERTIFICATE OF INCORPORATION
                                    -----


     Unisys Corporation, a corporation organized and existing under and 
by virtue of the General Corporation Law of the State of Delaware, DOES 
HEREBY CERTIFY:

     FIRST:     That at a meeting of the Board of Directors of Unisys 
Corporation a resolution was duly adopted setting forth a proposed 
amendment to the Restated Certificate of Incorporation of said 
corporation, declaring said amendment to be advisable and calling a 
meeting of the stockholders of said corporation for consideration 
thereof.  The resolution setting forth the proposed amendment is as 
follows:

     RESOLVED, that the Board of Directors hereby deems advisable, and 
     recommends that the stockholders of the Corporation approve the 
     amendment of the Corporation's Certificate of Incorporation to 
     revise the first sentence of Article IV, Section 1 to read in its 
     entirety as follows:

          The total number of shares of all classes of stock which 
          the Corporation shall have authority to issue is 
          760,000,000 shares, divided into two classes consisting of 
          720,000,000 shares, of Common Stock, par value $.01 per 
          share ("Common Stock"), and 40,000,000 shares of Preferred 
          Stock, par value $1 per share ("Preferred
 Stock").

     SECOND:     That thereafter, pursuant to resolution of its Board 
of Directors, a meeting of the stockholders of said corporation was 
duly called and held, upon notice in accordance with Section 222 of the 
General Corporation Law of the State of Delaware at which meeting the 
necessary number of shares as required by statute were voted in favor 
of the amendment.

     THIRD:     That said amendment was duly adopted in accordance with 
the provisions of Section 242 of the General Corporation Law of the 
State of Delaware.

     IN WITNESS WHEREOF, Unisys Corporation has caused this 
certificate to be signed by Harold S. Barron, its Senior Vice 
President, General Counsel and Secretary this 24th day of April, 1998.

                                    UNISYS CORPORATION


                                 By  /s/ Harold S. Barron
                                     --------------------
                                      Harold S. Barron
                                    Senior Vice President, 
                                 General Counsel and Secretary


        ATTEST:

By: /s/Ronald C. Anderson
    ---------------------
    Ronald C. Anderson
    Assistant Secretary




May 5, 1998



Unisys Corporation
Township Line and Union Meeting Roads
P. O. Box 500
Blue Bell, PA  19424

RE:     Registration Statement on Form S-3

Gentlemen:

I am Senior Vice President, General Counsel and Secretary of Unisys 
Corporation, a Delaware corporation (the "Company"), and have represented the 
Company, with assistance from attorneys under my supervision in the Company's 
Office of the General Counsel (the "Unisys Attorneys"), in connection with the 
preparation of a Registration Statement on Form S-3 (the "Registration 
Statement") to be filed with the Securities and Exchange Commission (the 
"Commission") in connection with the registration under the Securities Act of 
1933, as amended (the "Act"), of $385,293,412 in the aggregate of the 
Company's (a) debt securities (the "Debt Securities"), (b) common stock, par 
value $.01 per share, and associated preferred share purchase rights (the 
"Common Stock"), (c) preferred stock, par value $1 per share (the "Preferred 
Stock") and (d) warrants to purchase Debt Securities, Preferred Stock or 
Common Stock (the "Warrants" and collectively with the Debt Securities, the 
Common Stock and the Preferred Stock, the "Securities").  The Registration 
Statement will also constitute Post-Effective Amendment No. 1 to a 
Registration
 Statement on Form S-3 (No. 333-20373) previously filed by the 
Company and declared effective on February 19, 1997 and Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-3 (No. 33-25715) 
previously filed by the Company and declared effective on January 26, 1989.  
Pursuant to Rule 429 of the rules and regulations of the Commission under the 
Act, the prospectus contained in the Registration Statement is a combined 
prospectus that also relates to an additional $314,706,588 of securities 
remaining unsold under such Registration Statements (Nos. 333-20373 and 33- 
25715).

In connection with this opinion, I or the Unisys Attorneys have reviewed (a) 
the Registration Statement, (b) the Indentures (the "Indentures") pursuant to 
which the Debt Securities are to be issued, (c) the Company's Certificate of 
Incorporation and (d) the Company's By-laws.  In addition, I or the Unisys 
Attorneys have examined such corporate records of the Company, such 
certificates of public officials, officers and representatives of the Company 
and such other certificates and instruments and have made such investigations 
of law as I or they have deemed appropriate for purposes of giving the 
opinions hereinafter expressed.

With respect to the opinions set forth below, I have assumed that, when the 
Securities are issued, sold and delivered by the Company, neither the terms of 
the Securities at the time of such issuance, sale and delivery nor any change 
in any law or regulation relating to or affecting the Company at the time of 
such issuance, sale and delivery will affect the legality, validity or binding 
nature of the Securities.  I have also assumed that the Securities will be 
issued, sold and delivered in a manner consistent with the Delaware General 
Corporation Law and the Company's Certificate of Incorporation and By-laws as 
in effect at the time of such issuance, sale and delivery.  With respect to 
the opinions set forth in paragraphs 2 and 3 below, I have assumed that the 
Company will have a sufficient number of shares of Common Stock and Preferred 
Stock, respectively, authorized for issuance and that the consideration 
received by the Company upon issuance of the shares of Common Stock and 
Preferred Stock, respectively, will be at least equal to the par value of such 
shares.

Based upon the foregoing and subject to the limitations set forth below, I am 
of the opinion that:

1. When (a) the terms of the Debt Securities have been established in 
accordance with the applicable Indenture and the resolutions of the 
Company's Board of Directors authorizing the creation, issuance and sale of 
the Debt Securities, (b) the Debt Securities have been executed and 
authenticated in accordance with the terms of the applicable Indenture and 
(c) the Debt Securities have been issued, sold and delivered as described 
in the Registration Statement and any prospectus supplement relating 
thereto (and, in the case of Debt Securities issuable upon conversion or 
exercise of other Securities, in accordance with the terms of such Security 
or the instrument governing such Security providing for such conversion or 
exercise), and in accordance with the terms of the applicable Indenture, 
the Debt Securities will be legal, valid and binding obligations of the 
Company, enforceable in accordance with their terms except as may be 
limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, 
moratorium or other similar laws affecting the enforcement of creditors' 
rights and by general principles of equity (regardless of whether such 
enforceability is considered in a proceeding in equity or at law).

2. The Common Stock when (a) authorized or reserved for issuance by, or in 
accordance with, appropriate resolutions of the Company's Board of 
Directors and (b) issued, sold and delivered as described in the 
Registration Statement and any prospectus supplement relating thereto (and, 
in the case of shares of Common Stock issuable upon conversion or exercise 
of other Securities, in accordance with the terms of such Security or the 
instrument governing such Security providing for such conversion or 
exercise) will be validly issued, fully paid and non-assessable.

3. When (a) the number and terms of any particular series of Preferred Stock 
have been established in accordance with the resolutions of the Company's 
Board of Directors authorizing the issuance and sale of Preferred Stock, 
(b) a certificate of designations conforming to the Delaware General 
Corporation Law regarding such series has been filed with the Secretary of 
State of the State of Delaware and (c) the Preferred Stock of such series 
has been issued, sold and delivered as described in the Registration 
Statement and any prospectus supplement relating thereto (and, in the case 
of shares of Preferred Stock issuable upon conversion or exercise of other 
Securities, in accordance with the terms of such Security or the instrument 
governing such Security providing for such conversion or exercise), and in 
accordance with the terms of such series, the Preferred Stock of such 
series will be validly issued, fully paid and non-assessable.

4. When (a) the terms of the Warrants have been established in accordance with 


the resolutions of the Company's Board of Directors authorizing the 
creation, issuance and sale of the Warrants, (b) the Warrant Agreement or 
Agreements relating to the Warrants have been duly authorized and validly 
executed and delivered by the Company and the Warrant Agent appointed by 
the Company, (c) the Warrants or certificates representing the Warrants 
have been executed and countersigned in accordance with the applicable 
Warrant Agreement and (d) the Warrants have been issued, sold and delivered 
as described in the Registration Statement, any prospectus supplement 
relating thereto and the applicable Warrant Agreement, the Warrants will be 
validly issued.

I hereby consent to the filing of this opinion as Exhibit 5 to the 
Registration Statement and to the reference to me under the caption "Legal 
Matters" in the prospectus contained therein.  In giving such consent, I do 
not thereby admit that I am an expert with respect to any part of the 
Registration Statement, including this exhibit, within the meaning of the term 
"expert" as used in the Act or the rules and regulations issued thereunder.

I am admitted to practice in the State of New York.  This opinion is limited 
to the laws of that State, the General Corporation Law of the State of 
Delaware and the federal laws of the United States of America.

Very truly yours,


Harold S. Barron

cg




                                                                 Exhibit 12.2

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


<TABLE>
<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                  56.2        59.2       65.3       
65.0     70.5
                                           -------     -------    -------     --
- ----   ------
       Total Fixed Charges                   296.1       315.2      272.5      
274.9    318.8
                                           -------     -------    -------     --
- ----   ------

Earnings (loss) from continuing
  operations before income taxes,
  fixed charges and preferred
  stock dividend requirements              $(456.8)     $404.0    $(503.6)    
$306.1   $704.2
                                           =======     =======    =======     
======   ======

Amounts charged to income                 $  296.1      $315.2    $ 272.5     
$274.9   $318.8
Preferred stock dividend requirements        170.9       185.8      185.1      
184.8    187.1
                                          --------     -------    -------     --
- ----   ------

Total fixed charges and preferred
  stock dividend requirements             $  467.0      $501.0    $ 457.6     
$459.7   $505.9
                                          ========     =======    =======     
======   ======

Ratio of earnings to fixed charges
and preferred stock dividends                 *           *          *           
*       1.39
                                          ========     =======    =======     
======   ======
</TABLE>


* Earnings for the years ended December 31, 1997, 1996, 1995, and 1994 were 
  inadequate to cover fixed charges and preferred stock dividends by 
  $923.8 million, $97.0 million, $961.2 million,
 and   $153.6 million, 
  respectively.




Consent of Independent Auditors


We consent to the reference to our firm under the caption "Experts" in the 
Registration Statements (Form S-3 for the registration of $385,293,412 of 
Securities, Post-Effective Amendment No. 1 to Form S-3 No. 333-20373, and 
Post-Effective Amendment No. 1 to Form S-3 No. 33-25715) and related combined 
prospectus of Unisys Corporation for $700,000,000 of Securities and to the 
incorporation by reference therein of our reports dated January 15, 1998 
(except for the fourth paragraph of Note 9 as to which the date is 
February 5, 1998), with respect to the consolidated financial statements of 
Unisys Corporation incorporated by reference in its Annual Report (Form 10-K) 
for the year ended December 31, 1997 and the related financial statement 
schedule included therein, filed with the Securities and Exchange Commission.


/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
May 5, 1998







===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                      ----------------------------------
                                   FORM T-1

        STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a trustee Pursuant to 
Section 305(b) ____

                        BANK OF MONTREAL TRUST COMPANY
              (Exact name of trustee as specified in its charter)

              New York                                          13-4941093
(Jurisdiction of incorporation or organization               (I.R.S. employer
    if not a US national bank)                              identification no.)

   88 Pine Street, Wall Street Plaza
         New York, New York                                         10005
(Address of principal executive offices)                          (Zip code)

                              Mark F. McLaughlin
                        Bank of Montreal Trust Company
            88 Pine Street , Wall Street Plaza, New York, NY  10005
                                (212) 701-7602
           (Name, address and telephone number of agent for service)
                    --------------------------------------

                              UNISYS CORPORATION
              (Exact name of obligor as specified in its charter)

          Delaware                                              38-0387840
(State or other jurisdiction of                             (I.R.S. employer
 incorporation or organization)                         identification number)



                     Township Line and Union Meeting Roads
                                 P.O. Box 500
                             Blue Bell, PA  19424
                    (Address of principal executive offices)
                     --------------------------------------

                               Senior Debentures  
                      (Title of the indenture securities)

===============================================================================



<PAGE>
                                           - 2 -


ITEM 1.     GENERAL INFORMATION.

Furnish the following information as to the trustee:


(a) Name and address of each
 examining or supervising authority to which
    it is subject.

                     Federal Reserve Bank of New York
                     33 Liberty Street, New York NY 10045

                     State of New York Banking Department
                     2 Rector Street, New York, NY 10006

(b) Whether it is authorized to exercise corporate trust powers.

    The Trustee is authorized to exercise corporate trust powers.

ITEM 2.     AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such affiliation.

    The obligor is not an affiliate of the trustee.

ITEM 16.    LIST OF EXHIBITS.

List below all exhibits filed as part of this statement of eligibility.

1. Copy of Organization Certificate of Bank of Montreal Trust Company to 
    transact business and exercise corporate trust powers; incorporated herein 
    by reference as Exhibit "A" filed with Form T-1 Statement, Registration No. 
    33-46118. 

2.  Copy of the existing By-Laws of Bank of Montreal Trust Company; 
    incorporated herein by reference as Exhibit "B" filed with Form T-1 
    Statement, Registration No. 33-80928.

3.  The consent of the Trustee required by Section 321(b) of the Act; 
    incorporated herein by reference as Exhibit "C" with Form T-1 
    Statement, Registration No. 33-46118.

4.  A copy of the latest report of condition of Bank of Montreal Trust 
    Company published pursuant to law or the requirements of its 
    supervising or examining authority, attached hereto as Exhibit "D".

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the 
Trustee, Bank of Montreal Trust Company, a corporation organized and existing 
under the laws of the State of New York, has duly caused this statement of 
eligibility to be signed on its behalf by the undersigned, thereunto duly 
authorized, all in the City of New York, and State of New York, on the 27th day 
of April, 1998.

                        BANK OF MONTREAL TRUST COMPANY



                            By /s/ Therese Gaballah              
                               --------------------
                                   Therese Gaballah
                                   Vice President



<PAGE>
                                                                  EXHIBIT D

                            STATEMENT OF CONDITION
                        BANK OF MONTREAL TRUST COMPANY
                                   NEW YORK

ASSETS

Due From Banks                                               $   528,979
                                                              ----------

Investment Securities:
     State & Municipal                                        17,085,290
     Other                                                           100
                                                              ----------
           Total Securities                                   17,085,390
                                                                        

Loans and Advances
     Federal Funds Sold                                        4,400,000
     Overdrafts                                                   10,000
                                                               ---------
           Total Loans and Advances                            4,410,000
                                                               ---------

Investment in Harris Trust, NY                                 8,509,571
Premises and Equipment                                           288,644
Other Assets                                                   2,965,076
                                                              ----------
                                                              11,763,291
                                                              ----------

           TOTAL ASSETS                                      $33,787,660
                                                             ===========

LIABILITIES

Trust Deposits                                               $ 8,680,937
Other Liabilities                                                824,388
                                                               ---------
            TOTAL LIABILITIES                                  9,505,325
                                                               ---------

CAPITAL ACCOUNTS

Capital Stock, Authorized, Issued and
     Fully Paid - 10,000 Shares of $100 Each                   1,000,000
Surplus                                                        4,222,188
Retained Earnings                                             19,048,815
Equity - Municipal Gain/Loss                                      11,332
                                                              ----------
            TOTAL CAPITAL ACCOUNTS                            24,282,335
                                                              -----------

            TOTAL LIABILITIES 
            AND CAPITAL ACCOUNTS                             $33,787,660
                                                             ===========

     I, Mark F. McLaughlin, Vice President, of the above-named bank do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.

                               Mark F. McLaughlin
                               December 31, 1997

     We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities.  We declared that it has been examined by us,
and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.

                                  Sanjiv Tandon
                                 Kevin O. Healey
                               Steven R. Rothbloom