SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                    __________________________________

                                FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 1998.

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

For the transition period from _________ to _________.

                        Commission file number 1-8729

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

           Delaware                             38-0387840
       (State or other jurisdiction             (I.R.S. Employer
       of incorporation or organization         Identification No.)

                   Township Line and Union Meeting Roads
                  Blue Bell, Pennsylvania             19424
           (Address of principal executive offices)   (Zip Code)

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

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject 
to such filing requirements for the past 90 days.  YES [X]    NO [ ]

     Number of shares of Common Stock outstanding as of March 31, 1998:
251,397,623.








<PAGE> 2


Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEET
                                (Millions)
<CAPTION>
                                           March 31,
                                             1998      December 31,
                                         (Unaudited)       1997
                                         -----------   ------------
<S>                                       <C>            <C>      
Assets
- ------
Current assets
Cash and cash equivalents                 $   654.7      $  803.0
Accounts and notes receivable, net            864.4         967.3
Inventories
   Finished equipment and supplies            272.5         289.7
   Work in process and raw materials          295.7         271.1
Deferred income taxes                         453.6         461.4
Other current assets                           95.8          94.0
                                          ---------      --------
Total                                       2,636.7       2,886.5
                                          ---------      --------

Properties                                  1,760.5       1,774.1
Less-Accumulated depreciation               1,198.4       1,192.9
                                          ---------      --------
Properties, net                               562.1         581.2
                                          ---------      --------
Investments at equity                         214.9         215.7
Software, net of accumulated amortization     259.5         259.0
Prepaid pension cost                          776.3         762.4
Deferred income taxes                         665.7         665.7
Other assets                                  208.7         220.8
                                          ---------      --------
Total                                     $ 5,323.9      $5,591.3
                                          =========      ========
Liabilities and stockholders' equity
- ------------------------------------
Current liabilities
Notes payable                             $    51.8      $   40.6

Current maturities of long-term debt           15.4         213.1
Accounts payable                              803.0         817.1
Other accrued liabilities                   1,200.7       1,307.2
Dividends payable                              26.6          26.6
Estimated income taxes                        195.2         172.8
                                          ---------      --------
Total                                       2,292.7       2,577.4
                                          ---------      --------
Long-term debt                              1,436.2       1,438.3
Other liabilities                             359.3         369.7

Stockholders' equity
Preferred stock                             1,420.1       1,420.1
Common stock, issued: 1998, 252.3; 
   1997, 250.2                                  2.5           2.5
Accumulated deficit                        (1,700.7)     (1,736.8)
Other capital                               1,513.8       1,520.1
                                          ---------      --------
Stockholders' equity                        1,235.7       1,205.9
                                          ---------      --------
Total                                     $ 5,323.9      $5,591.3
                                          =========      ========

See notes to consolidated financial statements.
</TABLE>




<PAGE> 3

<TABLE>

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



<CAPTION>
                                              Three Months Ended March 31
                                              ---------------------------
                                                    1998          1997
                                                  --------      --------
                                                                      
<S>                                               <C>           <C>     
Revenue                                           $1,649.7      $1,530.7
                                                  --------      --------
Costs and expenses
   Cost of revenue                                 1,090.5       1,015.0
   Selling, general and administrative               330.2         328.8
   Research and development                           72.9          80.3
                                                  --------      --------
                                                   1,493.6       1,424.1
                                                  --------      --------
Operating income                                     156.1         106.6

Interest expense                                      46.5          60.4
Other income (expense), net                          (11.6)        (15.6)
                                                  --------      --------
Income before income taxes                            98.0          30.6 
Estimated income taxes                                35.3          11.3 
                                                  --------      --------
Net income                                            62.7          19.3
Dividends on preferred shares                         26.7          30.1
                                                  --------      --------

Earnings (loss) on common shares                  $   36.0     $   (10.8)
                                                  ========     =========
Earnings (loss) per common share  
   Basic                                          $    .14     $    (.06)
                                                  ========     =========
   Diluted                                        $    .14     $    (.06)
                                                  ========     =========


See notes to consolidated financial statements.

</TABLE>






<PAGE> 4


<TABLE>
                           UNISYS CORPORATION
               CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                (Millions)
<CAPTION>
                                                 Three Months Ended
                                                       March 31
                                                 -------------------
                                                    1998       1997
                                                 --------   --------
<S>                                             <C>         <C>       
Cash flows from operating activities
Net income                                      $  62.7     $    19.3 
Add (deduct) items to reconcile net income 
    to net cash provided by (used for)
    operating activities:
Depreciation                                       33.0          39.0
Amortization:
   Marketable software                             26.8          22.5
   Goodwill                                         1.6          11.6
Decrease in deferred income taxes, net              7.9              
Decrease in receivables, net                      105.7          56.5
(Increase) in inventories                        (  7.4)       (  5.2)
(Decrease) in accounts payable and
   other accrued liabilities                     (126.8)       (259.9)
Increase (decrease) in estimated income taxes      22.4        ( 20.5)
Increase (decrease) in other liabilities             .4        ( 25.7)
(Increase) decrease in other assets              (  5.7)         12.8 
Other                                               3.9          12.6 
                                                -------      --------
Net cash provided by (used for) operating 
  activities                                      124.5        (137.0)
                                                -------      --------
Cash flows from investing activities
   Proceeds from investments                      403.2         332.7
   Purchases of investments                      (399.4)       (323.3)
   Proceeds from sales of properties                              1.0
   Investment in marketable software             ( 27.3)       ( 25.6)
   Capital additions of properties               ( 30.0)       ( 37.3)
   Purchases of businesses                                     (  6.4)
                                                -------      --------
Net cash used for investing activities           ( 53.5)       ( 58.9)
                                                -------      --------
Cash flows from financing activities
   Redemption of redeemable preferred stock                    (100.0)
   Proceeds from issuance of debt                 195.2              
   Principal payments of debt                    (401.0)              
   Net proceeds from short-term borrowings         11.2            .8
   Dividends paid on preferred shares            ( 26.7)       ( 31.4)
   Other                                           16.9              
                                                -------      --------
Net cash used for financing activities           (204.4)       (130.6)
                                                -------      --------
Effect of exchange rate changes on
   cash and cash equivalents                     ( 14.9)       ( 14.7)
                                                -------      --------
Net cash used for continuing operations          (148.3)       (341.2)
Net cash used for discontinued operations                      (  1.6)
                                                -------      --------
(Decrease) in cash and cash equivalents          (148.3)       (342.8)
Cash and cash equivalents, beginning of period    803.0       1,029.2
                                                -------      --------
Cash and cash equivalents, end of period        $ 654.7      $  686.4
                                                =======      ========

See notes to consolidated financial statements.
</TABLE>




<PAGE> 5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the financial information furnished
herein reflects all adjustments necessary for a fair presentation of
the financial position, results of operations and cash flows for the
interim periods specified.  These adjustments consist only of normal
recurring accruals.  Because of seasonal and other factors, results
for interim periods are not necessarily indicative of the results to
be expected for the full year.

a.   The shares used in the computations of earnings per share are as
     follows (in thousands):

                         Three Months Ended      
                              March 31,            
                         ------------------      
                           1998       1997       
                         -------    -------      
          Basic          248,586    173,000      
          Diluted        262,833    173,000      

b.   Comprehensive income for the three months ended March 31, 1998
     and 1997, includes the following components (in millions):

                                                     1998      1997
                                                     ----      ----
     Net income                                   $  62.7   $  19.3

     Other comprehensive income (loss)
       Foreign currency translation adjustment     ( 29.3)   ( 25.6)
       Related tax expense (benefit)               (   .5)      6.4
                                                  -------   -------
     Total other comprehensive income (loss)       ( 28.8)   ( 32.0)
                                                  -------   -------
     Comprehensive income (loss)                  $  33.9   $( 12.7)
                                                  =======   =======

     Accumulated other comprehensive income (loss), (all of which 
     relates to foreign currency translation adjustments) as of 
     March 31, 1998 and December 31, 1997 is as follows (in millions):

                                               March 31,  December 31,
                                                 1998          1997
                                              ---------   -----------
     Balance at beginning of period           $(448.1)      $(390.1)
     Translation adjustments                   ( 28.8)       ( 58.0)
                                              -------       -------
     Balance at end of period                 $(476.9)      $(448.1)
                                              =======       =======

c.   Certain prior year balance sheet amounts have been reclassified
     to conform to the 1998 presentation.




<PAGE> 6


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

Results of Operations
- ---------------------

For the three months ended March 31, 1998, the Company reported net income of 
$62.7 million compared to $19.3 million for the three months ended March 31, 
1997.  After payment of preferred dividends, the Company earned $.14 per 
common share on a diluted basis compared to a loss of $.06 a year ago.

Total revenue for the quarter ended March 31, 1998 was $1.65 billion, 
up 8% from revenue of $1.53 billion for the quarter ended March 31, 1997.  
Excluding the negative impact of foreign currency fluctuations, revenue in the 
current quarter rose 11%.  Total gross profit percent was 33.9% in the first 
quarter of 1998 compared to 33.7% in the year-ago period.

For the three months ended March 31, 1998, selling, general and administrative 
expenses were $330.2 million compared to $328.8 million for the three months 
ended March 31, 1997.  Research and development expenses were $72.9 million 
compared to $80.3 million a year earlier.  The decline was largely due to the 
Company's cost reduction actions.

For the first quarter of 1998, the Company reported an operating income 
percent of 9.5% compared to 7.0% for the first quarter of 1997.

Information by business unit is presented below (in millions):

<TABLE>
<CAPTION>
                                                        Global             
                                  Elimi-    Information Customer   Computer
                       Total      nations   Services    Services   Systems
                     --------     -------   ----------- --------   --------
<S>                  <C>          <C>       <C>         <C>        <C>      
Three Months Ended
March 31, 1998
- ------------------
Customer revenue     $1,649.7               $509.8      $523.6     $616.3
Intercompany                      $(129.7)     1.0        18.4      110.3
                     --------     -------   ------      ------     ------
Total revenue        $1,649.7     $(129.7)  $510.8      $542.0     $726.6
                     ========     =======   ======      ======     ======

Gross profit percent     33.9%                24.1%       23.8%      44.4%
                     ========               ======      ======     ======
Operating income
     percent              9.5%                 1.4%        6.8%      17.9%
                     ========               ======      ======     ======

Three Months Ended
March 31, 1997
- ------------------
Customer revenue     $1,530.7               $430.2      $478.5     $622.0
Intercompany                      $(114.2)     5.2        16.3       92.7
                     --------     -------   ------      ------     ------
Total revenue        $1,530.7     $(114.2)  $435.4      $494.8     $714.7
                     ========     =======   ======      ======     ======

Gross profit percent     33.7%                14.2%       30.0%      43.8%
                     ========               ======      ======     ======
Operating income
     percent              7.0%               (11.4)%      10.1%      16.1%
                     ========               ======      ======     ======

</TABLE>


                                               



<PAGE> 7

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

Customer revenue in the quarter from Information Services was $509.8 million, 
up 19% from $430.2 million in 1997 as a result of growth in both systems 
integration and outsourcing. The gross profit percent was 24.1% in the current 
quarter compared to 14.2% in the year-ago period.  This increase reflects the 
increased focus on quality and discipline in proposals and service delivery, 
continued benefits from completing problem contracts, and the continued focus 
on higher-growth, higher-margin solution programs.  In addition the prior year 
quarter included an approximately $25 million charge for operational issues 
associated with a few large, multi-year contracts.  Information Services 
operating income percent (operating income as a percent of total revenue) was 
1.4% for the first quarter of 1998 compared to a negative 11.4% for the first 
quarter of 1997.

In Global Customer Services, customer revenue for the three months ended March 
31, 1998 was $523.6 million, up 9% from $478.5 million for the three months 
ended March 31, 1997.  The increase was due to growth in distributed computing 
support services revenue which more than offset a continuing decline in core 
maintenance revenue. The gross profit percent for Global Customer Services was 
23.8% compared to 30.0% in the year-ago quarter.  Approximately one-half of 
the revenue growth and one-half of the gross profit decline was due to the 
continuing rollout of a large Federal government networking project.  In 
addition to the margin impact from the Federal government networking contract, 
margins in this business continue to be impacted by the commoditization of 
hardware components within network integration projects and the ongoing shift 
from proprietary maintenance toward distributed computing support services.  
The operating income percent for the first quarter of 1998 was 6.8% compared 
to 10.1% last year.

Computer Systems customer revenue for the first quarter of 1998 was $616.3 
million, down slightly from $622.0 million in the first quarter of 1997.  In 
the quarter, an increase in ClearPath revenue was offset by a decline, as 
expected, in personal computer revenue.  This reflects the Company's decision 
to discontinue the manufacturing and assembly of PCs and low-end servers to 
focus its technology resources on mid-range and enterprise-class servers.  The 
Company has reached an agreement in principle with Hewlett-Packard Company to 
supply notebooks, personal computers, and entry-level Intel-based servers as 
part of a complete technology solution for its customers.  Computer Systems 
gross profit percent was 44.4% compared to 43.8% last year.  The operating 
income percent for the first quarter of 1998 was 17.9% compared to 16.1% last 
year.

Interest expense for the three months ended March 31, 1998 was $46.5 million 
compared to $60.4 million for the three months ended March 31, 1997.  The 
decline was principally due to the Company's debt reduction program.

Other income (expense), net, which can vary from quarter to quarter, was an 
expense of $11.6 million in the current quarter compared to an expense of 
$15.6 million in the year-ago quarter.  The change was mainly due to lower 
goodwill amortization due to the December 1997 write-off of goodwill related 
to the Sperry/Burroughs merger offset by a charge in the current quarter for 
the early retirement of debt.

Income before income taxes was $98.0 million in the first quarter of 1998 
compared to $30.6 million last year.  The provision for income taxes was $35.3 
million in the current period compared to $11.3 million in the year-ago period.

Effective January 1, 1998, the Company changed the functional currency of its 
Brazilian operations from the U.S. dollar to the Brazilian local currency 
because the Brazilian economy is no longer considered highly inflationary.  
This change did not have a material effect on the Company's consolidated 
financial position, consolidated results of operations, or liquidity.

Effective January 1, 1998, the Company adopted the American Institute of 
Certified Public Accountants Statement of Position ("SOP") 97-2, "Software 
Revenue Recognition". 
                                            

<PAGE> 8

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

This SOP provides guidance on applying generally accepted accounting 
principles in recognizing revenue on software transactions.  Adoption of SOP 
97-2 did not have a material effect on the Company's consolidated financial 
position, consolidated results of operations, or liquidity.

Financial Condition
- -------------------

Cash and cash equivalents at March 31, 1998 were $654.7 million compared to 
$803.0 million at December 31, 1997.  During the three months ended March 31, 
1998 cash provided by operations was $124.5 million compared to a year-ago 
cash usage of $137.0 million.  The increase in cash provided of $261.5 million 
was due in large part to improved working capital management, including 
improvements in inventory turns and accounts receivable days outstanding.

Cash used for investing activities during the first quarter of 1998 was $53.5 
million compared to $58.9 million during the first quarter of 1997. 

Cash used for financing activities during the quarter was $204.4 million 
compared to $130.6 million in the year-ago period.  Included in the current 
period were proceeds of $195.2 million from issuance of debt, offset by 
principal payments of debt of $401.0 million.  Last year's usage included 
$100.0 million for the redemption of Series C Cumulative Convertible Preferred 
Stock.

At March 31, 1998, total debt was $1.5 billion, a decline of $188.6 million 
from December 31, 1997.  On January 30, 1998, the Company issued $200 million 
of 7 7/8% senior notes due 2008.  The net proceeds from the sale of the notes 
were used to call $200 million principal amount of the 10 5/8% senior notes 
due 1999.  On February 5, 1998, the Company redeemed all $197.5 million of its 
9 1/2% senior notes due on July 15, 1998.

The Company may, from time to time, redeem, tender for, or repurchase its 
securities in the open market or in privately negotiated transactions 
depending upon availability, market conditions, and other factors.

The Company has a $200 million revolving credit facility that expires in June 
1999.  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.  As of March 31, 1998, there were no 
borrowings outstanding under the facility and the entire $200 million was 
available for borrowings.

At March 31, 1998, the Company had deferred tax assets in excess of deferred 
tax liabilities of $1,419 million.  For the reasons cited below, management 
determined that it is more likely than not that $1,026 million of such assets 
will be realized, therefore resulting in a valuation allowance of $393 
million.

The Company evaluates quarterly the realizability of its net deferred tax 
assets by assessing its valuation allowance and by adjusting the amount of 
such allowance, if necessary.  The factors used to assess the likelihood of 
realization are the Company's forecast of future taxable income, which is 
adjusted by applying probability factors and available tax planning strategies 
that could be implemented to realize deferred tax assets.  The combination of 
these factors is expected to be sufficient to realize the $1,026 million of 
net deferred tax assets.  Approximately $3.0 billion of future taxable income 
(predominantly U.S.) is needed to realize all of the net deferred tax assets.

The Company's net deferred tax assets include substantial amounts of net 
operating loss and tax credit carryforwards.  Failure to achieve forecasted 
taxable income might affect the ultimate realization of the net deferred tax 
assets.  See "Factors That May Affect Future Results" below.


<PAGE> 9

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


Stockholders' equity increased $29.8 million during the three months ended 
March 31, 1998, principally reflecting net income of $62.7 million and 
proceeds from the issuance of stock related to stock option and employee plans 
of $24.9 million, offset in part by preferred stock dividends declared of 
$26.6 million and translation adjustments of $28.8 million.

Factors That May Affect Future Results
- --------------------------------------

From time to time, the Company provides information containing "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.  In addition 
to changes in general economic and business conditions and natural disasters, 
these include, but are not limited to, the factors discussed below.

The Company operates in an industry characterized by aggressive competition, 
rapid technological change, evolving technology standards, and short product 
life cycles.  Future operating results will depend on the Company's ability to 
design, develop, introduce, deliver, or obtain new 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 industry on revenues, pricing, and margins; on its ability to 
effectively manage the shift of its business mix away from traditional high-
margin product and services offerings; and on its ability to successfully 
attract and retain highly skilled people.

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 price.  Future results will depend on 
the Company's ability to profitably perform these services contracts and bid 
and obtain new contracts.

Approximately 60% of the Company's total revenue derives from international 
operations.  The risks of doing business internationally include foreign 
currency exchange rate fluctuations, changes in political or economic 
conditions, trade protection measures, and import or export licensing 
requirements.

Many computer systems will experience problems handling dates beyond the year 
1999 and therefore need to be modified prior to the year 2000 in order to 
remain functional.  The Company has been taking actions to ensure both the 
internal readiness of its computer systems and the compliance of computer 
products and software sold by it to customers for handling dates beginning in 
the year 2000.  The Company does not believe that the cost of these actions 
will have a material adverse effect on the Company's results of operations or 
financial condition.  However, future results may be adversely affected by a 
delay in, or increased costs associated with, the implementation of these 
actions, or by the Company's inability to implement them.

In the course of providing complex, integrated solutions to customers, the 
Company frequently forms alliances with third parties that have complementary 
products, services, or skills.  Future results will depend in part on the 
performance and capabilities of these third parties, including their ability 
to deal effectively with the year 2000 issue.  Future results will also depend 
upon the ability of external suppliers to deliver components at reasonable 
prices and in a timely manner and on the financial condition of and the 
Company's relationship with distributors and other indirect channel partners.










<PAGE> 10


P
art II - OTHER INFORMATION
- -------   -----------------


Item 1.   Legal Proceedings

The Company is involved in two lawsuits with Ceska Sporitelna, a.s., a savings 
bank in the Czech Republic (the "Bank").  The disputes relate to contracts 
entered into in 1992 and 1994 between the Bank and certain of the Company's 
foreign subsidiaries to design and implement a computer system, including 
hardware and custom software, for the Bank's headquarters and branch offices 
throughout the Czech Republic.  In the first action, the Company is a 
defendant in Ceska Sporitelna, a.s. v. Unisys Corporation, filed in the 
United States District Court for the Eastern District of Pennsylvania in 
June, 1996.  The Bank alleges that Unisys made a series of fraudulent 
misrepresentations in connection with these contracts.  The Bank seeks to 
recover more than $100 million, together with punitive damages. The Company 
believes it has meritorious defenses to these allegations and intends to 
defend them vigorously. The Company has filed a counterclaim in this action 
alleging fraud, negligent misrepresentation, intentional interference with 
prospective business relations and breach of contract by the Bank, and the 
Company seeks to recover more than $100 million, together with punitive 
damages.  Trial is currently scheduled for August, 1998.  In the second 
action, the Company's subsidiary, Unisys International Services B.V., is the 
plaintiff in an arbitration captioned Unisys International 
Services B.V. v. Ceska Sporitelna, a.s., filed in March, 1998, in Vienna, 
Austria.  Unisys International seeks to recover, among other amounts, 
approximately $21.1 million from the Bank for hardware, software and services 
delivered to and used by the Bank. 
 

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

(a)       Exhibits

          See Exhibit Index

(b)       Reports on Form 8-K

          During the quarter ended March 31, 1998, the Company filed two
          Current Reports on Form 8-K, dated January 15, 1998 and January 27, 
          1998, respectively, to report under Items 5 and 7 of such Form.












<PAGE> 11


                               SIGNATURES
                               ----------

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

                                         UNISYS CORPORATION

Date:  May 14, 1998                      By: /s/ Robert H. Brust
       ---------------                       ----------------------------
                                             Robert H. Brust
                                             Senior Vice President and 
                                             Chief Financial Officer 
                                             (Principal Financial Officer)
                                                           

                                         By: /s/Janet M. Brutschea Haugen
                                             ----------------------------
                                             Janet M. Brutschea Haugen
                                             Vice President and Controller
                                             (Chief Accounting Officer)








<PAGE> 12


                             EXHIBIT INDEX

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

11       Statement of Computation of Earnings Per Share for the three
         months ended March 31, 1998 and 1997

12       Statement of Computation of Ratio of Earnings to Fixed Charges

27       Financial Data Schedule





                                                          EXHIBIT 11

<TABLE>
                             UNISYS CORPORATION
              STATEMENT OF COMPUTATION OF EARNINGS PER SHARE 
             FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 
                                (UNAUDITED)
                      (Millions, except share data)
<CAPTION>
                                                  1998             1997
                                               -----------     -----------
<S>                                            <C>             <C>         
Basic Earnings Per Common Share

Net income                                     $      62.7     $      19.3
Less dividends on preferred shares              (     26.7)     (     30.1)
                                               -----------     -----------
Net income (loss) available to common
  stockholders                                 $      36.0     $(     10.8)
                                               ===========     ===========

Weighted average shares                        248,586,237     172,999,549
                                               ===========     ===========
Basic earnings per share                       $       .14     $(      .06)
                                               ===========     ===========

Diluted Earnings Per Common Share

Net income (loss) available to common
  stockholders                                 $      36.0     $(     10.8)
Plus impact of assumed conversions
  Interest expense on 8 1/4% Convertible Notes
    due 2006, net of tax                                .4                 
                                               -----------     -----------
Net income (loss) available to common
  stockholders plus assumed conversions        $      36.4     $(     10.8)
                                               ===========     ===========

Weighted average shares                        248,586,237     172,999,549
Plus incremental shares from assumed 
  conversions                                                             
  Employee stock plans                          10,205,990                
  8 1/4% Convertible Notes due 2006              4,040,847                
                                               -----------     -----------
Adjusted weighted average shares               262,833,074     172,999,549
                                               ===========     ===========
Diluted earnings per share
                                               $       .14     $(      .06)
                                               ===========     ===========

The average shares listed below were not 
included in the computation of diluted 
earnings per share because to do so would
have been antidilutive for the periods
presented.

  Employee stock plans                                           1,370,313
  8 1/4% convertible notes due 2006                             43,490,909
  8 1/4%
 convertible notes due 2000                             33,697,387
  Series A preferred stock                      47,450,272      47,454,135

</TABLE>




                                                                   Exhibit 12

<TABLE>

                             UNISYS CORPORATION
       COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
                               ($ in millions)
<CAPTION>
                                Three
                                Months
                                Ended
                                Mar.31,        Years Ended December 31
                                -------  -------------------------------------
                                1998     1997     1996     1995    1994   1993
                                -------  ----     ----     ----    ----   ----
<S>                             <C>    <C>       <C>     <C>      <C>    <C>  
Income (loss) from continuing
 operations before income taxes $ 98.0 $(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                      98.0  (752.9)    88.8   (776.1)   31.2  385.4
                                ------  ------   ------  -------  ------ ------
Interest expense (net of 
  interest capitalized)           46.5   233.2    249.7    202.1   203.7  241.7
Amortization of debt issuance
  expenses                         1.2     6.7      6.3      5.1     6.2    6.6
Portion of rental expense
  representative of interest      14.0    56.2     59.2     65.3    65.0   70.5
                                ------  ------  -------  -------  ------ ------
    Total Fixed Charges           61.7   296.1    315.2    272.5   274.9  318.8
                                ------  ------  -------  -------  ------ ------
Earnings (loss) from continuing
  operations before income 
  taxes and fixed charges       $159.7 $(456.8)  $404.0  $(503.6) $306.1 $704.2
                                ====== =======   ======  =======  ====== ======
Ratio of earnings to fixed 
  charges                         2.59    (a)      1.28     (a)     1.11   2.21
                                ======  ======  =======  =======  ====== ======

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


</TABLE>






<TABLE> <S> <C>


<ARTICLE>     5
<LEGEND>      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED 
              FROM THE FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S FORM 10-Q 
              FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998 AND IS QUALIFIED IN 
              ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>  1,000,000
                                                                       
<S>                                                       <C>
<PERIOD-TYPE>                                             3-MOS
<FISCAL-YEAR-END>                                         DEC-31-1998
<PERIOD-END>                                              MAR-31-1998
<CASH>                                                            655
<SECURITIES>                                                        0
<RECEIVABLES>                                                     854
<ALLOWANCES>                                                      (66)
<INVENTORY>                                                       568
<CURRENT-ASSETS>                                                2,637
<PP&E>                                                          1,760
<DEPRECIATION>                                                  1,198
<TOTAL-ASSETS>                                                  5,324
<CURRENT-LIABILITIES>                                           2,293
<BONDS>                                                         1,436
<PREFERRED-MANDATORY>                                               0
<PREFERRED>                                                     1,420
<COMMON>                                                            3
<OTHER-SE>                                                       (187)
<TOTAL-LIABILITY-AND-EQUITY>                                    5,324
<SALES>                                                           727
<TOTAL-REVENUES>                                                1,650
<CGS>                                                             322
<TOTAL-COSTS>                                                   1,091
<OTHER-EXPENSES>                                                    0
<LOSS-PROVISION>                                                    2
<INTEREST-EXPENSE>                                                 47
<INCOME-PRETAX>                                                    98
<INCOME-TAX>                                                       35
<INCOME-CONTINUING>                                                63
<DISCONTINUED>                                                      0
<EXTRAORDINARY>                                                     0
<CHANGES>                                                           0
<NET-INCOME>                                                       63
<EPS-PRIMARY>                                                     .14
<EPS-DILUTED>                                                     .14

        

</TABLE>