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 June 30, 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 June 30, 1998:
254,321,522.











<PAGE> 2

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEET
                                (Millions)
<CAPTION>
                                           June 30,
                                             1998      December 31,
                                         (Unaudited)       1997
                                         -----------   ------------
<S>                                       <C>            <C>      
Assets
- ------
Current assets
Cash and cash equivalents                 $  711.7       $  803.0
Accounts and notes receivable, net           921.6          967.3
Inventories
   Finished equipment and supplies           286.5          289.7
   Work in process and raw materials         266.7          271.1
Deferred income taxes                        464.3          461.4
Other current assets                         106.7           94.0
                                          ---------      --------
Total                                      2,757.5        2,886.5
                                          ---------      --------

Properties                                 1,759.8        1,774.1
Less-Accumulated depreciation              1,200.5        1,192.9
                                          ---------      --------
Properties, net                              559.3          581.2
                                          ---------      --------
Investments at equity                        198.8          215.7
Software, net of accumulated amortization    264.8          259.0
Prepaid pension cost                         791.9          762.4
Deferred income taxes                        665.7          665.7
Other assets                                 199.0          220.8
                                          ---------      --------
Total                                     $5,437.0       $5,591.3
                                          =========      ========
Liabilities and stockholders' equity
- ------------------------------------
Current liabilities
Notes payable                             $   64.0       $   40.6

Current maturities of long-term debt          14.8          213.1
Accounts payable                             822.7          817.1
Other accrued liabilities                  1,194.5        1,307.2
Dividends payable                             26.6           26.6
Estimated income taxes                       208.4          172.8
                                          ---------      --------
Total                                      2,331.0        2,577.4                                             
                                          ---------      --------
Long-term debt                             1,431.4        1,438.3
Other liabilities                            350.6          369.7

Stockholders' equity
Preferred stock                            1,420.1        1,420.1
Common stock, issued: 1998, 255.5      
   1997, 250.2                                 2.6            2.5
Accumulated deficit                       (1,637.3)      (1,736.8)
Other capital                              1,538.6        1,520.1
                                          ---------      --------
Stockholders' equity                       1,324.0        1,205.9
                                          ---------      --------
Total                                     $5,437.0       $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           Six Months
                                     Ended June 30         Ended June 30
                                  -------------------   -------------------
                                    1998       1997       1998       1997
                                  --------   --------   --------   --------
<S>                               <C>        <C>        <C>        <C>     
Revenue                           $1,728.5   $1,585.3   $3,378.2   $3,116.0
                                  --------   --------   --------   --------
Costs and expenses
   Cost of revenue                 1,145.6    1,046.9    2,236.1    2,061.9
   Selling, general and 
      administrative                 328.6      341.8      658.8      670.6
   Research and development           70.0       67.4      142.9      147.7
                                  --------   --------   --------   --------
                                   1,544.2    1,456.1    3,037.8    2,880.2
                                  --------   --------   --------   --------
Operating income                     184.3      129.2      340.4      235.8

Interest expense                      42.6       59.5       89.1      119.9
Other income (expense), net            (.9)      (3.2)     (12.5)     (18.8)
                                  --------   --------   --------   --------
Income before income taxes           140.8       66.5      238.8       97.1 
Estimated income taxes                50.7       24.6       86.0       35.9 
                                  --------   --------   --------   --------
Net income                            90.1       41.9      152.8       61.2 
Dividends on preferred shares         26.6       27.8       53.3       57.9
                                  --------   --------   --------   --------

Earnings on common shares         $   63.5   $   14.1   $   99.5  $     3.3 
                                  ========   ========   ========  =========
Earnings per common share
   Basic                          $    .25   $    .08   $    .40  $     .02 
                                  ========   ========   ========  =========
   Diluted                        $    .24   $    .08   $    .38  $     .02 
                                  ========   ========   ========  =========


See notes to consolidated financial statements.
</TABLE>








<PAGE> 4

<TABLE>
                           UNISYS CORPORATION
               CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                (Millions)
<CAPTION>
                                                   Six Months Ended
                                                       June 30
                                                 -------------------
                                                    1998       1997
                                                 --------   --------
<S>                                             <C>         <C>         
Cash flows from operating activities
Net income                                      $ 152.8     $    61.2 
Add (deduct) items to reconcile net income 
    to net cash provided by (used for)
    operating activities:
Depreciation                                       70.2          80.2
Amortization:
   Marketable software                             52.8          43.9
   Goodwill                                         3.4          23.2
(Increase) in deferred income taxes, net           (2.8)
Decrease in receivables, net                       36.9          32.5
Decrease in inventories                             7.6          35.9 
(Decrease) in accounts payable and
   other accrued liabilities                     (126.2)       (414.3)
Increase (decrease)in estimated income taxes       35.6        (  9.2)
Increase (decrease)in other liabilities             1.2        ( 52.4)
(Increase) decrease in other assets               (13.6)         14.6 
Other                                               8.7           8.1 
                                                -------      --------
Net cash provided by (used for) operating 
  activities                                      226.6        (176.3)
                                                -------      --------
Cash flows from investing activities
   Proceeds from investments                      913.8         754.4
   Purchases of investments                      (906.7)       (734.7)
   Proceeds from sales of properties                              3.2
   Investment in marketable software              (58.5)       ( 59.1)
   Capital additions of properties                (63.3)       ( 90.5)
   Purchases of businesses                                     ( 13.7)
                                                -------      --------
Net cash used for investing activities           (114.7)       (140.4)
                                                -------      --------
Cash flows from financing activities
   Redemption of redeemable preferred stock                    (150.0)
   Proceeds from issuance of debt                 195.2              
   Principal payments of debt                    (408.2)              
   Net proceeds from (reduction in) 
     short-term borrowings                         23.4        (  4.3)
   Dividends paid on preferred shares             (53.3)       ( 59.8)
   Proceeds from employee stock plans              52.6            .1
                                                -------      --------
Net cash used for financing activities           (190.3)       (214.0)
                                                -------      --------
Effect of exchange rate changes on
   cash and cash equivalents                      (12.9)       ( 18.4)
                                                -------      --------
Net cash used for continuing operations           (91.3)       (549.1)
Net cash used for discontinued operations                      (  8.1)
                                                -------      --------
(Decrease) in cash and cash equivalents           (91.3)       (557.2)
Cash and cash equivalents, beginning of period    803.0       1,029.2
                                                -------      --------
Cash and cash equivalents, end of period        $ 711.7      $  472.0
                                                =======      ========


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      Six Months Ended
                               June 30,              June 30,
                         ------------------      ----------------
                           1998       1997         1998     1997
                         -------    -------      -------   ------
          Basic          251,134    173,230      249,704   173,115
          Diluted        266,473    175,078      264,497   174,724

b.   Comprehensive income for the three and six months ended June 30,
     1998 and 1997, includes the following components (in millions):

                             Three Months Ended    Six Months Ended
                                  June 30,             June 30,
                             ------------------    ----------------
                                1998       1997      1998      1997
                                ----       ----      ----      ----

     Net income               $  90.1    $ 41.9    $152.8    $ 61.2 

     Other comprehensive                                            
      income (loss)
       Foreign currency
        translation adjustment ( 25.4)   ( 37.0)   ( 54.7)   ( 62.6)
       Related tax expense                    
        (benefit)              (  1.7)      2.6     ( 2.2)      9.0
                              -------   -------   -------   -------
     Total other comprehensive
      income (loss)            ( 23.7)   ( 39.6)   ( 52.5)   ( 71.6)
                              -------   -------   -------   -------
     Comprehensive income
      (loss)                  $  66.4   $   2.3   $ 100.3   $( 10.4)
                              ========  =======   ========  =======

     Accumulated other comprehensive income (loss), (all of which 
     relates to foreign currency translation adjustments) as of 
     June 30, 1998 and December 31, 1997 is as follows (in millions):

                                        Six Months Ended      Year Ended
                                            June 30,          December 31,
                                              1998               1997
                                        ----------------      ------------
     Balance at beginning of period         $(448.1)            $(390.1)
     Translation adjustments                 ( 52.5)             ( 58.0)
                                            -------             -------
     Balance at end of period               $(500.6)            $(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 June 30, 1998, the Company reported net income of 
$90.1 million, or $.24 per common share on a diluted basis, compared to $41.9 
million, or $.08 per common share on a diluted basis, for the three months ended
June 30, 1997.

Total revenue for the quarter ended June 30, 1998 was $1.73 billion, up 9% from 
revenue of $1.59 billion for the quarter ended June 30, 1997.  Excluding the 
negative impact of foreign currency fluctuations, revenue in the current quarter
rose 12%.  Total gross profit percent was 33.7% in the second quarter of 1998 
compared to 34.0% in the year-ago period.

For the three months ended June 30, 1998, selling, general and administrative 
expenses were $328.6 million compared to $341.8 million for the three months 
ended June 30, 1997. The decline was largely due to the Company's cost 
reduction programs.  Research and development expenses were $70.0 million 
compared to $67.4 million a year earlier.

For the second quarter of 1998, the Company reported an operating income percent
of 10.7% compared to 8.1% for the second 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
June 30, 1998
- ------------------
Customer revenue     $1,728.5               $623.5      $582.5     $522.5
Intercompany                      $(132.0)     4.4        20.5      107.1
                     --------     -------   ------      ------     ------
Total revenue        $1,728.5     $(132.0)  $627.9      $603.0     $629.6
                     ========     =======   ======      ======     ======

Gross profit percent     33.7%                23.9%       24.8%      45.4%
                     ========               ======      ======     ======
Operating income
     percent             10.7%                 3.9%       10.3%      17.0%
                     ========               ======      ======     ======

Three Months Ended
June 30, 1997
- ------------------
Customer revenue     $1,585.3               $484.1      $542.2     $559.0
Intercompany                      $(110.4)     2.0        19.0       89.4
                     --------     -------   ------      ------     ------
Total revenue        $1,585.3     $(110.4)  $486.1      $561.2     $648.4
                     ========     =======   ======      ======     ======

Gross profit percent     34.0%                21.3%       28.9%      43.3%
                     ========               ======      ======     ======
Operating income
     percent              8.1%                (3.7)%      11.2%      13.5%
                     ========               ======      ======     ======
</TABLE>








<PAGE> 7

Customer revenue in the quarter from Information Services was $623.5 million, up
29% from $484.1 million in 1997 principally as a result of growth in systems 
integration. The gross profit percent was 23.9% in the current quarter compared 
to 21.3% in the year-ago period.  This increase reflects improved 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.  Information Services operating income percent (operating 
income as a percent of total revenue) was 3.9% for the second quarter of 1998 
compared to a negative 3.7% for the second quarter of 1997.

In Global Customer Services, customer revenue for the three months ended June 
30, 1998 was $582.5 million, up 7% from $542.2 million for the three months 
ended June 30, 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 
24.8% compared to 28.9% in the year-ago quarter.  Margins in this business 
continue to be impacted by the commoditization of hardware components within 
network integration projects and the ongoing shift from higher margin 
proprietary maintenance toward lower margin distributed computing support 
services.  The operating income percent for the second quarter of 1998 was 10.3%
compared to 11.2% last year.

Computer Systems customer revenue for the second quarter of 1998 was $522.5 
million, down 7% from $559.0 million in the second quarter of 1997.  In the 
quarter, an increase in ClearPath revenue and software revenue was offset by a 
decline, as expected, in personal computer revenue.  This reflects the Company's
previously announced decision to focus its technology resources on enterprise-
class servers and outsource the supply of notebooks, PCs, and entry-level 
servers.  Computer Systems gross profit percent was 45.4% compared to 43.3% last
year.  The operating income percent for the second quarter of 1998 was 17.0% 
compared to 13.5% last year.

Interest expense for the three months ended June 30, 1998 was $42.6 million 
compared to $59.5 million for the three months ended June 30, 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 $.9 million in the current quarter compared to an expense of $3.2 
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.

Income before income taxes was $140.8 million, or 8.1% of revenue, in the 
second quarter of 1998 compared to $66.5 million, or 4.2% of revenue, last 
year.  The provision for income taxes was $50.7 million in the current period
compared to $24.6 million in the year-ago period.

For the six months ended June 30, 1998, net income was $152.8 million, or $.38 
per diluted common share, compared to net income of $61.2 million, or $.02 per 
diluted common share, last year.  Revenue was $3.38 billion compared to $3.12 
billion for the first six months of 1997.

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" and 98-1, "Accounting for the Costs of Computer Software 
Developed or Obtained for Internal Use".  SOP 97-2 provides guidance on 
applying generally accepted accounting principles in recognizing revenue on 
software transactions and SOP 98-1 provides guidance on accounting for the 
costs of computer software developed or obtained for internal use.  Adoption 
of SOP 97-2 and 98-1 did not have a material effect on the Company's 
consolidated financial position, consolidated results of operations, or 
liquidity.

In June 1998, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative 
Instruments and Hedging Activities."  This statement, which is effective for 
the year beginning January 1, 2000, establishes accounting and reporting 
standards for derivative instruments and for hedging activities.  SFAS No. 
133 requires a company to recognize all derivatives as either assets or 
liabilities in the statement of financial position and measure those 
instruments at fair value.  Management is evaluating the impact this statement
may have on the Company's financial statements.







<PAGE> 8

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

Cash and cash equivalents at June 30, 1998 were $711.7 million compared to 
$803.0 million at December 31, 1997.  During the six months ended June 30, 1998 
cash provided by operations was $226.6 million compared to a year-ago cash 
usage of $176.3 million.  The increase in cash provided of $402.9 million was
due in large part to higher net income and improved working capital management, 
including improvements in inventory turns and accounts receivable days 
outstanding.

Cash used for investing activities during the first half of 1998 was $114.7 
million compared to $140.4 million during the first half of 1997. 

Cash used for financing activities during the six months ended June 30, 1998 
was $190.3 million compared to $214.0 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 $408.2 million.  Last year's
usage included $150.0 million for the redemption of Series C Cumulative 
Convertible Preferred Stock.

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.

At June 30, 1998, total debt was $1.5 billion, a decline of $181.8 million from 
December 31, 1997.

On July 16, 1998, the Company announced its plan to redeem at par in early 
October the remaining $130 million outstanding of its 10 5/8% notes, one year 
ahead of the due date in October 1999.  Notice of this redemption is expected 
to be given in early August.  On September 15, 1998, the Company will make a 
$30 million sinking fund payment, which includes a $20 million optional 
prepayment, on its 9 3/4% sinking fund debentures due 2016.

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 on file with the Securities and Exchange Commission an 
effective registration statement covering $700 million of debt or equity 
securities, which enables the Company to be prepared for future market 
opportunities.

In June 1998, the Company entered into a $400 million, three-year credit 
agreement.  The new facility replaced the Company's more restrictive $200 
million credit agreement established in June 1997.  As of June 30, 1998, there 
were no borrowings outstanding under the agreement.

In May 1998, Moody's Investor Service raised its credit rating on the Company's 
senior long-term debt to Ba3 from B1.  In June 1998, Standard & Poor's 
Corporation raised its credit rating on the Company's senior long-term debt to 
BB- from B+.  The credit rating on the Company's senior long-term debt by 
Duff & Phelps Credit Rating Co. is BB.

At June 30, 1998, the Company had deferred tax assets in excess of deferred tax 
liabilities of $1,425 million.  For the reasons cited below, management 
determined that it is more likely than not that $1,038 million of such assets 
will be realized, therefore resulting in a valuation allowance of $387 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 $1,038 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.

Stockholders' equity increased $118.1 million during the six months ended June 
30, 1998, principally reflecting net income of $152.8 million and proceeds from 
the issuance of stock related to stock option and employee plans of $52.6 
million, offset in part by preferred stock dividends declared of $53.2 million 
and translation adjustments of $52.4 million.




<PAGE> 9

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
- -------   -----------------
As previously reported in the Company's Quarterly Report on Form 10-Q for the 
quarterly period ended March 31, 1998, the Company is involved in two lawsuits 
with Ceska Sporitelna, 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 January, 1999.  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, 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 4.   Submission of Matters to a Vote of Security Holders
- -------   ---------------------------------------------------

(a)   The Company's 1998 Annual Meeting of Stockholders (the "Annual Meeting") 
was held on April 23, 1998 in Philadelphia, Pennsylvania.

(b)   The following matters were voted upon at the Annual Meeting and received 
the following votes:

      1.  Election of Directors as follows:

          Henry C. Duques - 215,064,018 votes for; 4,432,813 votes withheld

          Theodore E. Martin - 215,854,714 votes for; 3,642,117 votes 
          withheld

          Lawrence A. Weinbach - 216,201,044 votes for; 3,295,787 votes 
          withheld

      2.  A proposal to ratify the selection of the Company's independent 
          auditors - 217,841,954 votes for; 994,923 votes against; 659,954 
          abstentions

      3.  A proposal to amend the Company's Certificate of Incorporation to 
          increase the number of authorized shares of Common Stock - 
          206,649,039 votes for; 11,582,404 votes against; 1,265,388 abstentions

      4.  A stockholder proposal to act by written consent/call special 
          meetings - 106,459,220 votes for; 53,627,528 votes against; 5,302,346 
          abstentions; 53,783,033 broker non-votes


Item 5.   Other Information
- -------   -----------------

As set forth in the Company's Proxy Statement for the 1998 Annual Meeting, 
stockholder proposals submitted pursuant to Rule 14a-8 for inclusion in the 
Company's proxy materials for the 1999 Annual Meeting of Stockholders must be 
received by the Company no later than November 12, 1998.  

Any stockholder who intends to present a proposal at the 1999 Annual Meeting 
and has not sought inclusion of the proposal in the Company's proxy materials 
pursuant to Rule 14a-8, must provide the Company with notice of such proposal
no later than January 25, 1999.







<PAGE> 11


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

(a)       Exhibits

          See Exhibit Index

(b)       Reports on Form 8-K

          During the quarter ended June 30, 1998, the Company filed no
          Current Reports on Form 8-K.









<PAGE> 12


                               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:  July 24, 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> 13


                             EXHIBIT INDEX

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

11.1     Statement of Computation of Earnings Per Share for the six
         months ended June 30, 1998 and 1997

11.2     Statement of Computation of Earnings Per Share for the three
         months ended June 30, 1998 and 1997

12       Statement of Computation of Ratio of Earnings to Fixed Charges

27       Financial Data Schedule






<TABLE>
                                                                 EXHIBIT 11.1

                             UNISYS CORPORATION
              STATEMENT OF COMPUTATION OF EARNINGS PER SHARE 
              FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 
                                (UNAUDITED)
                      (Millions, except share data)
<CAPTION>
                                                  1998             1997
                                               -----------     -----------
<S>                                            <C>             <C>
Basic Earnings Per Common Share

Net income                                     $     152.8     $      61.2
Less dividends on preferred shares              (     53.3)     (     57.9)
                                               -----------     -----------
Net income available to common stockholders    $      99.5     $       3.3
                                               ===========     ===========

Weighted average shares                        249,703,734     173,114,612
                                               ===========     ===========
Basic earnings per share                       $       .40     $       .02 
                                               ===========     ===========

Diluted Earnings Per Common Share

Net income available to common stockholders    $      99.5     $       3.3 
Plus impact of assumed conversions
  Interest expense on 8 1/4% Convertible Notes
    due 2006, net of tax                                .8                 
                                               -----------     -----------
Net income available to common
  stockholders plus assumed conversions        $     100.3     $       3.3 
                                               ===========     ===========

Weighted average shares                        249,703,734     173,114,612
Plus incremental shares from assumed 
  conversions
  Employee stock plans                          10,761,749       1,609,251
  8 1/4% Convertible Notes due 2006              4,031,138                
                                               -----------     -----------
Adjusted weighted average shares               264,496,621     174,723,863
                                               ===========     ===========
Diluted earnings per share                     $       .38     $       .02 
                                               ===========     ===========

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.
  8 1/4% convertible notes due 2006                             43,490,909
  8 1/4% convertible notes due 2000                             33,697,387
  Series
 A preferred stock                      47,450,133      47,454,085

</TABLE>




<TABLE>
                                                            EXHIBIT 11.2


                             UNISYS CORPORATION
              STATEMENT OF COMPUTATION OF EARNINGS PER SHARE 
             FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997 
                                (UNAUDITED)
                      (Millions, except share data)
<CAPTION>
                                                  1998             1997
                                               -----------     -----------
<S>                                            <C>             <C>
Basic Earnings Per Common Share

Net income                                     $      90.1     $      41.9
Less dividends on preferred shares              (     26.6)     (     27.8)
                                               -----------     -----------
Net income available to common stockholders    $      63.5     $      14.1
                                               ===========     ===========

Weighted average shares                        251,133,830     173,229,674
                                               ===========     ===========
Basic earnings per share                       $       .25     $       .08 
                                               ===========     ===========

Diluted Earnings Per Common Share

Net income available to common stockholders    $      63.5     $      14.1 
Plus impact of assumed conversions
  Interest expense on 8 1/4% Convertible Notes
    due 2006, net of tax                                .4                 
                                               -----------     -----------
Net income available to common
  stockholders plus assumed conversions        $      63.9     $      14.1 
                                               ===========     ===========

Weighted average shares                        251,133,830     173,229,674
Plus incremental shares from assumed 
  conversions                                                             
  Employee stock plans                          11,317,508       1,848,189
  8 1/4% Convertible Notes due 2006              4,021,429                    
                                               -----------     -----------
Adjusted weighted average shares               266,472,767     175,077,863
                                               ===========     ===========
Diluted earnings per share                     $       .24     $       .08 
                                               ===========     ===========

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.
  8 1/4% convertible notes due 2006                             43,490,909
  8 1/4% convertible notes due 2000                             33,697,387

  Series A preferred stock                      47,449,993      47,454,036

</TABLE>




<TABLE>

                                                              Exhibit 12

                             UNISYS CORPORATION
       COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
                               ($ in millions)
<CAPTION>
                                Six
                                Months
                                Ended          Years Ended December 31
                                June 30, -------------------------------------
                                1998     1997     1996     1995    1994   1993
                                -------  ----     ----     ----    ----   ----
<S>                             <C>    <C>       <C>     <C>      <C>    <C>
Income (loss) from continuing
 operations before income taxes $238.8 $(758.8)  $ 93.7  $(781.1) $ 14.6 $370.9
Add (deduct) share of loss 
  (income) of associated 
  companies                       (2.3)    5.9     (4.9)     5.0    16.6   14.5
                                ------  ------   ------  -------  ------ ------
    Subtotal                     236.5  (752.9)    88.8   (776.1)   31.2  385.4
                                ------  ------   ------  -------  ------ ------
Interest expense (net of 
  interest capitalized)           89.1   233.2    249.7    202.1   203.7  241.7
Amortization of debt issuance
  expenses                         2.4     6.7      6.3      5.1     6.2    6.6
Portion of rental expense
  representative of interest      28.0    56.2     59.2     65.3    65.0   70.5
                                ------  ------  -------  -------  ------ ------
    Total Fixed Charges          119.5   296.1    315.2    272.5   274.9  318.8
                                ------  ------  -------  -------  ------ ------
Earnings (loss) from continuing
  operations before income 
  taxes and fixed charges       $356.0 $(456.8)  $404.0  $(503.6) $306.1 $704.2
                                ====== =======   ======  =======  ====== ======
Ratio of earnings to fixed 
  charges                         2.98    (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 JUNE 30, 1998 AND IS QUALIFIED IN 
              ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

<MULTIPLIER>  1,000,000
                                                                       
<S>                                                       <C>
<PERIOD-TYPE>                                             6-MOS
<FISCAL-YEAR-END>                                         DEC-31-1998
<PERIOD-END>                                              JUN-30-1998
<CASH>                                                            712
<SECURITIES>                                                        0
<RECEIVABLES>                                                     945
<ALLOWANCES>                                                      (66)
<INVENTORY>                                                       553
<CURRENT-ASSETS>                                                2,758
<PP&E>                                                          1,760
<DEPRECIATION>                                                 (1,201)
<TOTAL-ASSETS>                                                  5,437
<CURRENT-LIABILITIES>                                           2,331
<BONDS>                                                         1,431
<PREFERRED-MANDATORY>                                               0
<PREFERRED>                                                     1,420
<COMMON>                                                            3
<OTHER-SE>                                                        (99)
<TOTAL-LIABILITY-AND-EQUITY>                                    5,437
<SALES>                                                         1,356
<TOTAL-REVENUES>                                                3,378
<CGS>                                                             748
<TOTAL-COSTS>                                                   2,236
<OTHER-EXPENSES>                                                    0
<LOSS-PROVISION>                                                    3
<INTEREST-EXPENSE>                                                 89
<INCOME-PRETAX>                                                   239
<INCOME-TAX>                                                       86
<INCOME-CONTINUING>                                               153
<DISCONTINUED>                                                      0
<EXTRAORDINARY>                                                     0
<CHANGES>                                                           0
<NET-INCOME>                                                      153
<EPS-PRIMARY>                                                     .40
<EPS-DILUTED>                                                     .38

        

</TABLE>