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 September 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 September 30, 1998:
255,204,678.












<PAGE>2


Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>

                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEET
                                (Millions)
<CAPTION>   
                                        September 30,
                                             1998      December 31,
                                         (Unaudited)       1997
                                         -----------   ------------
<S>                                       <C>            <C>
Assets
- ------
Current assets
Cash and cash equivalents                 $   781.1      $  803.0
Accounts and notes receivable, net            942.3         967.3
Inventories
   Finished equipment and supplies            286.3         289.7
   Work in process and raw materials          253.9         271.1
Deferred income taxes                         460.8         461.4
Other current assets                           97.6          94.0
                                          ---------      --------
Total                                       2,822.0       2,886.5
                                          ---------      --------

Properties                                  1,730.5       1,774.1
Less-Accumulated depreciation               1,163.9       1,192.9
                                          ---------      --------
Properties, net                               566.6         581.2
                                          ---------      --------
Investments at equity                         197.4         215.7
Software, net of accumulated amortization     252.8         259.0
Prepaid pension cost                          808.6         762.4
Deferred income taxes                         665.7         665.7
Other assets                                  189.1         220.8
                                          ---------      --------
Total                                     $ 5,502.2      $5,591.3
                                          =========      ========
Liabilities and stockholders' equity
- ------------------------------------
Current liabilities
Notes payable                             $    44.8      $   40.6

Current maturities of long-term debt          145.0         213.1
Accounts payable                              850.9         817.1
Other accrued liabilities                   1,191.2       1,307.2
Dividends payable                              26.6          26.6
Estimated income taxes                        244.8         172.8
                                          ---------      --------
Total                                       2,503.3       2,577.4                                             
                                          ---------      --------
Long-term debt                              1,270.5       1,438.3
Other liabilities                             355.3         369.7

Stockholders' equity
Preferred stock                             1,420.0       1,420.1
Common stock, issued: 1998,256.5
   1997, 250.2                                  2.6           2.5
Accumulated deficit                        (1,568.3)     (1,736.8)
Other capital                               1,518.8       1,520.1
                                          ---------      --------
Stockholders' equity                        1,373.1       1,205.9
                                          ---------      --------
Total                                     $ 5,502.2      $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          Nine Months
                                  Ended September 30    Ended September 30
                                  -------------------   -------------------
                                    1998       1997       1998       1997
                                  --------   --------   --------   --------
<S>                               <C>        <C>        <C>        <C>     
Revenue                           $1,781.4   $1,621.4   $5,159.6   $4,737.4
                                  --------   --------   --------   --------
Costs and expenses
   Cost of revenue                 1,181.2    1,046.4    3,417.3    3,108.3
   Selling, general and 
      administrative                 326.5      340.0      985.3    1,010.6
   Research and development           73.9       74.5      216.8      222.2
                                  --------   --------   --------   --------
                                   1,581.6    1,460.9    4,619.4    4,341.1
                                  --------   --------   --------   --------
Operating income                     199.8      160.5      540.2      396.3

Interest expense                      42.7       59.5      131.8      179.4
Other income (expense), net           (7.7)     (20.2)     (20.2)     (39.0)
                                  --------   --------   --------   --------
Income before income taxes           149.4       80.8      388.2      177.9
Estimated income taxes                53.8       29.9      139.8       65.8
                                  --------   --------   --------   --------
Net income                            95.6       50.9      248.4      112.1
Dividends on preferred shares         26.6       26.6       79.9       84.5
                                  --------   --------   --------   --------

Earnings on common shares         $   69.0   $   24.3   $  168.5  $    27.6
                                  ========   ========   ========  =========
Earnings per common share
   Basic                          $    .27   $    .14   $    .67  $     .16 
                                  ========   ========   ========  =========
   Diluted                        $    .26   $    .13   $    .64  $     .16 
                                  ========   ========   ========  =========


See notes to consolidated financial statements.

</TABLE>
                                                













<PAGE>4

<TABLE>

                           UNISYS CORPORATION
               CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                (Millions)
<CAPTION>
                                                  Nine Months Ended
                                                     September 30
                                                 -------------------
                                                    1998       1997
                                                 --------   --------
<S>                                             <C>         <C>      
Cash flows from operating activities
Net income                                      $   248.4   $   112.1
Add (deduct) items to reconcile net income 
    to net cash provided by (used for)
    operating activities:
Depreciation                                        105.9       116.8
Amortization:
   Marketable software                               84.7        67.1
   Goodwill                                           7.2        35.9
Decrease in deferred income taxes, net                 .6 
Decrease in receivables, net                         16.6       142.6
Decrease in inventories                              20.5        44.1
(Decrease) in accounts payable and
   other accrued liabilities                       (106.9)     (545.3)
Increase (decrease)in estimated income taxes         72.0      (  2.9)
Increase (decrease)in other liabilities              15.7      ( 63.3)
(Increase) decrease in other assets                 (16.3)       78.6
Other                                                (8.9)        4.1
                                                  -------     -------
Net cash provided by (used for) operating 
  activities                                        439.5      ( 10.2)
                                                  -------     -------
Cash flows from investing activities
   Proceeds from investments                      1,448.3     1,241.2
   Purchases of investments                      (1,444.8)   (1,206.2)
   Proceeds from marketable securities                            4.8
   Proceeds from sales of properties                  1.1         5.1
   Investment in marketable software                (78.5)     ( 89.3)
   Capital additions of properties                 (111.3)     (136.0)
   Purchases of businesses                                     ( 21.5) 
                                                  -------     -------
Net cash used for investing activities             (185.2)     (201.9)
                                                  -------    --------
Cash flows from financing activities
   Redemption of redeemable preferred stock                    (150.0)
   Proceeds from issuance of debt                   195.2             
   Principal payments of debt                      (438.8)            
   Net proceeds from short-term borrowings            4.2         7.1
   Dividends paid on preferred shares               (79.9)     ( 86.4)
   Proceeds from employee stock plans                61.2         2.7
                                                  -------    --------
Net cash used for financing activities             (258.1)     (226.6)
                                                  -------    --------
Effect of exchange rate changes on
   cash and cash equivalents                        (18.1)     ( 24.5)
                                                  -------    --------
Net cash used for continuing operations             (21.9)     (463.2)
Net cash used for discontinued operations                      ( 11.7)
                                                  -------    --------
(Decrease) in cash and cash equivalents             (21.9)     (474.9)
Cash and cash equivalents, beginning of period      803.0     1,029.2
                                                 --------    --------
Cash and cash equivalents, end of period         $  781.1    $  554.3
                                                 ========    ========

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      Nine Months Ended
                           September 30,           September 30,
                         ------------------      ----------------
                           1998       1997         1998     1997
                         -------    -------      -------   ------
          Basic          253,322    173,132      250,910   173,120
          Diluted        268,836    221,883      265,943   175,947

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

                             Three Months Ended    Nine Months Ended
                                September 30,        September 30,
                             ------------------    ----------------
                                1998       1997      1998      1997
                                ----       ----      ----      ----

     Net income                $ 95.6     $50.9    $248.4    $112.1

     Other comprehensive                                            
      income (loss)
       Foreign currency
        translation adjustment ( 35.6)   ( 28.4)   ( 90.3)   ( 91.0)
       Related tax expense                    
        (benefit)                 (.1)      4.9      (2.3)     13.9
                              -------   -------   -------   -------
     Total other comprehensive
      income (loss)            ( 35.5)   ( 33.3)   ( 88.0)   (104.9)
                              -------   -------   -------   -------
     Comprehensive income
      (loss)                  $  60.1   $  17.6   $ 160.4   $   7.2
                              ========  =======   ========  =======

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

                                             September 30,   December 31,
                                                 1998             1997
                                              -----------    -----------
     Balance at beginning of period            $(448.1)        $(390.1)
     Translation adjustments                    ( 88.0)         ( 58.0)
                                               -------         -------
     Balance at end of period                  $(536.1)        $(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 September 30, 1998, the Company reported net income 
of $95.6 million, or $.26 per common share on a diluted basis, compared to $50.9
million, or $.13 per common share on a diluted basis, for the three months
ended September 30, 1997.

Total revenue for the quarter ended September 30, 1998 was $1.78 billion, up
10% from revenue of $1.62 billion for the quarter ended September 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 third 
quarter of 1998 compared to 35.5% in the year-ago period reflecting the 
Company's shift to higher growth, lower-margin services businesses.

For the three months ended September 30, 1998, selling, general and 
administrative expenses were $326.5 million compared to $340.0 million for the 
three months ended September 30, 1997. The decline was largely due to the 
Company's cost reduction programs as well as stringent controls over all 
discretionary expenditures.  Research and development expenses were $73.9   
million compared to $74.5 million a year earlier.

For the third quarter of 1998, the Company reported an operating income 
percent(operating income as a percent of total revenue) of 11.2% compared to 
9.9% 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
September 30, 1998
- ------------------
Customer revenue     $1,781.4               $640.6      $597.7     $543.1
Intercompany                      $(121.9)     1.2        18.6      102.1
                     --------     -------   ------      ------     ------
Total revenue        $1,781.4     $(121.9)  $641.8      $616.3     $645.2
                     ========     =======   ======      ======     ======

Gross profit percent     33.7%                23.4%       25.0%      46.6%
                     ========               ======      ======     ======
Operating income
     percent             11.2%                 4.1%       10.3%      17.3%
                     ========               ======      ======     ======

Three Months Ended
September 30, 1997
- ------------------
Customer revenue     $1,621.4               $513.9      $535.8     $571.7
Intercompany                      $(124.0)     4.5        12.9      106.6
                     --------     -------   ------      ------     ------
Total revenue        $1,621.4     $(124.0)  $518.4      $548.7     $678.3
                     ========     =======   ======      ======     ======

Gross profit percent     35.5%                21.1%       27.0%      46.2%
                     ========               ======      ======     ======
Operating income
     percent              9.9%                (1.9)%       9.3%      16.4%
                     ========               ======      ======     ======

</TABLE>



<PAGE>7


Customer revenue in the quarter from Information Services was $640.6 million, 
up 25% from $513.9 million in 1997 principally as a result of growth in systems 
integration and repeatable solutions. The gross profit percent was 23.4% in the 
current quarter compared to 21.1% in the year-ago period.  This increase 
reflects the continued benefits from improved quality and discipline in the 
screening and preparation of proposals and in service delivery, continued 
benefits from completing problem contracts, and the continued focus on higher-
growth, higher-margin solution programs.  Information Services operating income 
percent was 4.1% for the third quarter of 1998 compared to a negative 1.9% for 
the third quarter of 1997.

In Global Customer Services, customer revenue for the three months ended 
September 30, 1998 was $597.7 million, up 12% from $535.8 million for the three 
months ended September 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 25.0% compared to 27.0% 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 third quarter of 1998 was 10.3% 
compared to 9.3% last year.

Computer Systems customer revenue for the third quarter of 1998 was $543.1 
million, down 5% from $571.7 million in the third 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 46.6% compared to 46.2% last
year.  The operating income percent for the third quarter of 1998 was 17.3% 
compared to 16.4% last year.

Interest expense for the three months ended September 30, 1998 was $42.7 million
compared to $59.5 million for the three months ended September 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 $7.7 million in the current quarter compared to an expense of $20.2 
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 and higher interest income.

Income before income taxes was $149.4 million, or 8.4% of revenue, in the third 
quarter of 1998 compared to $80.8 million, or 5.0% of revenue, last year.  The 
provision for income taxes was $53.8 million in the current period compared to 
$29.9 million in the year-ago period.

For the nine months ended September 30, 1998, net income was $248.4 million, or 
$.64 per diluted common share, compared to net income of $112.1 million, or $.16
per diluted common share, last year.  Revenue was $5.16 billion compared to 
$4.74 billion for the first nine 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.


<PAGE>8


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.

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

Cash and cash equivalents at September 30, 1998 were $781.1 million compared to 
$803.0 million at December 31, 1997.  During the nine months ended September 30,
1998 cash provided by operations was $439.5 million compared to a year-ago cash 
usage of $10.2 million.  The increase in cash provided of $449.7 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.  In addition, in 1997, management reduced the amount of sales of 
accounts receivable, which negatively impacted cash flow from operations 
by $142.0 million in the first nine months of 1997.  

Cash used for investing activities during the first nine months of 1998 was 
$185.2 million compared to $201.9 million during the first nine months of 1997. 

Cash used for financing activities during the nine months ended September 30, 
1998 was $258.1 million compared to $226.6 million in the year-ago period.  
Included in the current period were principal payments of debt of $438.8 million
partially offset by proceeds of $195.2 million from issuance of debt.  Last 
year's usage included $150.0 million for the redemption of Series B and 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.

On September 15, 1998, the Company made a $30 million sinking fund payment, 
which included a $20 million optional prepayment, on its 9 3/4% sinking fund 
debentures.

At September 30, 1998, total debt was $1.5 billion, a decline of $231.7 million 
from December 31, 1997.

On October 1, 1998, the Company redeemed at par the remaining $130 million 
outstanding of its 10 5/8% notes, one year ahead of the due date in October 
1999.  On November 2, 1998, the Company announced that it had called the 
remaining $160 million of its 9 3/4% sinking fund debentures.  The debentures 
will be redeemed on December 4, 1998 at the stated redemption price of 103.61% 
of principal, plus accrued interest.  These early redemptions and the September 
1998 prepayments mentioned above will save the Company more than $30 million in 
annual interest expense and cash.  The Company will record an extraordinary 
after-tax charge of approximately $5 million, or $.02 per diluted share, in the 
fourth quarter to cover these redemptions.

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.



<PAGE>9


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 September 1997.  As of September 30, 
1998, there were no borrowings outstanding under the agreement.

Given its improved financial condition, in October 1998 the Company terminated 
its U.S. facility used to sell accounts receivable.  As a result of the 
discontinuance of this facility, operational cash flow will be reduced by $120 
million in the fourth quarter of 1998.

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 September 30, 1998, the Company had deferred tax assets in excess of deferred
tax liabilities of $1,421 million.  For the reasons cited below, management 
determined that it is more likely than not that $1,034 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 $1,034 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 $167.2 million during the nine months ended 
September 30, 1998, principally reflecting net income of $248.4 million and 
proceeds from the issuance of stock related to stock option and employee plans 
of $61.2 million, offset in part by preferred stock dividends declared of $79.9 
million and translation adjustments of $88.0 million.

Year 2000 Readiness Disclosure
- ------------------------------

Many computer systems and embedded technology may experience problems handling 
dates beyond the year 1999 and therefore may need to be modified prior to the 
year 2000 in order to remain functional.  The Company is taking steps to 
ensure both the readiness of its product offerings to customers and the 
readiness of its internal systems for handling dates beginning in the year 
2000.

As part of its development efforts, the Company's current product offerings 
have been designed or are being redesigned to be Year 2000 Ready, as defined 
by the Company.  However, certain of the Company's hardware and software 
products currently used by customers will require upgrades or other 
remediation to become Year 2000 Ready.  Some of these products are used in 
critical applications where the impact of non-performance to these customers 
and other parties could be significant.  The Company has taken steps to notify 
customers of the year 2000 issue, provide information and resources on the 
Company's Year 2000 web site, emphasize the importance of customer testing of 
their own systems in their own unique business environment and offer 
consulting services to assist customers in assessing their year 2000 risk. 



<PAGE> 10

The Company is also in the process of assessing the year 2000 readiness of its 
key suppliers. The Company's reliance on suppliers, and therefore, on the 
proper functioning of their products, information systems and software, means 
that their failure to address year 2000 issues could affect the Company's 
business.  However, the potential impact and related costs are not known at 
this time. The Company is in the process of inquiring about the year 2000 
readiness of key suppliers providing services to the Company.  It is also in 
the process of trying to obtain year 2000 readiness warranties from key 
vendors supplying product to the Company for incorporation into the Company's 
products or for resale.  The Company expects to identify alternate sources or 
strategies where necessary if significant exposure is identified.

The Company's year 2000 internal systems effort involves three stages:  
inventory and assessment of its hardware, software and embedded systems, 
remediation or replacement of those that are not year 2000 ready and testing 
the systems.  In 1997, the Company completed an inventory and year 2000 
assessment of its internal information technology ("IT") systems, and 
developed a work plan to remediate non-compliant systems or replace or 
consolidate these systems as part of the Company's efforts to reduce and 
simplify, on a worldwide basis, its IT systems.  The Company is initially 
focusing on the IT systems that are critical to running its business.  The 
Company expects to complete the remediation or replacement/consolidation of 
such systems by March, 1999 and to complete integrated testing of these 
systems by mid 1999.  The Company expects to remediate or replace/consolidate 
its other IT systems by mid 1999 and to test these systems through 1999.

The Company has completed an inventory and assessment of a significant portion 
of its key non-IT systems, such as data and voice communications, building 
management and manufacturing systems, and expects to complete the balance by 
the end of 1998.  The Company is in the process of remediating those systems 
that are not year 2000 ready and expects to have such remediation and testing 
completed by mid 1999. 

The Company estimates that, as of September 30, 1998, the cost of remediating 
its internal systems has been approximately $10 million and that it expects to 
spend approximately $5 million for the balance of 1998 and 1999.  The Company 
is funding this effort through normal working capital.  This estimate does not 
include the cost of replacing or consolidating IT systems in connection with 
the Company's worldwide IT simplification project which was undertaken for 
reasons unrelated to year 2000 issues, potential costs related to any customer 
or other claims, the costs associated with making the Company's product 
offerings Year 2000 Ready and the costs of any disruptions caused by suppliers 
not being year 2000 ready.  This estimate is based on a current assessment of 
the year 2000 projects and is subject to change as the projects progress. 

Although the Company does not believe that it will incur material costs or 
experience material disruptions in its business associated with the year 2000, 
there can be no assurance that the Company will not experience serious 
unanticipated negative consequences and/or material costs.  The Company may 
see increased customer satisfaction costs related to year 2000 over the next 
few years.  In addition, some commentators have stated that a significant 
amount of litigation may arise out of year 2000 compliance issues, and the 
Company is aware of a growing number of lawsuits against information 
technology and solutions providers.  Although the Company believes it has 
taken adequate measures to address year 2000 issues, because of the 
unprecedented nature of such litigation, it is uncertain to what extent the 
Company may be affected by it.  It is also unknown whether customer spending 
patterns may be impacted by the year 2000 issue.  Efforts by customers to 
address year 2000 issues may absorb a substantial part of their IT budgets in 
the near term, and customers may either accelerate or delay the purchase of 
new applications and systems.  While this behavior may increase demand for 
certain of the Company's products and services, including its year 2000 
offerings, it could also soften demand.  These events could affect the 
Company's revenues or change its revenue patterns.  In addition, there can be 
no assurance that the Company's current product offerings do not contain 
undetected errors or defects associated with year 2000 date functions that may 
result in increased costs to the Company.  With respect to its internal 
systems, the worst case scenarios might include corruption of data contained 
in the Company's internal IT systems, hardware failures, the failure of the 

<PAGE> 11

Company's significant suppliers and the failure of infrastructure services 
provided by utilities and other third parties such as electricity, phone 
service, water transport and internet services. The Company currently has not 
developed contingency plans in the event it does not complete all phases of 
its year 2000 program.  The Company plans to evaluate the status of completion 
of its year 2000 program in the second quarter of 1999 and determine whether 
such plans are necessary.

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 56% 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.

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.

Future results may also be adversely affected by a delay in, or increased 
costs associated with, the implementation of the year 2000 actions discussed 
above, or by the Company's inability to implement them.
















<PAGE> 12


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


Item 1.   Legal Proceedings
- -------   -----------------
As previously reported, most recently in the Company's Quarterly Report on 
Form 10-Q for the quarterly period ended June 30, 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 6.    Exhibits and Reports on Form 8-K
- -------    --------------------------------

(a)        Exhibits

           See Exhibit Index

(b)        Reports on Form 8-K

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














<PAGE> 13


                               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:  November 13, 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> 14


                             EXHIBIT INDEX

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

10       Unisys Corporation Executive Life Insurance Plan, effective 
         September 12, 1998

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

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

12       Statement of Computation of Ratio of Earnings to Fixed Charges

27       Financial Data Schedule






                            UNISYS CORPORATION
                      Executive Life Insurance Plan
                       Effective September 12, 1998

Article 1 - Establishment and Purpose

1.1   Establishment.

The Unisys Corporation Executive Life Insurance Plan (the "Plan") is 
established September 12, 1998.  The Plan as set forth herein, unless 
otherwise stated, is effective and applicable only for Participants terminating 
active employment on or after September 12, 1998.

1.2   Purpose.

The purpose of the Plan is to provide life insurance protection under a split-
dollar arrangement as a benefit to certain executive employees of the 
Employer, in order to encourage such employees to continue their 
employment with the Employer, to reward such employees for their service 
with the Employer, and to induce desirable persons to enter into the 
Employer's employ in the future.  The Plan supersedes the Prior Plan and 
the life insurance policies thereunder to replace the life insurance protection 
provided to a Participant under the Prior Plan with the life insurance 
protection provided under this Plan.

Article 2 - Definitions

Except as otherwise provided, the following terms have the definitions 
hereinafter indicated whenever used in this Plan with initial capital letters:

2.1
   Base Salary.

"Base Salary" means a Participant's annualized base salary, exclusive of 
overtime, bonuses and other compensation, in effect at the time of the 
Participant's death or earlier Retirement.

2.2   Beneficiary.

"Beneficiary" means the person, persons, entity or entities designated to be 
the recipient of the Participant's share of the proceeds of a Policy.

2.3   Collateral Assignment Split-Dollar Agreement.

"Collateral Assignment Split-Dollar Agreement" means the written 
agreement entered into by the Company and an Eligible Employee pursuant 
to which such Eligible Employee becomes a Participant in the Plan as of the 
date specified in such agreement.

2.4   Committee.

"Committee" means the Executive Life Insurance Plan Committee, which 
shall be composed of the Senior Vice President, Worldwide Human Resources 
and the Staff Vice President, Strategic and Executive Compensation.

2.5  Company.

"Company" means Unisys Corporation, a Delaware corporation, and its 
successors and assigns.

2.6   Eligible Employee.

"Eligible Employee" means an Employee who is an elected officer of the 
Company or any other Employee who is selected by the Committee to 
participate in the Plan.  Retired Employees are not eligible for this Plan.

2.7   Employee.

"Employee" means any person who is or was before Retirement employed by 
an Employer on a regular, full-time salaried basis as an executive employee, 
including officers of the Employer.

2.8   Employer.

"Employer" means the Company and its subsidiaries.

2.9   Insurer.

"Insurer" means the insurance company that provides life insurance coverage 
on a Participant under the Plan or the insurance company to whom 
application for such coverage has been made.

2.10  Participant.

"Participant" means an Eligible Employee who is participating in the Plan.

2.11  Plan.

"Plan" means the Unisys Corporation Executive Life Insurance Plan as set 
forth herein together with any and all amendments and supplements hereto.

2.12  Policy.

"Policy" means, with respect to each Employee, any policy of individual life 
insurance on the Employee's life which the Employee acquires or otherwise 
utilizes pursuant to Article 5 to provide benefits under the Plan.

2.13  Policy Proceeds.

"Policy Proceeds" means the aggregate amount payable by the Insurer 
pursuant to the Policy to the Participant's Beneficiary and the Employer 
upon the death of the Participant.

2.14  Prior Plan.

"Prior Plan" means the UNISYS Executive Life Insurance Plan which 
provided life insurance coverage through a group life insurance contract 
issued by Cigna and Pacific Life.

2.15  Retirement.

"Retirement" means termination of an Employee's employment with the 
Employer, for reasons other than death, on or after the date the Employee 
reaches the Employee's earliest retirement date under a retirement plan 
sponsored by the Employer.

2.16  Total Compensation.

"Total Compensation" means the total of the Participant's Base Salary plus 
Target Annual Bonus.

Article 3 - Plan Rights and Obligations

The rights of Participants are set forth herein.  Each Participant is bound by 
the terms of the Plan.  As a condition of participation in this Plan, an 
Eligible Employee's participation in the Prior Plan sponsored by the Employer 
shall terminate as of the date specified in the Eligible Employee's Agreement 
on which the Eligible Employee becomes a Participant in this Plan.

Article 4 - Amount of Coverage

4.1   Basic Pre-Retirement Coverage.

The amount of life insurance coverage to be provided to a Participant while 
the Participant continue to be employed by the Employer shall be equal to 
two and one-half (2.5) times the Participant's Base Salary (coverage rounded 
up, if necessary, to the next $1,000,000).  The Basic Pre-Retirement Coverage 
is provided without evidence of insurability.

4.2   Basic Post-Retirement Coverage.

The amount of life insurance coverage to be provided to a Participant after 
the Participant's Retirement shall be equal to two and one-half (2.5) times 
the Participant's Base Salary (coverage rounded up, if necessary to the next 
$1,000), subject to a minimum of $500,000 and a maximum of $1,000,000.  
The Basic Post-Retirement Coverage is provided without evidence of 
insurability.

4.3   Supplemental Pre-Retirement Coverage.

The Participant will be allowed to purchase additional coverage subject to the 
terms of the Plan to increase the total life insurance benefit up to a 
maximum of four (4) times the Participant's Total Compensation, when 
including the Basic Pre-Retirement Coverage, described in paragraph 4.1.  
The Supplemental Pre-Retirement Coverage will require full underwriting 
and death benefits will only be provided to the extent of the coverage issued 
by the carrier.

4.4   Supplemental Post-Retirement Coverage.

The Participant will be allowed to purchase an unlimited amount of 
additional post-retirement life insurance coverage by using a portion or all of 
the Participant's Short-Term Incentive Compensation (EVC).  The Company 
will not participate in the purchase of any Supplemental Post-Retirement 
Coverage.

4.5   Estate Planning Option.

The Participant may elect to include a spouse under a joint-life second-to-die 
(survivorship) policy for the same amount of combined Basic and 
Supplemental Coverage.  This election is an alternative option and is not 
being offered in addition to the coverage described in paragraphs 4.1 through 
4.4.  Full underwriting will be required for the participant's spouse.

4.6   Termination of Participation and Coverage:  Repayment of 
Premiums.

Termination of a Participant's participation hereunder will occur upon any of 
the following events:  (1) termination of the Plan, (2) failure of the 
Participant to pay contributions within the time prescribed by the 
Committee, (3) termination of the Participant's employment with the 
Employer for reasons other than the Participant's death or Retirement, or (4) 
the termination of the Collateral Assignment Agreement at the Employee's 
retirement or, if later, fifteen years from the date of issuance of the 
Policy. Thereafter, the Participant shall have no life insurance coverage 
under this Plan, but the Policy will be distributed to the Employee with its 
residual cash values.

Article 5 - Policy Ownership and Rights

5.1   Introduction.

The provisions of this Article establish certain rights and obligations of the 
Employer and each Participant with respect to the Policy (or Policies) used to 
provide benefits under this Plan.  The terms of this Article shall apply 
separately to each Participant.

5.2   Acquisition of Policy.

The Participant shall apply for a Policy.  The Employer and the Participant 
shall take all reasonable actions to (1) cause the Insurer to issue the Policy, 
and (2) cause the Policy to conform to the provisions of this Plan.  The Policy 
shall be subject to the terms and conditions of this Plan.  Participants 
failing to take reasonable actions to cause the Policy to be issued in a 
timely manner will not be eligible for Benefits under this Plan.

5.3   Policy Ownership.

The Participant shall be the sole and absolute owner of the Policy and may 
exercise all ownership rights granted to the owner by terms of the Policy, 
except as may otherwise be provided within the Plan.

5.4   Participant's Obligation to the Employer.

The Participant shall be obligated to repay the Employer the aggregate 
amount that the Employer pays on behalf of the Participant under the Plan.

5.5   Collateral Assignment.

The Participant shall assign the Policy to the Employer to secure the 
Participant's obligation under Section 5.4 by completing a Collateral 
Assignment Agreement.

5.6   Beneficiary Designation.

The Participant will be able to select the Beneficiary to receive the death 
benefit to which the Participant is entitled under Article 4 of this Plan.  The 
Employer shall be the Beneficiary of the portion of the death benefit needed 
to repay the Participant's obligation under this Plan.

5.7   Investment Decisions.

Prior to the Participant's retirement or termination of this Plan, the 
Employer shall reserve the right to select the investments within the Policy, 
if any.  After the Employer's obligation is satisfied, under paragraph 5.4, the 
Participant will have full control of the mix of investment vehicles available 
within the Policy.

5.8   Assignment of Participant's Interest.

The Participant may elect to transfer his/her rights in the Policy, but not the 
rights assigned to the Employer, to a third party, such as a life insurance 
trust.  If a transfer of rights is made, the Participant will not have any 
further rights in the Policy or this Plan.

5.9   Limitations on Participant's Rights in the Policy.

Except as provided in the Plan, the Participant shall not sell, assign, 
transfer, borrow against, surrender or cancel the Policy, change the 
beneficiary designation provision, nor change any other part of the Policy 
without the written consent of the Employer.

Article 6 - Death Benefits

6.1   Prompt Collection.

Upon the death of a Participant, the Employer with the cooperation of the 
Beneficiary, shall promptly take all action necessary to initiate payment by 
the Insurer of the Policy Proceeds.

6.2   Division of Policy Proceeds.

A death benefit equal to the amount of life insurance coverage to which the 
Participant is entitled under Article 4 of this Plan, if any, shall be paid 
directly from the Insurer to the Participant's designated Beneficiary, and any 
remaining Policy Proceeds shall be paid to the Employer, provided that in no 
event shall the portion of the Policy proceeds paid to the Employer be more 
than the amount to which the Employer is entitled pursuant to Section 7.2.

To the extent that the death benefit is insufficient to pay the Basic Coverage 
due to the Participant under Articles 4.1 and 4.2 and reimburse the 
Employer in Article 7.2, the Employer shall ensure that the full death benefit 
is paid under the Basic Coverage.  To the extent that the death benefit 
exceeds the amount due to the Participant under Article 4 plus the amount 
due the Employer in Article 7.2, the excess benefit will be paid to the 
Participant's designated Beneficiary.  To the extent the death benefit is 
insufficient to meet all payment requirements, the following priority will be 
effective:

First       Payment of Participant's Basic Coverage due under 
            Article 4.1 & 4.2

Second      Repayment of the Employer due under Article 7.2

Third       Payment of Supplemental Coverage due under Articles 4.3 & 4.4

6.3   Interest on Policy Proceeds.

Any interest payable by the Insurer with respect to a Beneficiary's share of 
the Policy Proceeds shall be paid to the Beneficiary and any interest payable 
by the Insurer with respect to the Employer's share of the Policy Proceeds 
shall be paid to the Employer.

Article 7 - Policy Premiums

7.1   Payment of Premiums and Participant Contributions.

The Employer shall pay the premiums on each Policy to the Insurer on or 
before the due date or within the grace period provided therein.  

7.2   Repayment To Company.

The Employer shall be repaid from the Policy Proceeds or cash surrender 
value of each Policy the amount of the premiums on the Policy which the 
Employer paid hereunder (not including any contributions by a participant), 
reduced by the outstanding balance of any indebtedness which was incurred 
by the Employer and secured by the Policy, including any interest due on 
such indebtedness.  Any such indebtedness shall be satisfied out of the Policy 
Proceeds or cash surrender value of the Policy.  In no event shall the amount 
repaid to the Employer exceed the amount of the Policy Proceeds or cash 
surrender value of the Policy remaining after satisfaction of any such 
indebtedness.

Article 8 - Plan Administration

8.1   Named Fiduciary; Administration.

The Committee is hereby designated as the named fiduciary under this Plan.  
The named fiduciary shall have authority to control and manage the 
operation and administration of this Plan, and it shall be responsible for 
establishing and carrying out a funding policy and method consistent with 
the objectives of this Plan.  The Committee shall also have the power to 
establish, adopt, or revise such rules, regulations, procedures and forms as it 
may deem advisable for the administration of the Plan.  The interpretation 
and construction of the Plan by the Committee and any action taken 
thereunder, shall be binding and conclusive upon all parties in interest.  No 
member of the Committee shall, in any event, be liable to any person for any 
action taken or omitted to be taken in connection with the interpretation, 
construction or administration of the Plan, so long as such action or omission 
to act is made in good faith.  (Members of the Committee shall be eligible to 
participate in the Plan while serving as members of the Committee, but a 
member of the Committee shall not vote or act upon any matter that relates 
solely to such member's interest in the Plan as a Participant.)

8.2   Determination of Benefits.

The Committee shall make all determinations concerning eligibility to 
participate, rights to benefits, the amount of benefits, and any other question 
under this Plan.  Any decision by the Committee denying a claim by a 
Participant or Beneficiary for benefits under this Plan shall be stated in 
writing and delivered or mailed to the Participant or Beneficiary.  Such 
decision shall set forth the specific reasons for the denial written in a manner
calculated to be understood by the Participant or Beneficiary.  In addition, 
the Committee shall afford a reasonable opportunity to the Participant or 
Beneficiary for a full and fair review of the decision denying such claim.

Article 9 - General Provisions

9.1   No Contract of Employment.

Nothing contained herein shall be construed to be a contract of employment 
of any term of years, nor as conferring upon an Employee the right to 
continue in the employ of the Company in any capacity.

9.2   Amendment and Termination of Plan.

The Company, through action of the Compensation and Organization (C&O) 
Committee of its Board of Directors, may, in its sole discretion, amend or 
terminate the Plan in whole or in part at any time.  In addition, without 
limiting the foregoing, the C&O Committee shall delegate to the Executive 
Life Insurance Plan Committee the power to amend the Plan on behalf of the 
Company where such amendment would not result in a material increase in 
the cost of the Plan for the Company.  The Plan will also terminate, without 
notice, upon the total cessation of the business of the Company or upon the 
bankruptcy, receivership or dissolution of the Company.

9.3   Conflicting Provisions.

In the event of a conflict between the provisions of this Plan and the 
provisions of any collateral assignment, beneficiary designation or other 
document related to a Policy, the provisions of the Plan shall prevail.

9.4   Notice.

Any notice, consent, or demand required or permitted to be given under the 
provisions of this Plan shall be in writing, and shall be signed by the party 
giving or making the same.  If such notice, consent, or demand is mailed, it 
shall be sent by Untied States certified mail, postage prepaid, addressed to 
such party's last known address as shown on the records of the Company.  If 
notice, consent or demand is sent to the Company, it shall be sent to:

      Executive Compensation
      MS-B381
      Township Line & Union Meeting Road
      Blue Bell, Pennsylvania  19424-0001

The date of such mailing shall be deemed the date of notice, consent, or 
demand.  Either party may change the address to which notice is to be sent 
by giving notice of the change of address in the manner aforesaid.

9.5   Governing Law.

This Plan shall be governed by and construed in accordance with the laws of 
the Commonwealth of Pennsylvania.

9.6   Gender, Singular and Plural.

All pronouns and any variations thereof shall be deemed to refer to the 
masculine, feminine, or neuter, as the identity of the person or persons may 
require.  As the context may require, the singular may be read as the plural 
and the plural as the singular.

9.7   Captions.

The captions of the articles, sections, and paragraphs of this Plan are for 
convenience only and shall not control or affect the meaning or construction 
of any of its provisions.

9.8   Validity.

In the event any provision of this Plan is held invalid, void, or unenforceable,
the same shall not affect, in any respect whatsoever, the validity of any other 
provision of this Plan.

9.9   Binding Effect.

This Plan shall be binding upon, and inure to the benefit of the Employer 
and its successors and assigns, and the Participants and their successors, 
assigns, heirs, executors, administrators and beneficiaries.




<TABLE>

                                                             EXHIBIT 11.1

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

Net income                                     $     248.4     $     112.1
Less dividends on preferred shares              (     79.9)     (     84.5)
                                               -----------     -----------
Net income available to common stockholders    $     168.5     $      27.6
                                               ===========     ===========

Weighted average shares                        250,909,816     173,120,399
                                               ===========     ===========
Basic earnings per share                       $       .67     $       .16
                                               ===========     ===========

Diluted Earnings Per Common Share

Net income available to common stockholders    $     168.5     $      27.6
Plus impact of assumed conversions
  Interest expense on 8 1/4% Convertible Notes
    due 2006, net of tax                               1.2                
                                               -----------     -----------
Net income available to common
  stockholders plus assumed conversions        $     169.7     $      27.6
                                               ===========     ===========

Weighted average shares                        250,909,816     173,120,399
Plus incremental shares from assumed 
  conversions
  Employee stock plans                          11,020,766       2,826,217
  8 1/4% Convertible Notes due 2006              4,012,508                
                                               -----------     -----------
Adjusted weighted average shares               265,943,090     175,946,616
                                               ===========     ===========
Diluted earnings per share                     $       .64    $        .16
                                               ===========     ===========

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
                             33,696,405
  Series A preferred stock                      47,449,470      47,454,016

</TABLE>




<TABLE>
                                                            EXHIBIT 11.2

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

Net income                                     $      95.6     $      50.9
Less dividends on preferred shares              (     26.6)     (     26.6)
                                               -----------     -----------
Net income available to common stockholders    $      69.0     $      24.3
                                               ===========     ===========

Weighted average shares                        253,321,980     173,131,975
                                               ===========     ===========
Basic earnings per share                       $       .27     $       .14 
                                               ===========     ===========

Diluted Earnings Per Common Share

Net income available to common stockholders    $      69.0     $      24.3
Plus impact of assumed conversions
  Interest expense on 8 1/4% Convertible Notes
    due 2006, net of tax                                .4             4.1
                                               -----------     -----------
Net income available to common
  stockholders plus assumed conversions        $      69.4     $      28.4
                                               ===========     ===========

Weighted average shares                        253,321,980     173,131,975
Plus incremental shares from assumed 
  conversions                                                             
  Employee stock plans                          11,538,799       5,260,148
  8 1/4% Convertible Notes due 2006              3,975,247      43,490,909
                                               -----------     -----------
Adjusted weighted average shares               268,836,026     221,883,032
                                               ===========     ===========
Diluted earnings per share                     $       .26    $        .13 
                                               ===========     ===========

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 2000                             33,694,440
  Series A preferred stock
                      47,448,144      47,453,877

</TABLE>




<TABLE>
                                                                   Exhibit 12

                             UNISYS CORPORATION
       COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
                               ($ in millions)
<CAPTION>
                                Nine
                                Months
                                Ended          Years Ended December 31
                                Sept.30,-------------------------------------
                                1998     1997     1996     1995    1994   1993
                                -------  ----     ----     ----    ----   ----
<S>                             <C>    <C>       <C>     <C>      <C>    <C>
Income (loss) from continuing
 operations before income taxes $388.2 $(758.8)  $ 93.7  $(781.1) $ 14.6 $370.9
Add (deduct) share of loss 
  (income) of associated 
  companies                       (2.1)    5.9     (4.9)     5.0    16.6   14.5
                                ------  ------   ------  -------  ------ ------
    Subtotal                     386.1  (752.9)    88.8   (776.1)   31.2  385.4
                                ------  ------   ------  -------  ------ ------
Interest expense (net of 
  interest capitalized)          131.8   233.2    249.7    202.1   203.7  241.7
Amortization of debt issuance
  expenses                         3.6     6.7      6.3      5.1     6.2    6.6
Portion of rental expense
  representative of interest      42.2    56.2     59.2     65.3    65.0   70.5
                                ------  ------  -------  -------  ------ ------
    Total Fixed Charges          177.6   296.1    315.2    272.5   274.9  318.8
                                ------  ------  -------  -------  ------ ------
Earnings (loss) from continuing
  operations before income 
  taxes and fixed charges       $563.7 $(456.8)  $404.0  $(503.6) $306.1 $704.2
                                ====== =======   ======  =======  ====== ======
Ratio of earnings to fixed 
  charges                         3.17    (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 SEPTEMBER 30, 1998 AND IS QUALIFIED
              IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>  1,000,000
       
<S>                                                              <C>
<PERIOD-TYPE>                                                    9-MOS
<FISCAL-YEAR-END>                                                DEC-31-1998
<PERIOD-END>                                                     SEP-30-1998
<CASH>                                                                   781
<SECURITIES>                                                               0
<RECEIVABLES>                                                            977
<ALLOWANCES>                                                             (67)
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<EPS-PRIMARY>                                                            .67
<EPS-DILUTED>                                                            .64

        

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