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, 1999.

[ ]   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.)

                                 Unisys Way
                  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, 1999:
282,988,882.











<PAGE> 2

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
                       UNISYS CORPORATION
                CONSOLIDATED BALANCE SHEET (UNAUDITED)
                          (Millions)
<CAPTION>   
                                           
                                           June 30,    December 31,
                                            1999           1998
                                         -----------   ------------
<S>                                       <C>            <C>

Assets
------
Current assets
Cash and cash equivalents                 $  438.8       $  604.3
Accounts and notes receivable, net         1,201.4        1,232.0
Inventories
   Parts and finished equipment              216.1          263.6
   Work in process and materials             167.7          199.7
Deferred income taxes                        459.8          428.8
Other current assets                         103.1           88.3
                                          ---------      --------
Total                                      2,586.9        2,816.7
                                          ---------      --------

Properties                                 1,662.9        1,720.5
Less-Accumulated depreciation              1,110.5        1,139.6
                                          ---------      --------
Properties, net                              552.4          580.9
                                          ---------      --------
Investments at equity                        193.4          184.6
Software, net of accumulated amortization    237.9          246.6
Prepaid pension cost                         888.1          833.8
Deferred income taxes                        694.4          694.4
Other assets                                 298.3          220.7
                                          ---------      --------
Total                                     $5,451.4       $5,577.7
                                          =========      ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $   62.0       $   50.6

Current maturities of long-term debt          24.2            4.0
Accounts payable                             895.1          922.7
Other accrued liabilities                  1,119.8        1,301.9
Dividends payable                             12.6           26.6
Estimated income taxes                       314.3          276.7
                                          ---------      --------
Total                                      2,428.0        2,582.5
                                          ---------      --------
Long-term debt                             1,088.8        1,105.2
Other liabilities                            344.6          373.0

Stockholders' equity
Preferred stock                              670.8        1,420.0
Common stock, issued: 1999, 284.8;
   1998, 257.9                                 2.8            2.6
Accumulated deficit                       (1,258.3)      (1,456.3)
Other capital                              2,749.9        2,082.3
Accumulated other comprehensive
   loss                                     (575.2)        (531.6)
                                          ---------      --------
Stockholders' equity                       1,590.0        1,517.0
                                          ---------      --------
Total                                     $5,451.4       $5,577.7
                                          =========      ========
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
                                     -----------------      ----------------
                                       1999      1998         1999      1998
                                     --------  --------     --------  --------
<S>                                  <C>       <C>          <C>       <C>

Revenue                              $1,886.4  $1,728.5     $3,698.8  $3,378.2
                                     --------  --------     --------  --------
Cost and expenses
  Cost of revenue                     1,227.9   1,145.6      2,377.7   2,236.1
  Selling, general and
    administrative                      341.5     328.6        672.5     658.8
  Research and development expenses      81.2      70.0        158.4     142.9
                                     --------  --------     --------  --------
                                      1,650.6   1,544.2      3,208.6   3,037.8
                                     --------  --------     --------  --------
Operating income                        235.8     184.3        490.2     340.4

Interest expense                         34.7      42.6         68.9      89.1
Other income (expense), net             (16.9)      (.9)       (66.1)    (12.5)
                                     --------  --------     --------  --------
Income before income taxes              184.2     140.8        355.2     238.8
Estimated income taxes                   64.5      50.7        124.3      86.0
                                     --------  --------     --------  --------
Net income                              119.7      90.1        230.9     152.8
Dividends on preferred shares            12.0      26.6         34.8      53.3
                                     --------  --------     --------  --------

Earnings on common shares            $  107.7  $   63.5     $  196.1  $   99.5
                                     ========  ========     ========  ========
Earnings per common share
  Basic                              $    .40  $    .25     $    .73  $    .40
                                     ========  ========     ========  ========
  Diluted                            $    .38  $    .24     $    .70  $    .38
                                     ========  ========     ========  ========

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
                                                    ------------------
                                                       1999      1998
                                                    --------   --------
<S>                                                <C>        <C>
Cash flows from operating activities
Net income                                         $   230.9  $   152.8
Add (deduct) items to reconcile net income 
    to net cash provided by 
    operating activities:
Depreciation                                            72.4       70.2
Amortization:   
   Marketable software                                  58.0       52.8
   Goodwill                                              8.0        3.4
(Increase)in deferred income taxes, net                (31.0)      (2.8)
(Increase) decrease in receivables, net                 (5.3)      36.9
Decrease in inventories                                 79.5        7.6
(Decrease) in accounts payable and
   other accrued liabilities                          (248.0)    (126.2)
Increase in estimated income taxes                      37.6       35.6
(Decrease)increase in other liabilities                (10.7)       1.2
(Increase) in other assets                             (74.6)     (13.6)
Other                                                   19.8        8.7
                                                     -------    -------
Net cash provided by operating activities              136.6      226.6
                                                     -------    -------
Cash flows from investing activities
   Proceeds from investments                           638.9      913.8
   Purchases of investments                           (618.9)    (906.7)
   Proceeds from sales of properties                    11.0                          
   Investment in marketable software                   (49.2)    ( 58.5)
   Capital additions of properties                     (77.8)    ( 63.3)
   Purchases of businesses                             (51.9)           
                                                     -------    -------
Net cash used for investing activities                (147.9)    (114.7) 
                                                     -------    -------
Cash flows from financing activities
   Redemption of preferred stock                      (181.9)
   Proceeds from issuance of debt                       29.5      195.2             
   Payments of long-term debt                           (2.4)    (408.2)            
   Net proceeds from short-term borrowings              11.5       23.4
   Dividends paid on preferred shares                  (47.0)    ( 53.3)
   Proceeds from employee stock plans                   46.0       52.6
                                                     -------    -------
Net cash used for financing activities                (144.3)    (190.3)
                                                     -------    -------
Effect of exchange rate changes on
   cash and cash equivalents                            (9.9)    ( 12.9)
                                                     -------    -------

(Decrease) in cash and cash equivalents               (165.5)    ( 91.3)
Cash and cash equivalents, beginning of period         604.3      803.0
                                                    --------   --------
Cash and cash equivalents, end of period            $  438.8   $  711.7
                                                    ========   ========

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
                         ------------------     ----------------- 
                           1999       1998        1999     1998
                         -------    -------     -------   -------
          Basic          272,558    251,134     266,850   249,704    
          Diluted        282,941    266,473     278,934   264,497    

b.   A summary of the company's operations by business segment for the
     three and six month periods ended June 30, 1999 and 1998 is presented 
     below(in millions of dollars):

                             Total    Corporate    Services    Technology
     Three Months Ended      -----    ---------    --------    ----------
       June 30, 1999
     ------------------
     Customer revenue       $1,886.4               $1,370.0      $  516.4     
     Intersegment                      $(154.8)        16.7         138.1
                            --------   --------    --------      --------
     Total revenue          $1,886.4   $(154.8)    $1,386.7      $  654.5
                            ========   ========    ========      ========
     Operating income(loss) $  235.8   $   (.2)    $  115.9      $  120.1
                            ========   ========    ========      ========

     Three Months Ended  
       June 30, 1998
     ------------------
     Customer revenue       $1,728.5               $1,226.3      $  502.2
     Intersegment                      $(123.3)        16.2         107.1
                            --------   --------    --------      --------
     Total revenue          $1,728.5   $(123.3)    $1,242.5      $  609.3
                            ========   ========    ========      ========
     Operating income(loss) $  184.3   $(  9.2)    $   90.3      $  103.2
                            ========   =======     ========      ========

     Six Months Ended
       June 30, 1999
     ----------------
     Customer revenue       $3,698.8               $2,562.3      $1,136.5     
     Intersegment                      $(263.9)        31.3         232.6   
                            --------   --------    --------      --------
     Total revenue          $3,698.8   $(263.9)    $2,593.6      $1,369.1
                            ========   ========    ========      ========
     Operating income(loss) $  490.2   $  (8.2)    $  186.7      $  311.7
                            ========   ========    ========      ========
                            
     Six Months Ended  
       June 30, 1998
     ------------------
     Customer revenue       $3,378.2               $2,277.5      $1,100.7
     Intersegment                      $(248.4)        31.0         217.4
                            --------   --------    --------      --------
     Total revenue          $3,378.2   $(248.4)    $2,308.5      $1,318.1
                            ========   ========    ========      ========
     Operating income(loss) $  340.4   $( 27.1)    $  138.5      $  229.0
                            ========   =======     ========      ========


<PAGE> 6


Presented below is a reconciliation of total business segment operating 
income to consolidated income before taxes (in millions of dollars):

                                             Three Months      Six Months
                                            Ended June 30     Ended June 30
                                            ---------------   -------------
                                             1999     1998     1999    1998
                                             ----     ----    ------  ------
     Total segment operating income         $236.0   $193.5   $498.4  $367.5
     Interest expense                        (34.7)   (42.6)   (68.9)  (89.1)
     Other income (expense), net             (16.9)   (  .9)   (66.1)  (12.5)
     Corporate and eliminations              (  .2)   ( 9.2)   ( 8.2)  (27.1)
                                            ------   ------   ------  ------
     Total income before income taxes       $184.2   $140.8   $355.2  $238.8
                                            ======   ======   ======  ======

c.   Comprehensive income for the three and six months ended June 30, 1999 and
     1998 includes the following components (in millions of dollars):

                                       Three Months         Six Months
                                       Ended June 30       Ended June 30
                                       ---------------     -------------
                                        1999     1998      1999    1998
                                       ------   ------    ------  ------
     Net income                        $119.7   $  90.1   $230.9  $152.8
     Other comprehensive
       income (loss)
        Foreign currency
         translation adjustment          15.8     (25.4)   (43.1)  (54.7)
        Related tax expense
         (benefit)                         .7     ( 1.7)      .5   ( 2.2)
                                       ------    ------   ------  ------
     Total other comprehensive
       income (loss)                     15.1     (23.7)   (43.6)  (52.5)
                                       ------    ------   ------  ------
     Comprehensive income
       (loss)                          $134.8    $ 66.4   $187.3  $100.3
                                       ======    ======   ======  ======


     Accumulated other comprehensive income (loss), (all of which 
     relates to foreign currency translation adjustments) as of 
     June 30,1999 and December 31, 1998 is as follows (in millions of
     dollars):

                                           June 30,         December 31,
                                             1999               1998
                                        ----------------    -----------
     
     Balance at beginning of period       $(531.6)            $(448.1)
     Translation adjustments               ( 43.6)             ( 83.5)
                                          -------             -------
     Balance at end of period             $(575.2)            $(531.6) 
                                          =======             =======






<PAGE> 7



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, 1999, the company reported net income of 
$119.7 million, compared to $90.1 million for the three months ended June 30, 
1998.  After payment of preferred dividends, the company earned $.38 per common 
share on a diluted basis compared to $.24 a year ago.

Total revenue for the quarter ended June 30, 1999 was $1.89 billion, up 9% from 
revenue of $1.73 billion for the quarter ended June 30, 1998. Excluding the 
negative impact of foreign currency fluctuations, revenue in the quarter rose 
12%.  Total gross profit percent increased to 34.9% in the second quarter of 
1999 from 33.7% in the year-ago period.

For the three months ended June 30, 1999, selling, general and administrative 
expenses were $341.5 million (18.1% of revenue) compared to $328.6 million 
(19.0% of revenue) for the three months ended June 30, 1998.  The decrease in 
these costs as a percent of revenue was largely due to the company's ongoing 
cost reduction programs, as well as stringent controls over discretionary 
expenditures.  Research and development expenses were $81.2 million compared to 
$70.0 million a year earlier. 

For the second quarter of 1999, the company reported an operating income percent
of 12.5% compared to 10.7% for the second quarter of 1998.


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

<TABLE>                                                                 
<CAPTION>
                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
<S>                       <C>          <C>          <C>         <C>
Three Months Ended
June 30, 1999
------------------
Customer revenue          $1,886.4                  $1,370.0    $516.4     
Intersegment                           $(154.8)         16.7     138.1          
                          --------     -------      --------    ------      
Total revenue             $1,886.4     $(154.8)     $1,386.7    $654.5 
                          ========     =======      ========    ====== 

Gross profit percent          34.9%                     24.9%     46.8%
                          ========                  ========    ======
Operating income
     percent                  12.5%                      8.4%     18.4%
                          ========                  ========    ======
                                            

Three Months Ended
June 30, 1998
------------------
Customer revenue          $1,728.5                  $1,226.3    $502.2
Intersegment                           $(123.3)         16.2     107.1
                          --------     -------      --------    ------
Total revenue             $1,728.5     $(123.3)     $1,242.5    $609.3
                          ========     =======      ========    ======

Gross profit percent          33.7%                     24.4%     46.3%
                          ========                  ========    ======
Operating income
     percent                  10.7%                      7.3%     16.9%
                          ========                  ========    ======   
</TABLE>




In the Services segment, customer revenue increased by 12% to $1.37 billion in 
the second quarter of 1999 from $1.23 billion in the second quarter of 1998.  
Excluding proprietary maintenance revenue, which continues to decline industry-
wide, revenue increased 15% in the quarter.  The increase was led by growth in 
outsourcing as well as repeatable solutions and systems integration revenue. In 
the second quarter of 1999, gross profit increased to 24.9% from 24.4% in 1998, 
and operating profit was 8.4% compared to 7.3% in 1998.  The increase in 
operating profit was largely due to ongoing cost reduction programs as well as 
stringent cost controls over discretionary expenditures.





<PAGE> 8

In the Technology segment, customer revenue increased 3% to $516 million in the 
second quarter of 1999 from $502 million in the prior-year period primarily due 
to continued strong demand for ClearPath enterprise servers and software which 
more than offset the expected declines in personal computer revenue. The gross 
profit percent was 46.8% in 1999, compared to 46.3% in 1998.  Operating profit 
in this segment was 18.4% in 1999 compared to 16.9% in 1998.  The increase in 
operating profit was largely due to the ongoing cost reduction efforts.

Interest expense for the three months ended June 30, 1999 declined to $34.7 
million from $42.6 million for the three months ended June 30, 1998.  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 $16.9 million in the current quarter compared to an expense of $.9 
million in the year-ago quarter.  The change was mainly due to equity losses and
less interest income.

Income before income taxes was $184.2 million in the second quarter of 1999 
compared to $140.8 million last year.  The provision for income taxes was $64.5 
million in the current period compared to $50.7 million in the year-ago period.

For the six months ended June 30, 1999, net income increased to $230.9 million, 
or $.70 per diluted common share, from net income of $152.8 million, or $.38 per
diluted common share, last year.  Revenue was $3.70 billion compared to $3.38 
billion for the first six months of 1998.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, 
"Accounting for Derivative Instruments and Hedging Activities."  This statement,
which is effective for the year beginning January 1, 2001, 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 June 30, 1999 were $438.8 million compared to 
$604.3 million at December 31, 1998.  During the six months ended June 30, 1999 
cash provided by operations was $136.6 million compared to $226.6 million a year
ago principally reflecting an increase in working capital. 

Cash used for investing activities during the first six months of 1999 was 
$147.9 million compared to $114.7 million during the first half of 1998.  The 
increase was principally due to the purchase of 88% of Datamec, a Brazilian 
application outsourcing company, in June of 1999.

Cash used for financing activities during the first half of 1999 was $144.3 
million compared to $190.3 million in the year-ago period.  Included in the 
current period were payments of $181.9 million for redemptions of preferred 
stock.  In the year-ago period $408.2 million of payments on long-term debt were
offset by proceeds of $195.2 million for issuances of long-term debt.

At June 30, 1999, total debt was $1.2 billion, an increase of $15.2 million from
December 31, 1998.  The increase was principally due to additional borrowings 
related to the purchase of Datamec, offset in large part by the March 15, 1999 
conversion into common stock of the remaining $27 million of the company's 
8 1/4% convertible subordinated notes due 2006, which were called during the 
first quarter.  Approximately 3.9 million common shares were issued for this 
conversion.

During the six months ended June 30, 1999, approximately 15.0 million shares of 
the company's Series A cumulative convertible preferred stock were either 
converted into the company's common stock or redeemed for cash in response to 
three calls by the company.  Of the 15.0 million preferred shares, 11.4 million 
were converted into 19.0 million shares of common stock and 3.6 million 
preferred shares were redeemed for $181.9 million in cash.  On June 30, 1999,


<PAGE> 9
the company called the remaining 13.4 million shares of preferred stock for 
redemption on August 2, 1999.  As a result of the call, approximately 13.1 
million of such preferred shares were converted into 21.8 million shares of 
common stock and .3 million were redeemed for $15.1 million in cash.  As of 
August 2, 1999, the company has eliminated all $1.4 billion of Series A 
preferred stock (28.4 million shares) and $106.5 million of annual dividend 
payments.  Overall in 1999, of the 28.4 million shares of preferred stock that 
were outstanding at the beginning of the year, 24.5 million shares were 
converted into 40.8 million shares of common stock, increasing the number of 
common shares outstanding to approximately 306 million, and 3.9 million shares 
were redeemed for $197.0 million in cash.

The company has a $400 million credit agreement which expires June 2001.  As of 
June 30, 1999, there were no borrowings under the agreement. 

The company may, from time to time, redeem, tender for, or repurchase its debt 
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.

On July 2, 1999, Moody's Investors Service increased its rating on the 
company's senior long-term debt to Ba1 from Ba3, on August 2, 1999, Standard & 
Poor's Corporation increased its rating on the company's senior long-term debt 
to BB+ from BB-, and on August 10, 1999, Duff & Phelps Credit Rating Co. 
increased its rating on the company's senior long-term debt to BBB- from BB+.

At June 30, 1999, the company had deferred tax assets in excess of deferred tax 
liabilities of $1,404 million.  For the reasons cited below, management 
determined that it is more likely than not that $1,093 million of such assets 
will be realized, therefore resulting in a valuation allowance of $311 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.  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.  The 
combination of these factors is expected to be sufficient to realize the entire 
amount of net deferred tax assets.  Approximately $3.3 billion of future taxable
income (predominantly U.S.) is needed to realize all of the net deferred tax 
assets.

Stockholders' equity increased $73.0 million during the six months ended June 
30, 1999, principally reflecting net income of $230.9 million, issuance of stock
under stock option and other plans of $39.8 million, $33.8 million of tax 
benefits related to stock plans, and $26.4 million from conversion of the 
remaining 8 1/4% convertible notes, offset in part by the redemption of $181.9 
million of preferred stock, translation adjustments of $43.6 million, and 
preferred stock dividends of $32.9 million.

On June 14, 1999, the company signed an agreement to acquire PulsePoint 
Communications, a leading developer of carrier-class enhanced services solutions
for the communications industry, in a tax-free, stock-for-stock merger.  The 
Company expects to issue approximately 2.4 million shares of its common stock 
in the merger.  The acquisition which will be accounted for as a pooling of 
interest is expected to close in the third quarter of 1999.  The transaction is 
subject to approval by PulsePoint common and preferred shareholders, each class 
voting separately, and customary closing conditions.

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.



<PAGE> 10

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 environments and offer consulting services to assist customers 
in assessing their year 2000 risk.

The company continues to assess 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.  The potential 
impact and related costs are not known at this time.  The company has inquired 
about the year 2000 readiness of its key suppliers and, whenever possible, has 
obtained year 2000 readiness warranties or statements as to their readiness.  
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 initially focused on the IT systems that are critical to running its
business.  As of June 30, 1999, the company has completed the remediation, 
integrated testing and most of the replacements of its major mission critical IT
applications.  The company expects to complete the implementation of the 
remaining mission critical replacements/consolidations during the third quarter 
or early fourth quarter of 1999.  Remediation and testing of other non-critical 
IT systems to be used after December 31, 1999 are expected to be completed 
in the second half of 1999. 

The company has completed an inventory and assessment of its key non-IT systems,
such as data and voice communications, building management, and manufacturing 
systems.  The company has completed remediation of those systems that were not 
year 2000 ready, with the exception of telecommunications equipment and voice 
mail systems in a few locations, which are expected to be completed in the 
second half of 1999.

The company estimates that, as of June 30, 1999, the cost of remediating its 
internal systems has been approximately $14.5 million, and it expects to spend 
approximately $.5 million for the remainder of 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 



<PAGE> 11


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 
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 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 continues to assess and refine the contingency plans it is 
developing in the event it does not complete all phases of its year 2000 program
and to respond to year 2000 related events outside its control.

Conversion to the Euro Currency
-------------------------------

On January 1, 1999, certain member countries of the European Union established 
fixed conversion rates between their existing currencies and the European 
Union's common currency (the "euro").  The transition period for the 
introduction of the euro began on January 1, 1999.  Beginning January 1, 2002, 
the participating countries will issue new euro-denominated bills and coins for 
use in cash transactions.  No later than July 1, 2002, the participating 
countries will withdraw all bills and coins denominated in the legacy 
currencies, so that the legacy currencies no longer will be legal tender for any
transactions, making the conversion to the euro complete.

The company is addressing the issues involved with the introduction of the euro.
The more important issues facing the company include converting information 
technology systems, reassessing currency risk, and negotiating and amending 
agreements.  Based on progress to date, the company believes that the use of the
euro will not have a significant impact on the manner in which it conducts its 
business.  Accordingly, conversion to the euro is not expected to have a 
material effect on the company's consolidated financial position, consolidated 
results of operations, or liquidity.

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.




<PAGE> 12


Certain of the company's systems integration contracts are fixed-price contracts
under which the company assumes the risk for 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 risk 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> 13



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

Item 4.   Submission of Matters to a Vote of Security Holders
-------   ---------------------------------------------------

(a)   The Company's 1999 Annual Meeting of Stockholders (the "Annual Meeting") 
was held on April 29, 1999 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:

          J. P. Bolduc - 234,277,442 votes for; 2,858,530 votes withheld

          James J. Duderstadt - 234,339,107 votes for; 2,796,865 votes 
          withheld

          Kenneth A. Macke - 234,212,882 votes for; 2,923,090 votes 
          withheld

      2.  A proposal to ratify the selection of the Company's independent 
          auditors - 235,947,649 votes for; 1,188,322 votes against; 681,936 
          abstentions



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, 1999, the Company filed two Current
 Reports on Form 8-K dated April 1, 1999 and June 15, 1999, respectively, to 
 report under Item 5 of such Form.







<PAGE> 


                               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: August 10, 1999                      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> 


                             EXHIBIT INDEX



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



10.1     Unisys Corporation Executive Life Insurance Program

10.2     Amendment, effective April 28, 1999, to the 1990 Unisys Long-Term 
         Incentive Plan

11.1     Statement of Computation of Earnings Per Share for the six
         months ended June 30, 1999 and 1998

11.2     Statement of Computation of Earnings Per Share for the three
         months ended June 30, 1999 and 1998

12       Statement of Computation of Ratio of Earnings to Fixed Charges

27       Financial Data Schedule






                              UNISYS CORPORATION
                       Executive Life Insurance Program
                         Effective September 12, 1998


ARTICLE 1 - ESTABLISHMENT AND PURPOSE


1.1   Establishment.

The Unisys Corporation Executive Life Insurance Program is established 
September 12, 1998.  The Program as set forth herein, unless otherwise 
stated, is effective and applicable only for Eligible Employees who are 
employed by an Employer on or after September 12, 1998.

1.2   Purpose.

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

ARTICLE 2 - DEFINITIONS

Except as otherwise provided, the following terms have the definitions 
hereinafter indicated whenever used in this Program 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 (or such 
other third-party owner of the Policy as designated by the Eligible 
Employee under Section 6.8) pursuant to which such Eligible Employee 
becomes a Participant in the Program as of the date specified in such 
agreement.

2.4   Committee.

"Committee" means the Executive Life Insurance Plan Committee appointed 
by the Compensation and Organization Committee of the Board of 
Directors.

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 Program.  Employees who retire prior to the Effective 
Date of this Program are not eligible for this Program.

2.7   Employee.

"Employee" means any person who is or was before Retirement employed by 
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 Program 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 
Program.

2.11  Program.

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

2.12  Policy.

"Policy" means, with respect to each Participant, any policy of 
individual life insurance on the Participant's life (and, where 
applicable, the life of the Participant's spouse) which the Participant 
acquires or otherwise utilizes pursuant to Article 6 to provide benefits 
under the Program.  The Committee shall have the authority to select the 
type of Policy that will be offered to Participants under the Plan for 
the various coverages available under the Program.

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 Company 
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 life insurance contracts 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 Executive Variable Compensation.

ARTICLE 3 - PROGRAM RIGHTS AND OBLIGATIONS

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

ARTICLE 4 - AMOUNT OF COVERAGE; PAYMENT OF PREMIUMS

4.1   Basic Pre-Retirement Coverage.

The amount of life insurance coverage to be provided to a Participant 
while the Participant continues 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), adjusted 
annually.  The Basic Pre-Retirement Coverage is provided without 
evidence of insurability up to $1,000,000.  Coverage over $1,000,000 or 
an annual adjustment in excess of 10% of Base Salary requires 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 as of the Participant's 
Retirement date (coverage rounded up, if necessary to the next $1,000).  
The Basic Post-Retirement Coverage is provided without evidence of 
insurability.

4.3   Supplemental Pre-Retirement Coverage.

The Participant may elect to have the Company 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 evidence of insurability 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, at the Participant's 
expense, additional post-retirement life insurance coverage by using a 
portion or all of the Participant's Executive Variable Compensation or 
by such other means as are permitted by the Committee.  The Company will 
not participate in the purchase of any Supplemental Post-Retirement 
Coverage.

4.5   Surviving Spouse Coverage.

The Participant may elect to include a spouse under his/her Basic and 
Supplemental coverage under a joint-life second-to-die (survivorship) 
policy under which the death benefit under Sections 4.1 through 4.4 will 
only be paid upon the later of the death of the Participant or the 
Participant's spouse.  Evidence of insurability will be required for the 
Participant's spouse and death benefits will only be provided to the 
extent of the coverage issued by the carrier.


4.6   Payment of Premiums and Participant Contributions.

Except for premiums due for coverage purchased under Section 4.4, 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.  With 
respect to coverage purchased under Section 4.4, the Participant shall 
be responsible for the payment of all premiums when due.  Taxable income 
will be imputed to the Participant annually based on the value of the 
insurance coverage provided to the Participant under Sections 4.1, 4.2, 
4.3 and 4.5.  This imputed amount is imputed through the Employer's 
payroll and is subject to withholding for Federal income tax, Social 
Security, Medicare and, in certain jurisdictions, state and local taxes.  
By participating in the Program, the Participant agrees to pay those 
taxes which apply.
 
ARTICLE 5 - TERMINATION OF PARTICIPATION AND COVERAGE:  REPAYMENT OF PREMIUMS.

5.1   Termination of Participation.

Termination of a Participant's participation under the Program will 
occur upon any of the following events:  (1) termination of the Plan 
under Section 9.2, (2) termination of the Participant's employment with 
the Company and all other Employers for reasons other than the 
Participant's death or Retirement, or (3) the termination of the 
Collateral Assignment Agreement at the later of the Participant's 
retirement or fifteen years from the date of issuance of the Policy.  
Thereafter, the Participant shall have no life insurance coverage or any 
other rights under this Program, but shall have rights to life insurance 
coverage solely in accordance with the Participant's Policy.

5.2   Repayment of Premiums upon Termination of Participation.

Upon termination of the Participant's participation in the Program under 
Section 5.1, the Participant will be obligated, in accordance with the 
terms of the Collateral Assignment Agreement, to repay to the Company 
the aggregate contributions that the Company has paid on behalf of the 
Participant under the Program.  Repayment to the Company shall be made 
from the cash value under the Participant's Policy.  Upon repayment of 
the Company contributions, the Policy will be owned by the Participant 
without encumbrance by the Company, with any death benefit and cash 
value that remains after repayment of the Company's contributions. If 
the cash value under the Policy is less than the Company contributions 
made on behalf of the Participant under the Program, (a) the Policy will 
be surrendered and the Participant will have no further life insurance 
coverage and (b) the Participant will not be obligated to repay to the 
Company any amounts greater than the remaining cash value in the Policy.  
The Committee may permit alternative methods for repayment of the 
Company's contributions under such rules as are deemed reasonable and 
appropriate by the Committee.

ARTICLE 6 - POLICY OWNERSHIP AND RIGHTS

6.1   Introduction.

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

6.2   Acquisition of Policy.

The Participant or other third-party owner designated by the Participant 
under Section 6.8 shall apply for a Policy.  The Employer and the 
Participant shall take all reasonable actions to (a) cause the Insurer 
to issue the Policy and (b) cause the Policy to conform to the 
provisions of this Plan.  The Policy shall be subject to the terms and 
conditions of this Program.  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 Program.

6.3   Policy Ownership.

Subject to Section 6.8, 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 Program.

6.4   Participant's Obligation to the Company.

The Participant or other third-party owner designated by the Participant 
shall be obligated to repay the Company the aggregate amount that the 
Company pays on behalf of the Participant under the Program.  Repayment 
of such amounts shall be made in accordance with Section 5.2 or 7.2, as 
appropriate, or by any other means approved by the Committee.

6.5   Collateral Assignment.

The Participant or other third-party owner designated by the Participant 
shall assign the Policy to the Company to secure the Participant's 
obligation under Section 6.4 by completing a Collateral Assignment Split 
Dollar Agreement.

6.6   Beneficiary Designation.

The Participant or other third-party owner designated by 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 
Company shall be the Beneficiary of the portion of the death benefit 
needed to repay the Participant's obligation under this Plan, as more 
fully described in Section 7.2.

6.7   Investment Decisions.

Prior to the satisfaction of the Participant's obligation to the Company 
under Section 6.4, the Committee shall reserve the right to select the 
investments for the Policy, if any.  After the Participant's obligation 
to the Company under Section 6.4 is satisfied, the Participant or other 
third party owner will have the right to select the investment options 
for the Policy from those made available by the insurer. 

6.8   Assignment of Participant's Interest.

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

6.9   Limitations on Participant's Rights in the Policy.

Except as provided in this 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 Company.

6.10  Right To Borrow from Policy.

As permitted by the Policy, the Company will have the right to take 
loans under the Policy to the extent of its interest in the Policy, 
until the Participant's obligation under Section 6.4 is satisfied.  The 
Participant will have no right to take a loan under the Policy until the 
Participant's obligation under Section 6.4 is satisfied.  If the Company 
has any indebtedness outstanding under a Participant's Policy at the 
time of the Participant's death or termination of participation under 
the Program, the Participant's obligation due to the Company under 
Section 6.4 will be reduced by the outstanding balance of the 
indebtedness, including any interest due on the indebtedness.  


ARTICLE 7 - DEATH BENEFITS

7.1   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.

7.2   Division of Policy Proceeds.

Upon the death of a Participant prior to the satisfaction of the 
Participant's obligation under Section 6.4, 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 Company, provided that in no event 
shall the portion of the Policy Proceeds paid to the Company be more 
than the amount to which the Company is entitled pursuant to Section 
6.4.  Any remaining Policy Proceeds shall be paid to the Participant's 
designated Beneficiary.  

If the Policy Proceeds are insufficient to pay the amount of life 
insurance coverage to which the Participant is entitled under Article 4 
and to reimburse the Company in accordance with Section 5.4, the Policy 
Proceeds shall be paid in accordance with the following priority 
schedule:

First    Payment of the Participant's Basic Coverage due under 
         Section 4.1 or Section 4.2, as appropriate, to the designated 
         Beneficiary

Second   Repayment of the Company's contributions due under Section 6.4

Third    Payment of Supplemental Coverage due under Section 4.3 or 4.4, 
         as appropriate, to the designated Beneficiary

In the event that the Policy Proceeds are insufficient to repay the full 
amount of the Company's contributions, the Company will receive the amount 
of the Policy Proceeds that exceeds the amount necessary to pay the Basic 
Coverage and upon such payment to the Company, the Participant's obligation 
under Section 6.4 shall be extinguished.  

7.3   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 8 - PLAN ADMINISTRATION

8.1   Named Fiduciary; Administration.

The Committee shall be the named fiduciary of the Program and shall have 
authority to control and manage the operation and administration of the 
Program.  The Committee shall be responsible for selecting the 
investments under the Policies, if any.  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 Program.  The interpretation and construction of the Program 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 Program, 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 Program 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 Program 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 Program.  Any decision by the Committee denying a 
claim by a Participant or Beneficiary for benefits under this Program 
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.

8.3   Indemnification.

The Company shall indemnify each member of the Board of Directors, each 
member of the Committee and any employee to whom any fiduciary or 
administrative responsibility with respect to the Plan is allocated or 
delegated, to the full extent permitted by the Certificate of 
Incorporation, bylaws or resolution of the Company.  For such purpose, 
the Company may obtain, pay for and keep current a policy of insurance, 
which policy of insurance shall not, however, release the Company under 
this provision.


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 Program 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 Program Committee the power to amend the 
Program on behalf of the Company where such amendment would not result 
in a material increase in the cost of the Program for the Company.  The 
Program 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 Program and 
the provisions of any collateral assignment, beneficiary designation or 
other document related to a Policy, the provisions of the Program shall 
prevail.

9.4   Notice.

Any notice, consent, or demand required or permitted to be given under 
the provisions of this Program 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:

                  Unisys Corporation
                  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 Program 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 Program 
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 Program 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 Program shall be binding upon, and inure to the benefit of the 
Company and its successors and assigns, and the Participants and their 
successors, assigns, heirs, executors, administrators and beneficiaries.




                                      AMENDMENT
                                        TO THE
                          1990 UNISYS LONG-TERM INCENTIVE PLAN

I.   Section 6.3(e) of the 1990 Unisys Long-Term Incentive Plan is amended 
and restated in its entirety, effective April 28, 1999, to read as follows:

      "(e)  EXERCISE OF OPTIONS OR STOCK APPRECIATION RIGHTS UPON 
TERMINATION OF EMPLOYMENT.  

            (1)   TERMINATION OF VESTED OPTIONS AND STOCK APPRECIATION 
RIGHTS UPON TERMINATION OF EMPLOYMENT.  

                  (A)   TERMINATION.  In the event of Termination of 
Employment of a Participant other than because of death, disability or 
retirement on a Normal Retirement Date, to the extent the right to exercise 
the Option or Stock Appreciation Right has accrued at the date of 
Termination of Employment, the right of the Participant to exercise the 
Option or Stock Appreciation Right under the Plan shall terminate at the 
date of such Termination of Employment, unless otherwise provided in this 
Section 6.3(e) or as otherwise provided by the Committee in accordance with 
Section 6.3(d).

                  (B)   DISABILITY OR RETIREMENT.  Upon a Participant's 
Termination of Employment by reason of disability or retirement on a Normal 
Retirement Date, a Participant may, within five years after the Termination 
of Employment, exercise all or a part of his or her Options which were 
exercisable
 upon such Termination of Employment (or which became 
exercisable at a later date pursuant to Section 6.3(e)(2)), and may, within 
six months after Termination of Employment, exercise all or a part of his 
or her Stock Appreciation Rights which he or she was entitled to exercise 
upon Termination of Employment (or which became exercisable at a later date 
pursuant to Section 6.3(e)(2)).  In no event, however, may any Option or 
Stock Appreciation Right be exercised later than the date described in 
Section 6.3(b)(1), (3) or (4).

                  (C)   DEATH.  In the event of the death of a Participant 
while employed by Unisys or a Subsidiary, or within the additional period 
of time from the date of Termination of Employment and prior to the 
expiration of the Option or Stock Appreciation Right as permitted in 
Section 6.3(e) (1)(B) or Section 6.3(e)(3), to the extent the right to 
exercise the Option or Stock Appreciation Right accrued as of the date of 
such Termination of Employment or thereafter and did not expire during such 
additional period and prior to the Participant's death, the right of the 
Participant's Beneficiary to exercise the Option under the Plan shall 
expire upon the earliest of (i) five years from the date of the 
Participant's death or (ii) five years from the date of the Participant's 
Termination of Employment or (iii) the date of expiration of the Option 
determined pursuant to Section 6.3(b)(1), (3) or (4).  Unless otherwise 
provided by the Committee in accordance with Section 6.3(d), Stock 
Appreciation Rights shall expire upon the Participant's death.

            (2)   TERMINATION OF UNVESTED OPTIONS OR STOCK APPRECIATION 
RIGHTS UPON TERMINATION OF EMPLOYMENT.  Except as otherwise provided in 
Section 6.3(e)(3), to the extent the right to exercise an Option or a Stock 
Appreciation Right, or any portion thereof, has not accrued as of the date 
of Termination of Employment, such right shall expire at the date of such 
Termination of Employment.  Notwithstanding the foregoing, the Committee, 
within its discretion and under such terms as it deems appropriate, may 
permit a Participant who terminates employment on a Normal Retirement Date 
or Other Retirement Date and who will continue to render significant 
services to Unisys or one of its Subsidiaries after his or her Termination 
of Employment, to continue vesting in his or her Options and Stock 
Appreciation Rights during the period in which the individual continues to 
render such services. 

            (3)   CONTINUED VESTING IN OPTIONS UPON RETIREMENT AT AGE 55 
WITH FIVE YEARS OF SERVICE -- EXTENDED PERIOD OF EXERCISE -- EFFECTIVE FOR 
OPTION GRANTS MADE ON AND AFTER APRIL 28, 1999.  Notwithstanding anything 
in this Section 6.3(e) to the contrary, with respect to any Option or Stock 
Appreciation Right granted on or after April 28, 1999, 

                  (A)   to the extent that the right to exercise the Option 
or Stock Appreciation Right, or any portion thereof, has not accrued as of 
the date of Termination of Employment, the Participant shall continue to 
vest in the Option or Stock Appreciation Right after Termination of 
Employment in accordance with the vesting schedule contained in the 
applicable Award Agreement, and 

                  (B)   the Participant may exercise the Option, to the 
extent the right to exercise has accrued as of the date of Termination of 
Employment or thereafter in accordance with this Section 6.3(e)(3), within 
five years of the date of the Participant's Termination of Employment, and 
may exercise the Stock Appreciation Right, to the extent the right to 
exercise has accrued as of the date of Termination of Employment or 
thereafter in accordance with this Section 6.3(e)(3), within six months of 
the date of the Participant's Termination of Employment,

provided that the Termination of Employment occurs after the Participant 
has attained age 55 and completed five years of service with Unisys and/or 
its Subsidiaries.  In no event, however, may any Option or Stock 
Appreciation Right be exercised later than the date described in Section 
6.3(b)(1), (3) or (4)."




                                                    EXHIBIT 11.1


<TABLE>

                             UNISYS CORPORATION
              STATEMENT OF COMPUTATION OF EARNINGS PER SHARE 
              FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 
                                (UNAUDITED)
                      (Millions, except share data)
<CAPTION>
                                                  1999             1998
                                               -----------     -----------
<S>                                            <C>             <C>
Basic Earnings Per Common Share

Net income                                     $     230.9     $     152.8
Less dividends on preferred shares              (     34.8)     (     53.3)
                                               -----------     -----------
Net income available to common stockholders    $     196.1     $      99.5
                                               ===========     ===========

Weighted average shares                        266,850,230     249,703,734
                                               ===========     ===========
Basic earnings per share                       $       .73     $       .40
                                               ===========     ===========

Diluted Earnings Per Common Share

Net income available to common stockholders    $     196.1     $      99.5
Plus impact of assumed conversions
  Interest expense on 8 1/4% Convertible Notes
    due 2006, net of tax                                .3              .8                
                                               -----------     -----------
Net income available to common
  stockholders plus assumed conversions        $     196.4     $     100.3
                                               ===========     ===========

Weighted average shares                        266,850,230     249,703,734
Plus incremental shares from assumed 
  conversions
  Employee stock plans                          10,447,720      10,761,749
  8 1/4% Convertible Notes due 2006              1,635,709       4,031,138          
                                               -----------     -----------
Adjusted weighted average shares               278,933,659     264,496,621
                                               ===========     ===========
Diluted earnings per share                     $       .70     $       .38
                                               ===========     ===========

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.
  
  Series A preferred stock                      36,845,825      47,450,133


</TABLE>






                                                            EXHIBIT 11.2


<TABLE>

                             UNISYS CORPORATION
              STATEMENT OF COMPUTATION OF EARNINGS PER SHARE 
              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998 
                                (UNAUDITED)
                      (Millions, except share data)
<CAPTION>
                                                  1999             1998
                                               -----------     -----------
<S>                                            <C>             <C>
Basic Earnings Per Common Share

Net income                                     $     119.7     $      90.1
Less dividends on preferred shares              (     12.0)     (     26.6)
                                               -----------     -----------
Net income available to common stockholders    $     107.7     $      63.5
                                               ===========     ===========

Weighted average shares                        272,558,224     251,133,830
                                               ===========     ===========
Basic earnings per share                       $       .40     $       .25
                                               ===========     ===========

Diluted Earnings Per Common Share

Net income available to common stockholders    $     107.7     $      63.5
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        $     107.7     $      63.9
                                               ===========     ===========

Weighted average shares                        272,558,224     251,133,830
Plus incremental shares from assumed 
  conversions
  Employee stock plans                          10,383,111      11,317,508
  8 1/4% Convertible Notes due 2006                              4,021,429
                                               -----------     -----------
Adjusted weighted average shares               282,941,335     266,472,767
                                               ===========     ===========
Diluted earnings per share                     $       .38     $       .24
                                               ===========     ===========

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.
  
  Series A preferred stock                      31,825,822      47,449,993

</TABLE>






                                                              Exhibit 12

<TABLE>

                             UNISYS CORPORATION
       COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
                               ($ in millions)
<CAPTION>
                                Six
                                Months
                                Ended          Years Ended December 31
                                June 30,  -------------------------------------
                                1999     1998     1997    1996    1995    1994
                                -------  ----     ----    ----    ----    ----
<S>                             <C>     <C>     <C>      <C>    <C>      <C>
Income (loss) from continuing
 operations before income taxes $355.2  $604.7  $(729.8) $ 86.7 $(781.1) $ 14.6 
Add (deduct) share of loss 
  (income) of associated 
  companies                       15.0   (  .3)     5.9    (4.9)    5.0    16.6  
                                ------- ------   ------  ------  ------  ------ 
    Subtotal                     370.2   604.4   (723.9)   81.8  (776.1)   31.2 
                                ------- ------   ------  ------  ------  ------ 
Interest expense                  68.9   171.7    233.2   249.7   202.1   203.7  
Amortization of debt issuance
  expenses                         2.0     4.6      6.7     6.3     5.1     6.2   
Portion of rental expense
  representative of interest      24.3    48.5     51.2    59.2    65.3    65.0   
                                ------  ------  -------  ------  ------  ------
    Total Fixed Charges           95.2   224.8    291.1   315.2   272.5   274.9  
                                ------  ------  -------  ------  ------  ------
Earnings (loss) from continuing
  operations before income 
  taxes and fixed charges       $465.4  $829.2  $(432.8) $397.0 $(503.6) $306.1 
                                ======  ======  =======  ====== =======  ======
Ratio of earnings to fixed 
  charges                         4.89    3.69    (a)      1.26    (a)     1.11  
                                ======  ======  =======  ======  ======  ====== 

(a) Earnings for the years ended December 31, 1997 and 1995 were inadequate
    to cover fixed charges by approximately $723.9 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, 1999 AND IS QUALIFIED IN 
              ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

</LEGEND>
<MULTIPLIER>  1,000,000
                                                                       

<S>                                                         <C>
<PERIOD-TYPE>                                               6-MOS
<FISCAL-YEAR-END>                                           DEC-31-1999
<PERIOD-END>                                                JUN-30-1999

<CASH>                                                              439    
<SECURITIES>                                                          0    
<RECEIVABLES>                                                     1,235   
<ALLOWANCES>                                                       (46)     
<INVENTORY>                                                         384 
<CURRENT-ASSETS>                                                  2,587 
<PP&E>                                                            1,663
<DEPRECIATION>                                                    1,111
<TOTAL-ASSETS>                                                    5,451
<CURRENT-LIABILITIES>                                             2,428
<BONDS>                                                           1,089
<PREFERRED-MANDATORY>                                                 0     
<PREFERRED>                                                         671
<COMMON>                                                              3      
<OTHER-SE>                                                          916  
<TOTAL-LIABILITY-AND-EQUITY>                                      5,451
<SALES>                                                           1,369
<TOTAL-REVENUES>                                                  3,699        
<CGS>                                                               682   
<TOTAL-COSTS>                                                     2,378
<OTHER-EXPENSES>                                                      0
<LOSS-PROVISION>                                                      8    
<INTEREST-EXPENSE>                                                   69   
<INCOME-PRETAX>                                                     355    
<INCOME-TAX>                                                        124   
<INCOME-CONTINUING>                                                 231     
<DISCONTINUED>                                                        0      
<EXTRAORDINARY>                                                       0      
<CHANGES>                                                             0      
<NET-INCOME>                                                        231     
<EPS-BASIC>                                                       .73     
<EPS-DILUTED>                                                       .70     

        

</TABLE>