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, 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 September 30, 1999:
309,905,309.








<PAGE> 2

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
                       UNISYS CORPORATION
                CONSOLIDATED BALANCE SHEET (UNAUDITED)
                          (Millions)
<CAPTION>   
                                           
                                         September 30, December 31,
                                            1999           1998
                                         -----------   ------------
<S>                                       <C>            <C>
Assets
------
Current assets
Cash and cash equivalents                 $  374.0       $  616.4
Accounts and notes receivable, net         1,262.0        1,239.0
Inventories
   Parts and finished equipment              227.9          264.1
   Work in process and materials             178.6          206.9
Deferred income taxes                        477.4          428.8
Other current assets                         110.8           88.9
                                          --------       --------
Total                                      2,630.7        2,844.1
                                          --------       --------

Properties                                 1,723.7        1,734.6
Less-Accumulated depreciation              1,137.3        1,149.2
                                          --------       --------
Properties, net                              586.4          585.4
                                          --------       --------
Investments at equity                        191.4          184.6
Software, net of accumulated amortization    248.0          247.7
Prepaid pension cost                         917.6          833.8
Deferred income taxes                        721.4          694.4
Other assets                                 269.7          223.2
                                          --------       --------
Total                                     $5,565.2       $5,613.2
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $   43.4       $   52.2

Current maturities of long-term debt          26.3            4.1
Accounts payable                             993.4          928.5
Other accrued liabilities                  1,098.5        1,308.2
Dividends payable                                            26.6
Estimated income taxes                       345.1          277.0
                                          --------       --------
Total                                      2,506.7        2,596.6                                             
                                          --------       --------
Long-term debt                               950.9        1,106.7
Other liabilities                            351.7          374.3

Stockholders' equity
Preferred stock                                           1,444.7
Common stock, issued: 1999, 311.8;
   1998, 259.4                                 3.1            2.6
Accumulated deficit                       (1,198.7)      (1,532.2)
Other capital                              3,547.6        2,152.1
Accumulated other comprehensive
   loss                                     (596.1)        (531.6)
                                          --------       --------
Stockholders' equity                       1,755.9        1,535.6
                                          --------       --------
Total                                     $5,565.2       $5,613.2
                                          ========       ========

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
                                     ------------------     ------------------
                                       1999      1998         1999      1998
                                     --------  --------     --------  --------
<S>                                  <C>       <C>          <C>       <C>     
Revenue                              $1,865.4  $1,792.3     $5,584.7  $5,185.6
                                     --------  --------     --------  --------
Cost and expenses
  Cost of revenue                     1,195.2   1,186.4      3,581.8   3,429.9
  Selling, general and
    administrative                      354.8     331.1      1,034.9     998.6     
  Research and development expenses      86.2      76.9        251.4     225.0     
                                     --------  --------     --------  --------
                                      1,636.2   1,594.4      4,868.1   4,653.5
                                     --------  --------     --------  --------
Operating income                        229.2     197.9        716.6     532.1

Interest expense                         34.1      42.7        103.0     131.8
Other income (expense), net               1.0      (7.6)       (65.3)    (19.7)
                                     --------  --------     --------  --------
Income before income taxes              196.1     147.6        548.3     380.6
Estimated income taxes                   45.6      53.8        169.9     139.9
                                     --------  --------     --------  --------
Income before extraordinary item        150.5      93.8        378.4     240.7
Extraordinary item                      (12.1)                 (12.1)
                                     --------  --------     --------  --------
Net income                              138.4      93.8        366.3     240.7

Dividends on preferred shares             1.9      26.6         36.7      79.9
                                     --------  --------     --------  --------

Earnings on common shares            $  136.5  $   67.2     $  329.6  $  160.8
                                     ========  ========     ========  ========
Earnings per common share - basic
  Before extraordinary item          $    .49  $    .26     $   1.22  $    .64
  Extraordinary item                     (.04)                  (.04)
                                     --------  --------     --------  --------
  Total                              $    .45  $    .26     $   1.18  $    .64
                                     ========  ========     ========  ========
Earnings per common share - diluted
  Before extraordinary item          $    .47  $    .25     $   1.17  $    .60
  Extraordinary item                     (.04)                  (.04)
                                     --------  --------     --------  --------
  Total                              $    .43  $    .25     $   1.13  $    .60
                                     ========  ========     ========  ========


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
                                                    ------------------
                                                      1999       1998
                                                    --------   --------
<S>                                                <C>        <C>      
Cash flows from operating activities
Income before extraordinary item                   $   378.4  $   240.7
Add (deduct) items to reconcile income before
    extraordinary item to net cash provided by
    operating activities:
Extraordinary item                                     (12.1)
Depreciation                                           105.3      108.3
Amortization:   
   Marketable software                                  83.6       85.0
   Goodwill                                             10.2        7.2
(Increase)decrease in deferred income taxes, net       (70.3)        .6
(Increase)decrease in receivables, net                 (47.1)      14.8
Decrease in inventories                                 64.4       18.4
(Decrease) in accounts payable and
   other accrued liabilities                          (224.0)    (106.5)
Increase in estimated income taxes                      68.1       72.0
(Decrease)increase in other liabilities                (16.2)      17.0
(Increase) in other assets                             (94.4)    ( 16.4)
Other                                                   74.2     (  8.9)
                                                     -------    -------
Net cash provided by operating activities              320.1      432.2
                                                     -------    -------
Cash flows from investing activities
   Proceeds from investments                           803.6    1,448.3
   Purchases of investments                           (778.2)  (1,444.8)
   Proceeds from sales of properties                    21.7        1.1              
   Investment in marketable software                   (83.7)    ( 79.1)
   Capital additions of properties                    (139.0)    (112.3)
   Purchases of businesses                             (53.9)      
                                                     -------    -------
Net cash used for investing activities                (229.5)    (186.8) 
                                                     -------    -------
Cash flows from financing activities
   Redemption of preferred stock                      (197.0)
   Proceeds from issuance of long-term debt             30.3      195.2             
   Payments of long-term debt                         (161.5)    (438.9)            
   Net (reduction in )proceeds from short-term
    borrowings                                          (9.1)       6.5
   Dividends paid on preferred shares                  (59.4)    ( 79.9)
   Proceeds from employee stock plans                   74.4       61.5
                                                     -------    -------
Net cash used for financing activities                (322.3)    (255.6)
                                                     -------    -------
Effect of exchange rate changes on
   cash and cash equivalents                           (10.7)    ( 18.1)
                                                     -------    -------

(Decrease) in cash and cash equivalents               (242.4)    ( 28.3)
Cash and cash equivalents, beginning of period         616.4      824.2
                                                    --------   --------
Cash and cash equivalents, end of period            $  374.0   $  795.9
                                                    ========   ========

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
                         ------------------     ----------------- 
                           1999       1998        1999     1998
                         -------    -------     -------   -------
          Basic          302,183    254,876     279,678   252,458    
          Diluted        314,541    271,740     292,733   268,840

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

                             Total    Corporate    Services    Technology
     Three Months Ended      -----    ---------    --------    ----------
     September 30, 1999
     ------------------
     Customer revenue       $1,865.4               $1,318.5      $  546.9  
     Intersegment                      $(151.7)        17.7         134.0  
                            --------   --------    --------      --------
     Total revenue          $1,865.4   $(151.7)    $1,336.2      $  680.9
                            ========   ========    ========      ========
     Operating income(loss) $  229.2   $ (13.5)    $  104.9      $  137.8
                            ========   ========    ========      ========

     Three Months Ended  
     September 30, 1998
     ------------------
     Customer revenue       $1,792.3               $1,268.9      $  523.4
     Intersegment                      $(118.4)        16.3         102.1
                            --------   --------    --------      --------
     Total revenue          $1,792.3   $(118.4)    $1,285.2      $  625.5
                            ========   ========    ========      ========
     Operating income(loss) $  197.9   $(  1.5)    $   92.3      $  107.1
                            ========   ========    ========      ========

     Nine Months Ended
     September 30, 1999
     ------------------
     Customer revenue       $5,584.7               $3,901.3      $1,683.4  
     Intersegment                      $(415.6)        49.0         366.6  
                            --------   --------    --------      --------
     Total revenue          $5,584.7   $(415.6)    $3,950.3      $2,050.0
                            ========   ========    ========      ========
     Operating income(loss) $  716.6   $ (21.6)    $  288.7      $  449.5
                            ========   ========    ========      ========
                            
     Nine Months Ended  
     September 30, 1998
     ------------------
     Customer revenue       $5,185.6               $3,561.5      $1,624.1
     Intersegment                      $(366.8)        47.3         319.5
                            --------   --------    --------      --------
     Total revenue          $5,185.6   $(366.8)    $3,608.8      $1,943.6
                            ========   ========    ========      ========
     Operating income(loss) $  532.1   $( 28.6)    $  224.6      $  336.1
                            ========   ========    ========      ========






<PAGE> 6

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

                                             Three Months      Nine Months
                                            Ended Sept 30     Ended Sept 30
                                            ---------------   -------------
                                             1999     1998     1999    1998
                                             ----     ----    ------  ------
     Total segment operating income         $242.7   $199.4   $738.2  $560.7
     Interest expense                       ( 34.1)  ( 42.7)  (103.0) (131.8)
     Other income (expense), net               1.0   (  7.6)  ( 65.3) ( 19.7)
     Corporate and eliminations             ( 13.5)  (  1.5)  ( 21.6) ( 28.6)
                                            ------   ------   ------  ------
     Total income before income taxes       $196.1   $147.6   $548.3  $380.6
                                            ======   ======   ======  ======

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

                                       Three Months         Nine Months
                                       Ended Sept 30       Ended Sept 30
                                       ---------------     -------------
                                        1999     1998      1999    1998
                                       ------   ------    ------  ------
     Net income                        $138.4   $ 93.8    $366.3  $240.7
     Other comprehensive
       income (loss)
        Foreign currency
         translation adjustment         (19.9)   (35.6)    (63.0)  (90.3)
        Related tax expense
         (benefit)                        1.0    (  .1)      1.5   ( 2.3)
                                       ------    -----    ------  ------
     Total other comprehensive
       income (loss)                    (20.9)   (35.5)    (64.5)  (88.0)
                                       ------    -----    ------  ------
     
     Comprehensive income              $117.5   $ 58.3    $301.8  $152.7
                                       ======   ======    ======  ======


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

                                         September 30,      December 31,
                                             1999               1998
                                        -------------- -    ------------
     
     Balance at beginning of period       $(531.6)            $(448.1)
     Translation adjustments               ( 64.5)             ( 83.5)
                                          -------             -------
     Balance at end of period             $(596.1)            $(531.6) 
                                          =======             =======

d.   In August of 1999, the company acquired PulsePoint Communications, Tech 
     Hackers, Inc. and Publishing Partners International, Inc.  Approximately 
     2.9 million shares of the company's common stock were exchanged for all of 
     the outstanding shares of these companies.  The transactions were accounted
     for as poolings of interests; therefore, all prior periods presented were 
     restated.



<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 September 30, 1999, the company reported net income 
of $138.4 million, or $.43 per diluted common share, compared to $93.8 million,
or $.25 per share, for the three months ended September 30, 1998. Income in the
current quarter includes a one-time tax benefit of $22.0 million, or $.07 per 
diluted common share, related to a recently issued U.S. Treasury income tax 
regulation, as well as an extraordinary charge of $12.1 million, or $.04 per 
diluted share, for the early extinguishment of debt.  Excluding these items, 
third quarter earnings per share rose 60% to $.40 per share compared to $.25 per
share in the year-ago quarter.

Total revenue for the quarter ended September 30, 1999 was $1.87 billion, up 4%
from revenue of $1.79 billion for the quarter ended September 30, 1998. 
Excluding the negative impact of foreign currency fluctuations, revenue in the 
quarter rose 7%.  Total gross profit percent increased to 35.9% in the third 
quarter of 1999 from 33.8% in the year-ago period.

For the three months ended September 30, 1999, selling, general and 
administrative expenses were $354.8 million (19.0% of revenue) compared to 
$331.1 million (18.5% of revenue) for the three months ended September 30, 1998.
Research and development expenses were $86.2 million compared to $76.9 million a
year earlier. 

For the third quarter of 1999, the company reported an operating income percent
of 12.3% compared to 11.0% for the third 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 
September 30, 1999
------------------
Customer revenue          $1,865.4                  $1,318.5    $546.9     
Intersegment                           $(151.7)         17.7     134.0          
                          --------     -------      --------    ------      
Total revenue             $1,865.4     $(151.7)     $1,336.2    $680.9 
                          ========     =======      ========    ====== 

Gross profit percent          35.9%                     25.8%     48.5%
                          ========                  ========    ======
Operating income percent      12.3%                      7.8%     20.2%
                          ========                  ========    ======
Three Months Ended
September 30, 1998
------------------
Customer revenue          $1,792.3                  $1,268.9    $523.4
Intersegment                           $(118.4)         16.3     102.1
                          --------     -------      --------    ------
Total revenue             $1,792.3     $(118.4)     $1,285.2    $625.5
                          ========     =======      ========    ======

Gross profit percent          33.8%                     24.5%     47.4%
                          ========                  ========    ======
Operating income percent      11.0%                      7.2%     17.1%
                          ========                  ========    ======   
</TABLE>




<PAGE> 8

In the Services segment, customer revenue increased by 4% to $1.32 billion in 
the third quarter of 1999 from $1.27 billion in the third quarter of 1998 due 
principally to growth in outsourcing revenue.  Excluding proprietary maintenance
revenue, which continues to decline industry-wide, revenue increased 6% in the 
quarter.  Services revenue growth in the quarter was constrained by weakness in 
network services, particularly in the Federal government business, due to 
intense competitive pricing pressures and delays in the expected rollout of some
large networking projects; however, this is not materially impacting 
profitability because of the lower-margin nature of this business.  Revenue from
enterprise Windows NT services business was also lower than expected as the 
market for these services is developing more slowly than anticipated in the 
short term as companies evaluate the NT operating environment for mission-
critical performance.

In the third quarter of 1999, services gross profit increased to 25.8% from 
24.5% in 1998, and operating profit was 7.8% compared to 7.2% in 1998.  The 
increase in services operating profit was largely due to ongoing cost reduction 
programs as well as stringent cost controls over discretionary expenditures.

In the Technology segment, customer revenue increased 4% to $547 million in the 
third quarter of 1999 from $523 million in the prior-year period as some 
customers shifted technology spending from the fourth quarter into the third 
quarter as they prepare for the year 2000 transition.  This shift more than 
offset the expected declines in personal computer revenue.   The shift of 
technology revenue from the fourth quarter to the third quarter is expected to 
result in a decline in technology revenue in the fourth quarter of 1999 when 
compared to the prior year quarter.  The gross profit percent was 48.5% in 1999,
compared to 47.4% in 1998.  Operating profit in this segment was 20.2% in 1999 
compared to 17.1% in 1998.  The increase in operating profit, above the increase
in gross profit, was largely due to the ongoing cost reduction efforts.

The company expects that the issues in its network and NT services businesses, 
the impact of foreign currency exchange rates, the year 2000 transition, and 
organizational changes to be made in the fourth quarter will have a negative 
impact on its revenue for the next two quarters.

Interest expense for the three months ended September 30, 1999 declined to $34.1
million from $42.7 million for the three months ended September 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 income 
of $1.0 million in the current quarter compared to an expense of $7.6 million in
the year-ago quarter.  The change was mainly due to lower foreign exchange 
losses and gains on the sale of certain investments in the current quarter 
offset in part by lower interest income.

Income before income taxes was $196.1 million in the third quarter of 1999 
compared to $147.6 million last year.  The provision for income taxes was $45.6 
million in the current period compared to $53.8 million in the year-ago period. 
The tax provision in the current period includes a one-time benefit of $22.0 
million related to a recently issued U.S. Treasury income tax regulation 
pertaining to the use of net operating loss carryforwards of acquired companies.

For the nine months ended September 30, 1999, net income was $366.3 million, or 
$1.13 per diluted common share, compared to net income of $240.7 million, or 
$.60 per diluted common share, last year.  The current period income includes 
the tax benefit of $22.0 million, or $.07 per diluted common share, discussed 
above and an extraordinary item for the early extinguishment of debt of $12.1 
million, or $.04 million per diluted common share.  Excluding these items,  
diluted earnings per share was $1.10 for the nine months ended September 30, 
1999 compared to $.60 in the year-ago period.  Revenue was $5.58 billion 
compared to $5.19 billion for the first nine months of 1998.



<PAGE> 9

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 September 30, 1999 were $374.0 million compared to 
$616.4 million at December 31, 1998.  During the nine months ended September 30,
1999, cash provided by operations was $320.1 million compared to $432.2 million 
a year ago principally reflecting a decrease in working capital.  The company's 
days of sales outstanding increased, primarily reflecting late quarter-end 
technology sales that were not able to be collected in September. 

Cash used for investing activities during the first nine months of 1999 was 
$229.5 million compared to $186.8 million during the first nine months of 1998. 
The increase was principally due to the purchase of Datamec, a Brazilian 
application outsourcing company, in June of 1999.

Cash used for financing activities during the first nine months of 1999 was 
$322.3 million compared to $255.6 million in the year-ago period.  Included in 
the current period were payments of $197.0 million for redemptions of preferred 
stock and $161.5 million related to the early redemption of long-term debt.  In 
the year-ago period $438.9 million of payments on long-term debt were offset by 
proceeds of $195.2 million for issuances of long-term debt.

At September 30, 1999, total debt was $1.0 billion, a decrease of $142.4 million
from December 31, 1998.  The decrease was principally due to the early 
extinguishment, by means of open market purchases in the current quarter, of 
$115.8 million principal amount of the company's 11 3/4% senior notes due 2004, 
and $25.5 million of 12% senior notes due 2003.  The decrease also reflects the 
March 15, 1999 conversion into common stock of the remaining $27 million of the 
8 1/4% convertible subordinated notes due 2006, which were called during the 
first quarter. Approximately 3.9 million common shares were issued for the 
conversion of the 8 1/4% notes.

During the nine months ended September 30, 1999, all 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 various calls by the 
company. These actions have 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 Series A 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 and 3.9 million shares were 
redeemed for $197.0 million in cash.

As part of the company's ongoing program to reduce interest expense, in the 
third quarter of 1999, the company entered into interest rate and currency swaps
for Japanese yen and euro.  In these arrangements, the company receives payments
based on a U.S. fixed rate of interest and pays interest based on a foreign 
currency denominated floating rate. The company is obligated to deliver, on 
April 1, 2008, 23.2 billion yen in exchange for $200 million and is obligated 
to deliver, on October 15, 2004, 194.4 million euro in exchange for $200 
million.  These currency swaps have been designated as hedges of the company's 
net investments in entities measured in these currencies. 

The company has a $400 million credit agreement which expires June 2001.  As of 
September 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.



<PAGE> 10

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 Bal 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 September 30, 1999, the company had deferred tax assets in excess of deferred
tax liabilities of $1,457 million.  For the reasons cited below, management 
determined that it is more likely than not that $1,136 million of such assets 
will be realized, therefore resulting in a valuation allowance of $321 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 $3.4 
billion of future taxable income (predominantly U.S.) is needed to realize all 
of the net deferred tax assets.

Stockholders' equity increased $220.3 million during the nine months ended 
September 30, 1999, principally reflecting net income of $366.3 million, 
issuance of stock under stock option and other plans of $87.2 million, $53.8 
million of tax benefits related to employee stock plans, and $26.4 million from 
conversion of the remaining 8 1/4% convertible notes, offset in part by the 
redemption of $197.0 million of preferred stock, translation adjustments of 
$64.5 million, and preferred stock dividends declared of $32.8 million.  

In August of 1999, the company acquired PulsePoint Communications, Tech Hackers,
Inc. and Publishing Partners International, Inc.  Approximately 2.9 million 
shares of the company's common stock were exchanged for all of the outstanding 
shares of these companies.  The transactions were accounted for as poolings of 
interests; therefore, all prior periods presented were restated.

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.

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.



<PAGE> 11

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 September 30, 1999, the company has completed the remediation, 
integrated testing and replacement of its major mission critical IT 
applications.  The company expects to eliminate any remaining non-compliant, 
non-critical IT systems by December 1, 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 some telecommunications equipment and 
voice mail systems in a few locations, which are expected to be completed in the
last quarter of 1999.

The company estimates that, as of September 30, 1999, the cost of 
remediating/replacing its internal systems has been approximately $26 
million.  Any remaining expenditures in 1999 are expected to be minimal.  The 
company has funded 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.  Customer spending patterns have also been, and may continue to be, impacted
by the year 2000 issue, although the company is unable to quantify the impact.  
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, it could 
also soften demand.  In the three months ended September 30, 1999, the company 
has experienced such a shift in revenue patterns as some customers have shifted 
technology spending from the fourth quarter of 1999 into the third quarter as 
they prepare for the year 2000 transition.  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.


<PAGE> 12

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.

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 successfully implement its fourth 
quarter organizational realignments; on its ability to mitigate the effects of 
competitive pressures and volatility in the information services and technology 
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.  In addition, future operating results could be impacted by 
market demand for and acceptance of the company's service and product offerings.

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 55% 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.



<PAGE> 13

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> 14



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


Item 1.   Legal Proceedings
-------   -----------------

A number of purported class actions seeking unspecified compensatory damages 
have been filed against Unisys and two current and one former officer in the 
U.S. District Court for the Eastern District of Pennsylvania by persons who 
purchased Unisys common stock during the period May 4, 1999 through October 
14, 1999.  The plaintiffs in these actions allege violations of the Federal 
securities laws in connection with statements made by the Company concerning 
certain of its services contracts.  These actions, which are in the early 
stages, include the following:  Frances W. Smith, et al v. Unisys Corporation, 
Larry Weinbach, Jack McHale and Gerald Gagliaradi (filed on October 28, 
1999); Sam Wietschner, et al v. Unisys Corporation, et al (filed on November 
1, 1999); Larry Morrison, et al v. Unisys Corporation, et al (filed on 
November 4, 1999) and Alex Igdalski and Michael Sayegh, et al v. Unisys 
Corporation, et al (filed on November 9, 1999).  The Company believes it has 
meritorious defenses to these actions and intends to defend them vigorously.


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, 1999, the Company filed one 
Current Report on Form 8-K dated July 15, 1999 to report under Items 5 and 7 
of such Form.









<PAGE> 15



                               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 12, 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> 16


                             EXHIBIT INDEX



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



3.1      Restated Certificate of Incorporation of Unisys Corporation 

10.1     Amendment, effective September 24, 1999, to the Director Stock 
         Unit Plan

10.2     Amendments, effective September 24, 1999, to the Deferred 
         Compensation Plan for Executives of Unisys Corporation

10.3     Amendment, effective September 24, 1999, to the Deferred 
         Compensation Plan for Directors of Unisys Corporation

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

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

12       Statement of Computation of Ratio of Earnings to Fixed Charges

27.1     Financial Data Schedule for the period ended September 30, 1999

27.2     Restated Financial Data Schedule for the year ended December 31, 1996

27.3     Restated Financial Data Schedule for the year ended December 31, 1997

27.4     Restated Financial Data Schedule for the period ended March 31, 1998

27.5     Restated Financial Data Schedule for the period ended June 30, 1998

27.6     Restated Financial Data Schedule for the period ended September 30, 
         1998

27.7     Restated Financial Data Schedule for the year ended December 31, 1998

27.8     Restated Financial Data Schedule for the period ended March 31, 1999

27.9     Restated Financial Data Schedule for the period ended June 30, 1999










                                     RESTATED
                           CERTIFICATE OF INCORPORATION
                                        OF
                                UNISYS CORPORATION




                                   ARTICLE I

     The name of the corporation (hereinafter called the "Corporation") is 
Unisys Corporation.


                                   ARTICLE II

     The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.  The name 
of the Corporation's registered agent at such address is The Corporation Trust 
Company.


                                   ARTICLE III

     The purpose or purposes for which the Corporation is organized are:

     To engage in the business of designing, manufacturing and marketing of 
components, products, systems and forms and supplies for the recording, storing,
handling, computing, processing and communicating of information and data, and 
of providing related services; and

     To engage in any other lawful act or activity for which a corporation may 
be organized under the General Corporation Law of Delaware.


                                   ARTICLE IV

     SECTION 1.  The total number of shares of all classes of stock which the 
Corporation shall have authority to issue is 760,000,000 shares, divided into 
two classes consisting of 720,000,000 shares of Common Stock, par value $.01 per
share ("Common Stock"), and 40,000,000 shares of Preferred Stock, par value $1 
per share ("Preferred
 Stock").  The Board of Directors shall have authority by 
resolution to issue the shares of Preferred Stock from time to time on such 
terms as it may determine and to divide the Preferred Stock into one or more 
series and, in connection with the creation of any such series, to determine and
fix by the resolution or resolutions providing for the issuance of shares 
thereof:

          A.  the distinctive designation of such series, the number of 
shares which shall constitute such series, which number may be increased or 
decreased (but not below the number of shares then outstanding) from time 
to time by action of the Board of Directors, and the stated value thereof, 
if different from the par value thereof;

          B.  the dividend rate, the times of payment of dividends on the 
shares of such series, whether dividends shall be cumulative, and, if so, 
from what date or dates, and the preference or relation which such dividends 
will bear to the dividends payable on any shares of stock of any other class 
or any other series of this class;

          C.  the price or prices at which, and the terms and conditions on 
which, the shares of such series may be redeemed;

          D.  whether or not the shares of such series shall be entitled to 
the benefit of a retirement or sinking fund to be applied to the purchase or 
redemption of such shares and, if so entitled, the amount of such fund and 
the terms and provisions relative to the operation thereof;

          E.  whether or not the shares of such series shall be convertible 
into, or exchangeable for, any other shares of stock of the Corporation or 
any other securities and, if so convertible or exchangeable, the conversion 
price or prices, or the rates of exchange, and any adjustments thereof, at 
which such conversion or exchange may be made, and any other terms and 
conditions of such conversion or exchange;

          F.  the rights of the shares of such series in the event of 
voluntary or involuntary liquidation, dissolution or winding up or upon any 
distribution of the assets, of the Corporation;

          G.  whether or not the shares of such series shall have priority 
over or parity with or be junior to the shares of any other class or series 
in any respect, or shall be entitled to the benefit of limitations 
restricting (i) the creation of indebtedness of the Corporation, (ii) the 
issuance of shares of any other class or series having priority over or 
being on a parity with the shares of such series in any respect, or (iii) 
the payment of dividends on, the making of other distributions in respect 
of, or the purchase or redemption of shares of any other class or series on 
parity with or ranking junior to the shares of such series as to dividends 
or assets, and the terms of any such restrictions, or any other restriction 
with respect to shares of any other class or series on parity with or 
ranking junior to the shares of such series in any respect;

          H.  whether such series shall have the voting rights, in addition 
to any voting rights provided by law and, if so, the terms of such voting 
rights, which may be general or limited; and

          I.  any other powers, preferences, privileges, and relative 
participating, optional, or other special rights of such series, and the 
qualifications, limitations or restrictions thereof, to the full extent now 
or hereafter permitted by law.

     The powers, preferences and relative participating, optional and other 
special rights of each series of Preferred Stock, and the qualifications, 
limitations or restrictions thereof, if any, may differ from those of any and 
all other series at any time outstanding.  All shares of any one series of 
Preferred Stock shall be identical in all respects with all other shares of 
such series, except that shares of any one series issued at different times may 
differ as to the dates from which dividends thereon shall be cumulative.

     SECTION 2.  Each holder of Common Stock shall be entitled to one vote for 
each share of Common Stock held of record on all matters on which stockholders 
generally are entitled to vote.  Subject to the provisions of law and the rights
of the Preferred Stock and any other class or series of stock having a 
preference as to dividends over the Common Stock then outstanding, dividends 
may be paid on the Common Stock at such times and in such amounts as the Board 
of Directors shall determine.  Upon the dissolution, liquidation or winding up 
of the Corporation, after any preferential amounts to be distributed to the 
holders of the Preferred Stock and any other class or series of stock having a 
preference over the Common Stock then outstanding have been paid or declared and
set apart for payment, the holders of the Common Stock shall be entitled to 
receive all the remaining assets of the Corporation available for distribution 
to its stockholders ratably in proportion to the number of shares held by them, 
respectively.

     SECTION 3.  JUNIOR PREFERRED STOCK:

          A.  DESIGNATION AND AMOUNT.  The shares of such series shall be 
designated as "Junior Participating Preferred Stock" (the "Junior Preferred 
Stock") and the number of shares constituting such series shall be 
1,500,000.  Such number of shares may be increased or decreased by 
resolution of the Board of Directors; provided, that no decrease shall 
reduce the number of shares of Junior Preferred Stock to a number less than 
the number of shares then outstanding plus the number of shares issuable 
upon exercise of outstanding rights, options or warrants or upon conversion 
of outstanding securities issued by the Corporation.

          B.  DIVIDENDS AND DISTRIBUTIONS.

                 (i)  Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and superior 
to the shares of Junior Preferred Stock with respect to dividends, the 
holders of shares of Junior Preferred Stock, in preference to the 
holders of Common Stock and of any other junior stock, shall be 
entitled to receive, when, as and if declared by the Board of 
Directors out of funds legally available for the purpose, quarterly 
dividends payable in cash on the first day of March, June, September 
and December in each year (each such date being referred to herein as 
a "Quarterly Dividend Payment Date"), commencing on the first 
Quarterly Dividend Payment Date after the first issuance of a share or 
fraction of a share of Junior Preferred Stock, in an amount per share 
(rounded to the nearest cent) equal to the greater of (a) $15 or (b) 
subject to the provision for adjustment hereinafter set forth, 300 
times the aggregate per share amount of all cash dividends, and 300 
times the aggregate per share amount (payable in kind) of all non-cash 
dividends or other distributions, other than a dividend payable in 
shares of Common Stock, or a subdivision of the outstanding shares of 
Common Stock (by reclassification or otherwise), declared on the 
Common Stock since the immediately preceding Quarterly Dividend 
Payment Date or, with respect to the first Quarterly Dividend Payment 
Date, since the first issuance of any share or fraction of a share of 
Preferred Stock.  In the event the Corporation shall at any time 
declare or pay any dividend on Common Stock payable in shares of 
Common Stock, or effect a subdivision or combination or consolidation 
of the outstanding shares of Common Stock (by reclassification or 
otherwise than by payment of a dividend in shares of Common Stock) 
into a greater or lesser number of shares of Common Stock, then in 
each such case the amount to which holders of shares of Junior 
Preferred Stock were entitled immediately prior to such event under 
clause (b) of the preceding sentence shall be adjusted by multiplying 
such amount by a fraction the numerator of which is the number of 
shares of Common Stock outstanding immediately after such event and 
the denominator of which is the number of shares of Common Stock that 
were outstanding immediately prior to such event.

                 (ii)  The Corporation shall declare a dividend or 
distribution on the Junior Preferred Stock as provided in Paragraph 
(i) of this Subsection immediately after it declares a dividend or 
distribution on the Common Stock (other than a dividend payable in 
shares of Common Stock); provided that, in the event no dividend or 
distribution shall have been declared on the Common Stock during the 
period between any Quarterly Dividend Payment Date and the next 
subsequent Quarterly Dividend Payment Date, a dividend of $15 per 
share on the Junior Preferred Stock shall nevertheless be payable on 
such subsequent Quarterly Dividend Payment Date.

                 (iii)  Dividends shall begin to accrue and be cumulative on 
outstanding shares of Junior Preferred Stock from the Quarterly 
Dividend Payment Date next preceding the date of issue of such shares 
of Junior Preferred Stock, unless the date of issue of such shares is 
prior to the record date for the first Quarterly Dividend Payment 
Date, in which case dividends on such shares shall begin to accrue 
from the date of issue of such shares, or unless the date of issue is 
a Quarterly Dividend Payment Date or is a date after the record date 
for the determination of holders of shares of Junior Preferred Stock 
entitled to receive a quarterly dividend and before such Quarterly 
Dividend Payment Date, in either of which events such dividends shall 
begin to accrue and be cumulative from such Quarterly Dividend Payment 
Date.  Accrued but unpaid dividends shall not bear interest.  
Dividends paid on the shares of Junior Preferred Stock in an amount 
less than the total amount of such dividends at the time accrued and 
payable on such shares shall be allocated pro rata on a share-by-share 
basis among all such shares at the time outstanding.  The Board of 
Directors may fix a record date for the determination of holders of 
shares of Junior Preferred Stock entitled to receive payment of a 
dividend or distribution declared thereon, which record date shall be 
not more than 60 days prior to the date fixed for the payment thereof.

          C.  VOTING RIGHTS.  The holders of shares of Junior Preferred Stock 
shall have the following voting rights:

                 (i)  Subject to the provision for adjustment hereinafter set 
forth, each share of Junior Preferred Stock shall entitle the holder 
thereof to 300 votes on all matters submitted to a vote of the 
stockholders of the Corporation.  In the event the Corporation shall 
at any time declare or pay any dividend on Common Stock payable in 
shares of Common Stock, or effect a subdivision or combination or 
consolidation of the outstanding shares of Common Stock (by 
reclassification or otherwise than by payment of a dividend in shares 
of Common Stock) into a greater or lesser number of shares of Common 
Stock, then in each such case the number of votes per share to which 
holders of shares of Junior Preferred Stock were entitled immediately 
prior to such event shall be adjusted by multiplying such number by a 
fraction the numerator of which is the number of shares of Common 
Stock outstanding immediately after such event and the denominator of 
which is the number of shares of Common Stock that were outstanding 
immediately prior to such event.

                 (ii)  Except as otherwise provided herein or by law, the 
holders of shares of Junior Preferred Stock and the holders of shares 
of Common Stock shall vote together as one class on all matters 
submitted to a vote of stockholders of the Corporation.

                 (iii)  The Certificate of Incorporation of the Corporation 
shall not be amended in any manner which would materially alter or 
change the powers, preferences or special rights of the Junior 
Preferred Stock so as to affect them adversely without the affirmative 
vote of the holders of at least two-thirds of the outstanding shares 
of Junior Preferred Stock, voting together as a single series.

                 (iv)  Except as set forth herein, holders of Junior Preferred 
Stock shall have no voting rights.

          D.  CERTAIN RESTRICTIONS.

                 (i)  Whenever quarterly dividends or other dividends or 
distributions payable on the Junior Preferred Stock as provided in 
Subsection B are in arrears, thereafter and until all accrued and 
unpaid dividends and distributions, whether or not declared, on shares 
of Junior Preferred Stock outstanding shall have been paid in full, 
the Corporation shall not:

                         (a)  declare or pay dividends on, make any other 
distributions on, or redeem or purchase or otherwise acquire 
for consideration any shares of stock ranking junior (either as 
to dividends or upon liquidation, dissolution or winding up) to 
the Junior Preferred Stock;

                         (b)  declare or pay dividends on or make any other 
distributions on any shares of stock ranking on a parity 
(either as to dividends or upon liquidation, dissolution or 
winding up) with the Junior Preferred Stock, except dividends 
paid ratably on the Junior Preferred Stock and all such parity 
stock on which dividends are payable or in arrears in 
proportion to the total amounts to which the holders of all 
such shares are then entitled; or

                         (c)  purchase or otherwise acquire for consideration 
any shares of Junior Preferred Stock, or any shares of stock 
ranking on a parity with the Junior Preferred Stock, except in 
accordance with a purchase offer made in writing or by 
publication (as determined by the Board of Directors) to all 
holders of such shares upon such terms as the Board of 
Directors, after consideration of the respective annual 
dividend rates and other relative rights and preferences of the 
respective series and classes, shall determine in good faith 
will result in fair and equitable treatment among the 
respective series or classes.

                 (ii)  The Corporation shall not permit any subsidiary of the 
Corporation to purchase or otherwise acquire for consideration any 
shares of stock of the Corporation unless the Corporation could, under 
Paragraph (i) of this Subsection (D) purchase or otherwise acquire 
such shares at such time and in such manner.

          E.  REACQUIRED SHARES.  Any shares of Junior Preferred Stock 
purchased or otherwise acquired by the Corporation in any manner whatsoever 
shall be retired and cancelled promptly after the acquisition thereof.   All 
such shares shall upon their cancellation become authorized but unissued 
shares of Preferred Stock and may be reissued as part of a new series of 
Preferred Stock, subject to the conditions and restrictions on issuance set 
forth herein.

          F.  LIQUIDATION, DISSOLUTION OR WINDING UP.  Upon any liquidation, 
dissolution or winding up of the Corporation, no distribution shall be made 
(1) to the holders of shares of stock ranking junior (either as to dividends 
or upon liquidation, dissolution, or winding up) to the Junior Preferred 
Stock unless, prior thereto, the holders of shares of Junior Preferred Stock 
shall have received $100 per share, plus an amount equal to accrued and 
unpaid dividends and distributions thereon, whether or not declared, to the 
date of such payment, provided that the holders of shares of Junior 
Preferred Stock shall be entitled to receive an aggregate amount per share, 
subject to the provision for adjustment hereinafter set forth, equal to 300 
times the aggregate amount to be distributed per share to holders of Common 
Stock, or (2) to the holders of stock ranking on a parity (either as to 
dividends or upon liquidation, dissolution or winding up) with the Junior 
Preferred Stock, except distributions made ratably on the Junior Preferred 
Stock and all other such parity stock in proportion to the total amounts to 
which the holders of all such shares are entitled upon such liquidation, 
dissolution or winding up.  In the event the Corporation shall at any time 
declare or pay any dividend on Common Stock payable in shares of Common 
Stock, or effect a subdivision or combination or consolidation of the 
outstanding shares of Common Stock (by reclassification or otherwise than by 
payment of a dividend in shares of Common Stock) into a greater or lesser 
number of shares of Common Stock, then in each such case the aggregate 
amount to which holders of shares of Junior Preferred Stock were entitled 
immediately prior to such event under the proviso in clause (1) of the 
preceding sentence shall be adjusted by multiplying such amount by a 
fraction the numerator of which is the number of shares of Common Stock 
outstanding immediately after such event and the denominator of which is the 
number of shares of Common Stock that were outstanding immediately prior to 
such event.

          G.  CONSOLIDATION, MERGER, ETC.  In case the Corporation shall 
enter into any consolidation, merger, combination or other transaction in which 
the shares of Common Stock are exchanged for or changed into other stock or 
securities, cash and/or any other property, then in any such case the shares 
of Junior Preferred Stock shall at the same time be similarly exchanged or 
changed in an amount per share (subject to the provision for adjustment 
hereinafter set forth) equal to 300 times the aggregate amount of stock, 
securities, cash and/or any other property (payable in kind), as the case 
may be, into which or for which each share of Common Stock is changed or 
exchanged.  In the event the Corporation shall at any time declare or pay 
any dividend on Common Stock payable in shares of Common Stock, or effect a 
subdivision or combination or consolidation of the outstanding shares of 
Common Stock (by reclassification or otherwise) into a greater or lesser 
number of shares of Common Stock, then in each such case the amount set 
forth in the preceding sentence with respect to the exchange or change of 
shares of Junior Preferred Stock shall be adjusted by multiplying such 
amount by a fraction the numerator of which is the number of shares of 
Common Stock outstanding immediately after such event and the denominator of 
which is the number of shares of Common Stock that were outstanding 
immediately prior to such event.

          H.  NO REDEMPTION.  The shares of Junior Preferred Stock shall not 
be redeemable.

          I.  RANK.  Nothing herein shall preclude the Board of Directors 
from creating or authorizing any class or series of Preferred Stock ranking on a
parity with or prior to the Junior Preferred Stock as to the payment of 
dividends or the distribution of assets.

     SECTION 4.  At the effective time of the amendment to Article IV, Section 1
of this Restated Certificate of Incorporation authorizing the Corporation to 
issue shares of Common Stock, par value $.01 per share, each share of Common 
Stock, par value $5 per share, of the Corporation issued and outstanding or held
in the treasury of the Corporation immediately prior to such effective time, 
shall be changed into and reclassified as one share of Common Stock, par value 
$.01 per share.  To reflect such change and reclassification, each certificate 
representing shares of Common Stock, par value $5 per share, theretofore issued 
and outstanding or held in the treasury of the Corporation shall, from and after
such effective time, represent a like number of shares of Common Stock, par 
value $.01 per share.


                                   ARTICLE V


     SECTION 1.  VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.

          A.  HIGHER VOTE FOR CERTAIN BUSINESS COMBINATIONS.  In addition to 
any affirmative vote required by law or this Restated Certificate of 
Incorporation, and except as otherwise expressly provided in Section 2 of 
this Article V:

                 (i)  any merger or consolidation of the Corporation or any 
Subsidiary (as hereinafter defined) with (a) any Interested 
Stockholder (as hereinafter defined) or (b) any other corporation 
(whether or not itself an Interested Stockholder) which is, or after 
such merger or consolidation would be, an Affiliate (as hereinafter 
defined) of an Interested Stockholder; or

                 (ii)  any sale, lease, exchange, mortgage, pledge, transfer 
or other disposition (in one transaction or a series of transactions) 
to or with any Interested Stockholder or any Affiliate of any 
Interested Stockholder of any assets of the Corporation or any 
Subsidiary having an aggregate Fair Market Value of $50,000,000 or 
more; or

                 (iii)  the issuance or transfer by the Corporation or any 
Subsidiary (in one transaction or a series of transactions) of any 
securities of the Corporation or any Subsidiary to any Interested 
Stockholder or any Affiliate of any Interested Stockholder in exchange 
for cash, securities or other property (or a combination thereof) 
having an aggregate Fair Market Value of $50,000,000 or more; or

                 (iv)  the adoption of any plan or proposal for the 
liquidation or dissolution of the Corporation proposed by or on behalf 
of an Interested Stockholder or any Affiliate of any Interested 
Stockholder; or

                 (v)  any reclassification of securities (including any 
reverse stock split), or recapitalization of the Corporation, or any 
merger or consolidation of the Corporation with any of its 
Subsidiaries or any other transaction (whether or not with or into or 
otherwise involving an Interested Stockholder) which has the effect, 
directly or indirectly, of increasing the proportionate share of the 
outstanding shares of any class or equity or convertible securities of 
the Corporation or any Subsidiary which is directly or indirectly 
owned by any Interested Stockholder or any Affiliate of any Interested 
Stockholder;

shall require the affirmative vote of the holders of at least 80% of the 
voting power of the then outstanding shares of capital stock of the 
Corporation entitled to vote generally in the election of directors (the 
"Voting Stock"), voting together as a single class (it being understood that 
for purposes of this Article V, each share of the Voting Stock shall have 
the number of votes granted to it pursuant to Article IV of this Restated 
Certificate of Incorporation).  Such affirmative vote shall be required 
notwithstanding the fact that no vote may be required, or that a lesser 
percentage may be specified, by law or in any agreement with any national 
securities exchange or otherwise.

          B.  DEFINITION OF "BUSINESS COMBINATION".  The term "Business 
Combination" as used in this Article V shall mean any transaction which is 
referred to in any one or more of clauses (i) through (v) of Paragraph A of 
this Section I.


     SECTION 2.  WHEN HIGHER VOTE IS NOT REQUIRED.  The provisions of Section 
1 of this Article V shall not be applicable to any particular Business 
Combination, and such Business Combination shall require only such affirmative 
vote as is required by law and any other provisions of this Restated Certificate
of Incorporation, if all of the conditions specified in either the following 
Paragraphs A and B are met: 


          A.  APPROVAL BY DISINTERESTED DIRECTORS.  The Business Combination 
shall have been approved by a majority of the Disinterested Directors (as 
hereinafter defined).

          B.  PRICE AND PROCEDURE REQUIREMENTS.  All of the following 
conditions shall have been met:

                 (i)  The aggregate amount of the cash and the Fair Market 
Value (as hereinafter defined) as of the date of the consummation of 
the Business Combination of consideration other than cash to be 
received per share by holders of Common Stock in such Business 
Combination shall be at least equal to the higher of the following:

                         (a)  (if applicable) the highest per share price 
(including any brokerage commission, transfer taxes and 
soliciting dealers' fees) paid by the Interested Stockholder 
for any shares of Common Stock (or for any shares of common 
stock of Burroughs Corporation, a Michigan corporation, the 
predecessor to the Corporation) acquired by it (1) within the 
two-year period immediately prior to the first public 
announcement of the proposal of the Business Combination (the 
"Announcement Date") or (2) in the transaction in which it 
became an Interested Stockholder, whichever is higher; and

                         (b)  the Fair Market Value per share of Common Stock 
(or for any shares of common stock of Burroughs Corporation, a 
Michigan corporation, the predecessor of the Corporation) on 
the Announcement Date or on the date on which the Interested 
Stockholder became an Interested Stockholder (such latter date 
is referred to in this Article V as the "Determination Date"), 
whichever is higher.

                 (ii)  The aggregate amount of the cash and the Fair Market 
Value as of the date of the consummation of the Business Combination 
of consideration other than cash to be received per share by holders 
of shares of any other class of outstanding Voting Stock shall be at 
least equal to the highest of the following (it being intended that 
the requirements of this paragraph B(ii) shall be required to be met 
with respect to every class of outstanding Voting Stock, whether or 
not the Interested Stockholder has previously acquired any shares of a 
particular class of Voting Stock):

                         (a)  (if applicable) the highest per share price 
(including any brokerage commissions, transfer taxes and 
soliciting dealers' fees) paid by the Interested Stockholder 
for any shares of such class of Voting Stock acquired by it (1) 
within the two-year period immediately prior to the 
Announcement Date or (2) in the transaction in which it became 
an Interested Stockholder, whichever is higher;

                         (b)  (if applicable) the highest preferential amount 
per share to which the holders of shares of such class of 
Voting Stock are entitled in the event of any voluntary or 
involuntary liquidation, dissolution or winding up of the 
Corporation; and

                         (c)  the Fair Market Value per share of such class of 
Voting Stock on the Announcement Date or on the Determination 
Date, whichever is higher.

                 (iii)  The consideration to be received by holders of a 
particular class of outstanding Voting Stock (including Common Stock) 
shall be in cash or in the same form as the Interested Stockholder has 
previously paid for shares of such class of Voting Stock.  If the 
Interested Stockholder has paid for shares of any class of Voting 
Stock with varying forms of consideration, the form of consideration 
for such class of Voting Stock shall be either cash or the form used 
to acquire the largest number of shares of such class of Voting Stock 
previously acquired by it.

                 (iv)  After such Interested Stockholder has become an 
Interested Stockholder and prior to the consummation of such Business 
Combination: (a) except as approved by a majority of the Disinterested 
Directors, there shall have been no failure to declare and pay at the 
regular date therefor any full quarterly dividends (whether or not 
cumulative) on the outstanding Preferred Stock; (b) there shall have 
been (1) no reduction in the annual rate of dividends paid on the 
Common Stock (except as necessary to reflect any subdivision of the 
Common Stock), except as approved by a majority of the Disinterested 
Directors, and (2) an increase in such annual rate of dividends as 
necessary to reflect any reclassification (including any reverse stock 
split), recapitalization, reorganization or any similar transaction 
which has the effect of reducing the number of outstanding shares of 
the Common Stock, unless the failure so to increase such annual rate 
is approved by a majority of the Disinterested Directors; and (c) such 
Interested Stockholder shall have not become the beneficial owner of 
any additional shares of Voting Stock except as part of the 
transaction which results in such Interested Stockholder becoming an 
Interested Stockholder.

                 (v)  After such Interested Stockholder has become an 
Interested Stockholder, such Interested Stockholder shall not have 
received the benefit, directly or indirectly (except proportionately 
as a stockholder), of any loans, advances, guarantees, pledges or 
other financial assistance or any tax credits or other tax advantages 
provided by the Corporation, whether in anticipation of or in 
connection with such Business Combination or otherwise.

                 (vi)  A proxy or information statement describing the 
proposed Business Combination and complying with the requirements of 
the Securities Exchange Act of 1934 and the rules and regulations 
thereunder (or any subsequent provisions replacing such Act, rules or 
regulations) shall be mailed to public stockholders of the Corporation 
at least 30 days prior to the consummation of such Business 
Combination (whether or not such proxy or information statement is 
required to be mailed pursuant to such Act or subsequent provisions).


     SECTION 3.  CERTAIN DEFINITIONS.  For the purpose of this Article V:

          A.  A "person" shall mean any individual or firm, corporation, 
partnership, limited partnership, joint venture, trust, unincorporated 
association or other entity.

          B.  "Interested Stockholder" shall mean any person (other than the 
Corporation or any Subsidiary) who or which:

                 (i)  is the beneficial owner, directly or indirectly, of more 
than 20% of the voting power of the outstanding Voting Stock; or

                 (ii)  is an Affiliate of the Corporation and at any time 
within the two-year period immediately prior to the date in question 
was the beneficial owner, directly or indirectly, of 20% or more of 
the voting power of then outstanding Voting Stock; or

                 (iii)  is an assignee of or has otherwise succeeded to any 
shares of Voting Stock which were at any time within the two-year 
period immediately prior to the date in question beneficially owned by 
any Interested Stockholder, if such assignment or succession shall 
have occurred in the course of a transaction or series of transactions 
not involving a public offering within the meaning of the Securities 
Act of 1933.

          C.  A person shall be a "beneficial owner" of any Voting Stock:

                 (i)  which such person or any of its Affiliates or Associates 
(as hereinafter defined) beneficially owns, directly or indirectly; or

                 (ii)  which such person or any of its Affiliates or 
Associates has (a) the right to acquire (whether such right is 
exercisable immediately or only after the passage of time), pursuant 
to any agreement, arrangement or understanding or upon the exercise of 
conversion rights, exchange rights, warrants or options, or otherwise, 
or (b) the right to vote pursuant to any agreement, arrangement or 
understanding; or

                 (iii)  which are beneficially owned, directly or indirectly, 
by any other person with which such person or any of its Affiliates or 
Associates has any agreement, arrangement or understanding for the 
purpose of acquiring, holding, voting or disposing of any shares of 
Voting Stock.

          D.  For the purpose of determining whether a person is an Interested 
Stockholder pursuant to Paragraph B of this Section 3, the number of shares 
of Voting Stock deemed to be outstanding shall include shares deemed owned 
through application of Paragraph C of this Section 3, but shall not include 
any other shares of Voting Stock which may be issuable pursuant to any 
agreement, arrangement or understanding, or upon exercise of conversion 
rights, warrants or options, or otherwise.

          E.  "Affiliate" or "Associate" shall have the respective meanings 
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations 
under the Securities Exchange Act of 1934, as in effect on February 24, 
1984.

          F.  "Subsidiary" means any corporation of which a majority of any 
class of equity security is owned, directly or indirectly, by the 
Corporation; provided, however, that for the purposes of the definition of 
Interested Stockholder set forth in Paragraph B of this Section 3, the term 
"Subsidiary" shall mean only a corporation of which a majority of each class 
of equity security is owned, directly or indirectly, by the Corporation.

          G.  "Disinterested Director" means any member of the Board of 
Directors of the Corporation (the "Board") who is unaffiliated with the 
Interested Stockholder and was a member of the Board prior to the time that 
the Interested Stockholder became an Interested Stockholder, and any 
successor of a Disinterested Director who is not an affiliate of the 
Interested Stockholder and is recommended to succeed a Disinterested 
Director by a majority of Disinterested Directors then on the Board.

          H.  "Fair Market Value" means (i) in the case of stock, the highest 
closing sale price during the 30-day period immediately preceding the date 
in question of a share of such stock on the Composite Tape for New York 
Stock Exchange - Listed Stocks, or, if such stock is not quoted on the 
Composite Tape, on the New York Stock Exchange, or, if such stock is not 
listed on the Exchange, on the principal United States securities exchange 
registered under the Securities Exchange Act of 1934 on which such stock is 
listed, or, if such stock is not listed on any such exchange, the highest 
closing bid quotation with respect to a share of such stock during the 30-
day period preceding the date in question on the National Association of 
Securities Dealers, Inc. Automated Quotation System or any system then in 
use, or if no such quotations are available, the fair market value on the 
date in question of a share of such stock as determined by the Board in good 
faith; and (ii) in the case of property other than cash or stock, the fair 
market value of such property on the date in question as determined by the 
Board in good faith.

          I.  In the event of any Business Combination in which the 
Corporation survives, the phrase "other consideration to be received" as 
used in Paragraphs B(i) and (ii) of Section 2 of this Article V shall 
include the shares of Common Stock and/or the shares of any other class of 
outstanding Voting Stock retained by the holders of such shares.


     SECTION 4.  POWERS OF THE BOARD OF DIRECTORS.     A majority of the 
directors of the Corporation shall have the power and duty to determine for the 
purposes of this Article V, on the basis of information known to them after 
reasonable inquiry, (A) whether a person is an Interested Stockholder, (B) the 
number of shares of Voting Stock beneficially owned by any persons, (C) whether 
a person is an Affiliate or Associate of another and (D) whether the assets 
which are the subject of any Business Combination have, or the consideration to 
be received for the issuance or transfer of securities by the Corporation or any
Subsidiary in any Business Combination has, an aggregate Fair Market Value of 
$50,000,000 or more.

     SECTION 5.  NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED 
STOCKHOLDERS.  Nothing contained in this Article V shall be construed to 
relieve any Interested Stockholder from any fiduciary obligation imposed by law.



                                   ARTICLE VI

                                BOARD OF DIRECTORS


     SECTION 1.  NUMBER.  The business and affairs of the Corporation shall be 
managed under the direction of the Board of Directors which, subject to any 
right of the holders of any series of Preferred Stock then outstanding to elect 
additional directors under specified circumstances, shall consist of not less 
than 10 nor more than 20 persons.  The exact number of directors within the 
minimum and maximum limitations specified in the preceding sentence shall be 
fixed from time to time by the Board of Directors pursuant to a resolution 
adopted by a majority of the entire Board of Directors.

     SECTION 2.  TERMS.  The directors other than those who may be elected by 
the holders of any class or series of stock having a preference over the Common 
Stock as to dividends or upon liquidation, shall be divided into three classes, 
as nearly equal in number as possible, with the term of office of the first 
class to expire at the 1985 Annual Meeting of Stockholders, the term of office 
of the second class to expire at the 1986 Annual Meeting of Stockholders and the
term of office of the third class to expire at the 1987 Annual Meeting of 
Stockholders.  At each Annual Meeting of Stockholders following such initial 
classification and election, directors elected to succeed those directors whose 
terms expire shall be elected for a term of office to expire at the third 
succeeding Annual Meeting of Stockholders after their election.

     SECTION 3.  STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES.  Advance 
notice of stockholder nominations for the election of directors shall be given 
in the manner provided in the Bylaws of the Corporation.

     SECTION 4.  NEWLY CREATED DIRECTORSHIPS AND VACANCIES.  Subject to the 
rights of the holders of any series of Preferred Stock then outstanding, newly 
created directorships resulting from any increase in the authorized number of 
directors or any vacancies in the Board of Directors resulting from death, 
resignation, retirement, disqualification, removal from office or other cause 
shall be filled by a majority vote of the directors then in office, and 
directors so chosen shall hold office for a term expiring at the Annual Meeting 
of Stockholders at which the term of the class to which they have been elected 
expires.  No decrease in the number of directors constituting the Board of 
Directors shall shorten the term of any incumbent director.

     SECTION 5.  REMOVAL.  Subject to the rights of the holders of any series 
of Preferred Stock then outstanding, any director, or the entire Board of 
Directors, may be removed from office at any time, but only for cause and only 
by the affirmative vote of the holders of at least 80% of the voting power of 
all of the shares of the Corporation entitled to vote generally in the election 
of directors, voting together as a single class.


                                   ARTICLE VII

                                STOCKHOLDER ACTION

     Any action required or permitted to be taken by the stockholders of the 
Corporation must be effected at a duly called annual or special meeting of 
stockholders of the Corporation and may not be effected by any consent in 
writing by such stockholders.  Except as otherwise required by law and subject 
to the rights of the holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation, special meetings of 
stockholders of the Corporation may be called only by the Board of Directors 
pursuant to a resolution approved by a majority of the entire Board of 
Directors.


                                  ARTICLE VIII

                                 BYLAW AMENDMENTS

     The Board of Directors shall have power to make, alter, amend and repeal 
the Bylaws of the Corporation (except so far as the Bylaws of the Corporation 
adopted by the stockholders shall otherwise provide).  Any Bylaws made by the 
Directors under the powers conferred hereby may be altered, amended or repealed 
by the Directors or by the stockholders.  Notwithstanding the foregoing and 
anything contained in this Restated Certificate of Incorporation or the Bylaws 
to the contrary, Sections 2 and 3 of Article I and Sections 1 through 5 of 
Article II of the Bylaws shall not be altered, amended or repealed and no 
provision inconsistent therewith shall be adopted without the affirmative vote 
of the holders of at least 80% of the voting power of all the shares of the 
Corporation entitled to vote generally in the election of directors, voting 
together as a single class.


                                   ARTICLE IX

                                  AMENDMENTS TO
                           CERTIFICATE OF INCORPORATION

     Notwithstanding any other provisions of the Certificate of Incorporation or
the Bylaws of the Corporation (and notwithstanding the fact that a lesser 
percentage may be specified by law, this Certificate of Incorporation or the 
Bylaws of the Corporation), the affirmative vote of the holders of 80% or more 
of the voting power of the shares of the then outstanding voting stock of the 
Corporation, voting together as a single class, shall be required to amend or 
repeal, or adopt any provisions inconsistent with, Articles V, VI, VII, VIII or 
this Article IX of this Restated Certificate of Incorporation.


                                    ARTICLE X

     SECTION 1.  ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS.  A director of 
the Corporation shall not be personally liable to the Corporation or its 
stockholders for monetary damages for breach of fiduciary duty as a director, 
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under 
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

     SECTION 2.  INDEMNIFICATION AND INSURANCE.

          (a)  RIGHT TO INDEMNIFICATION.  Each person who was or is made a 
party or is threatened to be made a party to or is involved in any action, 
suit or proceeding, whether civil, criminal, administrative or investigative 
(hereinafter a "proceeding"), by reason of the fact that he or she, or a 
person of whom he or she is the legal representative, is or was a director 
or officer, of the Corporation or is or was serving at the request of the 
Corporation as a director, officer, employee or agent of another corporation 
or of a partnership, joint venture, trust or other enterprise, including 
service with respect to employee benefit plans, whether the basis of such 
proceeding is alleged action in an official capacity as a director, officer, 
employee or agent or in any other capacity while serving as a director, 
officer, employee or agent, shall be indemnified and held harmless by the 
Corporation to the fullest extent authorized by the Delaware General 
Corporation Law, as the same exists or may hereafter be amended (but, in the 
case of any such amendment, only to the extent that such amendment permits 
the Corporation to provide broader indemnification rights than said law 
permitted the Corporation to provide prior to such amendment), against all 
expense, liability and loss (including attorneys' fees, judgments, fines, 
ERISA excise taxes or penalties and amounts paid or to be paid in 
settlement) reasonably incurred or suffered by such person in connection 
therewith and such indemnification shall continue as to a person who has 
ceased to be a director, officer, employee or agent and shall inure to the 
benefit of his or her heirs, executors and administrators; provided, 
however, that, except as provided in Paragraph (b) hereof, the Corporation 
shall indemnify any such person seeking indemnification in connection with a 
proceeding (or part thereof) initiated by such person only if such 
proceeding (or part thereof) was authorized by the Board of Directors of the 
Corporation.  The right to indemnification conferred in this Section shall 
be a contract right and shall include the right to be paid by the 
Corporation the expenses incurred in defending any such proceeding in 
advance of its final disposition; provided, however, that, if the Delaware 
General Corporation Law requires, the payment of such expenses incurred by a 
director or officer in his or her capacity as a director or officer (and not 
in any other capacity in which service was or is rendered by such person 
while a director or officer, including, without limitation, service to an 
employee benefit plan) in advance of the final disposition of a proceeding, 
shall be made only upon delivery to the Corporation of an undertaking, by or 
on behalf of such director or officer, to repay all amounts so advanced if 
it shall ultimately be determined that such director or officer is not 
entitled to be indemnified under this Section or otherwise.  The Corporation 
may, by action of its Board of Directors, provide indemnification to 
employees and agents of the Corporation with the same scope and effect as 
the foregoing indemnification of directors and officers.

          (b)  RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under Paragraph 
(a) of this Section is not paid in full by the Corporation within thirty 
days after a written claim has been received by the Corporation, the 
claimant may at any time thereafter bring suit against the Corporation to 
recover the unpaid amount of the claim and, if successful in whole or in 
part, the claimant shall be entitled to be paid also the expense of 
prosecuting such claim.  It shall be a defense to any such action (other 
than an action brought to enforce a claim for expenses incurred in defending 
any proceeding in advance of its final disposition where the required 
undertaking, if any is required, has been tendered to the Corporation) that 
the claimant has not met the standards of conduct which make it permissible 
under the Delaware General Corporation Law for the Corporation to indemnify 
the claimant for the amount claimed, but the burden of providing such 
defense shall be on the Corporation.  Neither the failure of the Corporation 
(including its Board of Directors, independent legal counsel, or its 
stockholders) to have made a determination prior to the commencement of such 
action that indemnification of the claimant is proper in the circumstances 
because he or she has met the applicable standard of conduct set forth in 
the Delaware General Corporation Law, nor an actual determination by the 
Corporation (including its Board of Directors, independent legal counsel, or 
its stockholders) that the claimant has not met such applicable standard of 
conduct, shall be a defense to the action or create a presumption that the 
claimant has not met the applicable standard of conduct.

          (c)  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification and 
the payment of expenses incurred in defending a proceeding in advance of its 
final disposition conferred in this Section shall not be exclusive of any 
other right which any person may have or hereafter acquire under any 
statute, provision of the Certificate of Incorporation, Bylaw, agreement, 
vote of stockholders or disinterested directors or otherwise.

          (d)  INSURANCE.  The Corporation may maintain insurance, at its 
expense, to protect itself and any director, officer, employee or agent of 
the Corporation or another corporation, partnership, joint venture, trust or 
other enterprise against any such expense, liability or loss, whether or not 
the Corporation would have the power to indemnify such person against such 
expense, liability or loss under the Delaware General Corporation Law.

     IN WITNESS WHEREOF, said Unisys Corporation has caused this Certificate 
to be signed by Harold S. Barron, its Senior Vice President, General Counsel 
and Secretary, and attested to by Mary Kay Gould, its Assistant Secretary this 
27th day of September, 1999.


                                     UNISYS CORPORATION


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

ATTEST:


By:   /s/  Mary Kay Gould 
      --------------------
       Assistant Secretary




                             UNISYS CORPORATION


                                 AMENDMENT
                                   TO THE
                          DIRECTOR STOCK UNIT PLAN



1.  A new Section 4(D) is added to the Plan, effective September 
24, 1999, to read as follows:

     "(D)  Transfer of Previously Deferred Amounts.  Upon the 
election of a Director, all or any portion of a Director's 
Account held under the terms of the Deferred Compensation Plan 
for Directors of Unisys Corporation may be transferred and 
credited under this Plan as Elective Stock Units, based on the 
Fair Market Value on the date of transfer.  Payment of a 
Director's Stock Units credited to the Plan under this Section 
4(D) shall be made in accordance with the Director's original 
deferral election, subject to any subsequent elections 
permitted under this Plan."

2.  Section 8(B)(1) is amended and restated in its entirety, 
effective September 24, 1999 to read as follows:

"(B)   Revised Election.

(1) Pursuant to a Revised Election, a Director may specify:

    (I) a date for the commencement of the payment of the Director's 
Account that is after the date specified in the Director's Election; 
and/or

    (II) a form of payment that calls for a greater number of annual 
installment payments than that specified in the Director's Election, 
or a number of annual installment payments where the Director specified
 
a single sum payment in his or her Election; and/or

    (III) a mode of payment (cash or stock) that is different than that 
specified in the Director's Election.

    (IV) Notwithstanding the foregoing, a Director may not elect a time 
of benefit commencement and/or a form of payment to the extent that 
such an election would cause any payments to be made after the March 31 
first following the date that is 20 years after the date of the Director's 
termination of service as a Director."




                          UNISYS CORPORATION


                              AMENDMENTS
                                TO THE
       DEFERRED COMPENSATION PLAN FOR EXECUTIVES OF UNISYS CORPORATION



1.  Section 2.9 is amended and restated in its entirety, effective 
September 24, 1999, to read as follows:

     "2.9  'Eligible Executive' means, for any calendar year, an 
individual whose base salary from the Corporation plus 75% of 
target EVC equals or exceeds the maximum amount of compensation 
that is permitted to be taken into account under Section 
401(a)(17) of the Internal Revenue Code."

2.  Section 4.2(b) and (c) are amended and restated in their 
entirety, effective September 24, 1999, to read as follows:

     "(b)  Each Eligible Executive may elect, at the same time as a 
Deferral Election is made, to have one or more of the 
Investment Measurement Options applied to current deferrals.  
Such election with respect to current deferrals may be changed 
at any time upon appropriate notice to the Plan recordkeeper.

     "(c)  Subject to the restrictions described in subsection (e), 
a Participant may elect to change the manner in which 
Investment Measurement Options apply to existing account 
Balances.  Such an election will be effective upon appropriate 
notice to the Plan recordkeeper."






                           UNISYS CORPORATION


                               AMENDMENT
                                 TO THE
       DEFERRED COMPENSATION PLAN FOR DIRECTORS OF UNISYS CORPORATION



1.  Sections 4.2(b) and(c) are amended and restated in their entirety, 
effective September 24, 1999, to read as follows:

     "(b)  Each Eligible Director may elect, at the same time as a 
Deferral Election is made, to have one or more of the Investment 
Measurement Options applied to current deferrals.  Such election with 
respect to current deferrals may be changed at any time upon 
appropriate notice to the Corporate Executive Compensation 
Department.

     (c)  Subject to the restrictions described in Subsection (d), a 
Participant may elect to change the manner in which Investment 
Measurement Options apply to existing Account Balances.  In addition, 
a Participant may elect to transfer all or any portion of his/her 
Account balance to the Director Stock Unit Plan and such amounts will 
be credited under that Plan as Elective Stock Units, subject to the 
terms and conditions of the Director Stock Unit Plan.  Any election 
described in this subsection (c) will be effective upon appropriate 
notice to the Corporate Executive Compensation Department."






<TABLE>
                             UNISYS CORPORATION
                  STATEMENT OF COMPUTATION OF EARNINGS PER SHARE 
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 
                                (UNAUDITED)
                      (Millions, except share data)
<CAPTION>
                                                  1999             1998
                                               -----------     -----------
<S>                                            <C>             <C>
Earnings per share computation - basic

Income before extraordinary item               $     378.4     $     240.7
Less dividends on preferred shares              (     36.7)     (     79.9)
                                               -----------     -----------
Income available to common stockholders
  before extraordinary item                          341.7           160.8
Extraordinary item                              (     12.1)
                                               -----------     -----------
Net income available to common stockholders    $     329.6     $     160.8
                                               ===========     ===========

Weighted average shares                        279,677,558     252,458,000
                                               ===========     ===========
Earnings per share - basic 
                    
Income before extraordinary item               $      1.22     $       .64
Extraordinary item                                    (.04)
                                               -----------     -----------
Net income                                     $      1.18     $       .64
                                               ===========     ===========

Earnings per share computation - diluted

Income available to common stockholders
  before extraordinary item                    $     341.7     $     160.8
Plus impact of assumed conversions
  Interest expense on 8 1/4% Convertible Notes
    due 2006, net of tax                                .3             1.2                
                                               -----------     -----------
Income available to common stockholders
  before extraordinary item                          342.0           162.0
Extraordinary item                              (     12.1)
                                               -----------     -----------
Net income available to common stockholders    $     329.9     $     162.0
                                               ===========     ===========

Weighted average shares                        279,677,558     252,458,000
Plus incremental shares from assumed 
  conversions
  Employee stock plans                          10,796,201      11,020,766
  8 1/4% Convertible Notes due 2006              1,090,473       4,012,508
  Preferred
 stock                                1,169,000       1,348,726          
                                               -----------     -----------
Adjusted weighted average shares               292,733,232     268,840,000
                                               ===========     ===========
Earnings per share - diluted

Income before extraordinary item               $      1.17     $       .60
Extraordinary item                                    (.04)
                                               -----------     -----------
Net income                                     $      1.13     $       .60
                                               ===========     ===========



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                       25,862,243     47,449,470
</TABLE>




<TABLE>
                                UNISYS CORPORATION
                   STATEMENT OF COMPUTATION OF EARNINGS PER SHARE 
              FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 
                                    (UNAUDITED)
                            (Millions, except share data)
<CAPTION>
                                                  1999             1998
                                               -----------     -----------
<S>                                            <C>             <C>
Earnings per share computation - basic

Income before extraordinary item               $     150.5     $      93.8
Less dividends on preferred shares              (      1.9)    (      26.6)
                                               -----------     -----------
Income available to common stockholders
  before extraordinary item                          148.6            67.2
Extraordinary item                              (     12.1)
                                               -----------     -----------
Net income available to common stockholders    $     136.5     $      67.2
                                               ===========     ===========

Weighted average shares                        302,182,675     254,876,000
                                               ===========     ===========
Earnings per share - basic                     

Income before extraordinary item               $       .49     $       .26
Extraordinary item                                    (.04) 
                                               -----------     -----------
Net income                                     $       .45     $       .26
                                               ===========     ===========

Earnings per share computation - diluted

Income available to common stockholders
  before extraordinary item                    $     148.6     $      67.2
Plus impact of assumed conversions
  Interest expense on 8 1/4% Convertible Notes
    due 2006, net of tax                                -               .4                
                                               -----------     -----------
Income available to common stockholders
  before extraordinary item                          148.6            67.6
Extraordinary item                              (     12.1)
                                               -----------     -----------
Net income available to common stockholders    $     136.5     $      67.6
                                               ===========     ===========

Weighted average shares                        302,182,675     254,876,000
Plus incremental shares from assumed 
  conversions
  Employee stock plans                          11,492,800      11,538,799
  8 1/4% Convertible Notes due 2006                     -        3,975,247
  Preferred Stock                                  866,000       1,349,954
          
                                               -----------     -----------
Adjusted weighted average shares               314,541,475     271,740,000
                                               ===========     ===========
Earnings per share - diluted

Income before extraordinary item               $       .47     $       .25
Extraordinary item                                    (.04)
                                               -----------     -----------
Net income                                     $       .43     $       .25
                                               ===========     ===========

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                       3,895,078      47,448,144
</TABLE>



                                                                 Exhibit 12



<TABLE>

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

<CAPTION>
                                Nine
                                Months
                                Ended          Years Ended December 31
                                Sept 30,  -------------------------------------
                                1999     1998     1997    1996    1995    1994
                                -------  ----     ----    ----    ----    ----
<S>                             <C>     <C>     <C>      <C>    <C>      <C>
Income (loss) from continuing
 operations before income taxes $548.3  $594.2  $(748.1) $ 80.2 $(786.0) $ 17.4 
Add (deduct) share of loss 
  (income) of associated 
  companies                       14.2   (  .3)     5.9    (4.9)    5.0    16.6  
                                ------  ------   ------  ------  ------  ------ 
    Subtotal                     562.5   593.9   (742.2)   75.3  (781.0)   34.0 
                                ------  ------   ------  ------  ------  ------ 
Interest expense                 103.0   171.7    233.2   249.7   202.1   203.7  
Amortization of debt issuance
  expenses                         3.1     4.6      6.7     6.3     5.1     6.2   
Portion of rental expense
  representative of interest      36.8    49.1     51.8    59.8    65.9    65.6
                                ------  ------  -------  ------  ------  ------
    Total Fixed Charges          142.9   225.4    291.7   315.8   273.1   275.5
                                ------  ------  -------  ------  ------  ------
Earnings (loss) from continuing
  operations before income 
  taxes and fixed charges       $705.4  $819.3  $(450.5) $391.1 $(507.9) $309.5
                                ======  ======  =======  ====== =======  ======
Ratio of earnings to fixed 
  charges                         4.94    3.63    (a)      1.24    (a)     1.12  
                                ======  ======  =======  ======  ======  ====== 

(a) Earnings for the years ended December 31, 1997 and 1995 were inadequate
    to cover fixed charges by approximately $742.2 and $781.0 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, 1999 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-31-1999
<PERIOD-END>                                                     SEP-30-1999

<CASH>                                                              374
<SECURITIES>                                                          0
<RECEIVABLES>                                                     1,289
<ALLOWANCES>                                                        (49)
<INVENTORY>                                                         407
<CURRENT-ASSETS>                                                  2,631
<PP&E>                                                            1,724
<DEPRECIATION>                                                   (1,137)
<TOTAL-ASSETS>                                                    5,565
<CURRENT-LIABILITIES>                                             2,507
<BONDS>                                                             951
<PREFERRED-MANDATORY>                                                 0
<PREFERRED>                                                           0
<COMMON>                                                              3
<OTHER-SE>                                                        1,753
<TOTAL-LIABILITY-AND-EQUITY>                                      5,565
<SALES>                                                           2,050
<TOTAL-REVENUES>                                                  5,585
<CGS>                                                             1,033
<TOTAL-COSTS>                                                     3,582
<OTHER-EXPENSES>                                                      0
<LOSS-PROVISION>                                                     12
<INTEREST-EXPENSE>                                                  103
<INCOME-PRETAX>                                                     548
<INCOME-TAX>                                                        170
<INCOME-CONTINUING>                                                 378
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                     (12)
<CHANGES>                                                             0
<NET-INCOME>                                                        366
<EPS-BASIC>                                                      1.18
<EPS-DILUTED>                                                      1.13

        

</TABLE>






<TABLE> <S> <C>


<ARTICLE>     5
<LEGEND>      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
              FROM THE COMPANY'S FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED 
              DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO 
              SUCH FINANCIAL STATEMENTS.
<RESTATED>
<MULTIPLIER>  1,000,000
       
<S>                                                              <C>
<PERIOD-TYPE>                                                    12-MOS
<FISCAL-YEAR-END>                                                DEC-31-1996
<PERIOD-END>                                                     DEC-31-1996

<CASH>                                                            1,048
<SECURITIES>                                                          6
<RECEIVABLES>                                                     1,058
<ALLOWANCES>                                                        (80)
<INVENTORY>                                                         646
<CURRENT-ASSETS>                                                  3,162
<PP&E>                                                            1,964
<DEPRECIATION>                                                    1,339
<TOTAL-ASSETS>                                                    7,002
<CURRENT-LIABILITIES>                                             2,478
<BONDS>                                                           2,271
<COMMON>                                                              2
<PREFERRED-MANDATORY>                                               150
<PREFERRED>                                                       1,425
<OTHER-SE>                                                          187
<TOTAL-LIABILITY-AND-EQUITY>                                      7,002
<SALES>                                                           2,427
<TOTAL-REVENUES>                                                  6,398
<CGS>                                                             1,700
<TOTAL-COSTS>                                                     4,270
<OTHER-EXPENSES>                                                      0
<LOSS-PROVISION>                                                      2
<INTEREST-EXPENSE>                                                  250
<INCOME-PRETAX>                                                      80
<INCOME-TAX>                                                         29
<INCOME-CONTINUING>                                                  51
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                     (12)
<CHANGES>                                                             0
<NET-INCOME>                                                         39
<EPS-BASIC>                                                      (.40)
<EPS-DILUTED>                                                      (.40)

        

</TABLE>






<TABLE> <S> <C>



<ARTICLE>     5
<LEGEND>      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
              FROM THE COMPANY'S FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
              DECEMBER 31, 1997 AND IS QUALIFIEDIN ITS ENTIRETY BY REFERENCE TO
              SUCH FINANCIAL STATEMENTS.
<RESTATED>
<MULTIPLIER>  1,000,000
       
<S>                                                              <C>
<PERIOD-TYPE>                                                    YEAR
<FISCAL-YEAR-END>                                                DEC-31-1997
<PERIOD-END>                                                     DEC-31-1997

<CASH>                                                              824
<SECURITIES>                                                          0
<RECEIVABLES>                                                       957
<ALLOWANCES>                                                        (65)
<INVENTORY>                                                         565
<CURRENT-ASSETS>                                                  2,918
<PP&E>                                                            1,787
<DEPRECIATION>                                                    1,200
<TOTAL-ASSETS>                                                    5,632
<CURRENT-LIABILITIES>                                             2,596
<BONDS>                                                           1,438
<PREFERRED-MANDATORY>                                                 0
<PREFERRED>                                                       1,438
<COMMON>                                                              3
<OTHER-SE>                                                         (213)
<TOTAL-LIABILITY-AND-EQUITY>                                      5,632
<SALES>                                                           2,846
<TOTAL-REVENUES>                                                  6,663
<CGS>                                                             1,523
<TOTAL-COSTS>                                                     4,387
<OTHER-EXPENSES>                                                      0
<LOSS-PROVISION>                                                     10
<INTEREST-EXPENSE>                                                  233
<INCOME-PRETAX>                                                    (748)
<INCOME-TAX>                                                        105
<INCOME-CONTINUING>                                                (853)
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                       (853)
<EPS-BASIC>                                                     (5.25)
<EPS-DILUTED>                                                     (5.25)

        

</TABLE>






<TABLE> <S> <C>


<ARTICLE>     5
<LEGEND>      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
              FROM THE COMPANY'S FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD 
              ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY 
              REFERENCE TO SUCH FINANCIAL STATEMENTS.
<RESTATED>
<MULTIPLIER>  1,000,000
       
<S>                                                              <C>
<PERIOD-TYPE>                                                    3-MOS
<FISCAL-YEAR-END>                                                DEC-31-1998
<PERIOD-END>                                                     MAR-31-1998

<CASH>                                                              672
<SECURITIES>                                                          0
<RECEIVABLES>                                                       861
<ALLOWANCES>                                                        (67)
<INVENTORY>                                                         573
<CURRENT-ASSETS>                                                  2,664
<PP&E>                                                            1,773
<DEPRECIATION>                                                    1,206
<TOTAL-ASSETS>                                                    5,360
<CURRENT-LIABILITIES>                                             2,310
<BONDS>                                                           1,436
<PREFERRED-MANDATORY>                                                 0
<PREFERRED>                                                       1,438
<COMMON>                                                              3
<OTHER-SE>                                                         (186)
<TOTAL-LIABILITY-AND-EQUITY>                                      5,360
<SALES>                                                             727
<TOTAL-REVENUES>                                                  1,656
<CGS>                                                               322
<TOTAL-COSTS>                                                     1,093
<OTHER-EXPENSES>                                                      0
<LOSS-PROVISION>                                                      2
<INTEREST-EXPENSE>                                                   47
<INCOME-PRETAX>                                                      95
<INCOME-TAX>                                                         35
<INCOME-CONTINUING>                                                  60
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                         60
<EPS-BASIC>                                                       .13
<EPS-DILUTED>                                                       .13

        

</TABLE>






<TABLE> <S> <C>


<ARTICLE>     5
<LEGEND>      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
              FROM THE COMPANY'S FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD 
              ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE 
              TO SUCH FINANCIAL STATEMENTS.

<RESTATED>
<MULTIPLIER>  1,000,000
       
<S>                                                              <C>
<PERIOD-TYPE>                                                    6-MOS
<FISCAL-YEAR-END>                                                DEC-31-1998
<PERIOD-END>                                                     JUN-30-1998

<CASH>                                                              726
<SECURITIES>                                                          0
<RECEIVABLES>                                                       954
<ALLOWANCES>                                                        (67)
<INVENTORY>                                                         558
<CURRENT-ASSETS>                                                  2,785
<PP&E>                                                            1,773
<DEPRECIATION>                                                   (1,209)
<TOTAL-ASSETS>                                                    5,473
<CURRENT-LIABILITIES>                                             2,343
<BONDS>                                                           1,432
<PREFERRED-MANDATORY>                                                 0
<PREFERRED>                                                       1,445
<COMMON>                                                              3
<OTHER-SE>                                                         (100)
<TOTAL-LIABILITY-AND-EQUITY>                                      5,473
<SALES>                                                           1,356
<TOTAL-REVENUES>                                                  3,393
<CGS>                                                               748
<TOTAL-COSTS>                                                     2,244
<OTHER-EXPENSES>                                                      0
<LOSS-PROVISION>                                                      3
<INTEREST-EXPENSE>                                                   89
<INCOME-PRETAX>                                                     233
<INCOME-TAX>                                                         86
<INCOME-CONTINUING>                                                 147
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                        147
<EPS-BASIC>                                                       .37
<EPS-DILUTED>                                                       .35

        

</TABLE>






<TABLE> <S> <C>


<ARTICLE>     5
<LEGEND>      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
              FROM THE COMPANY'S FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD 
              ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY 
              REFERENCE TO SUCH FINANCIAL STATEMENTS.
<RESTATED>
<MULTIPLIER>  1,000,000
       
<S>                                                              <C>
<PERIOD-TYPE>                                                    9-MOS
<FISCAL-YEAR-END>                                                DEC-31-1998
<PERIOD-END>                                                     SEP-30-1998

<CASH>                                                              796
<SECURITIES>                                                          0
<RECEIVABLES>                                                       986
<ALLOWANCES>                                                        (68)
<INVENTORY>                                                         546
<CURRENT-ASSETS>                                                  2,852
<PP&E>                                                            1,744
<DEPRECIATION>                                                   (1,173)
<TOTAL-ASSETS>                                                    5,540
<CURRENT-LIABILITIES>                                             2,518
<BONDS>                                                           1,271
<PREFERRED-MANDATORY>                                                 0
<PREFERRED>                                                       1,448
<COMMON>                                                              3
<OTHER-SE>                                                          (53)
<TOTAL-LIABILITY-AND-EQUITY>                                      5,540
<SALES>                                                           2,001
<TOTAL-REVENUES>                                                  5,186
<CGS>                                                             1,092
<TOTAL-COSTS>                                                     3,430
<OTHER-EXPENSES>                                                      0
<LOSS-PROVISION>                                                      4
<INTEREST-EXPENSE>                                                  132
<INCOME-PRETAX>                                                     381
<INCOME-TAX>                                                        140
<INCOME-CONTINUING>                                                 241
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                        241
<EPS-BASIC>                                                       .64
<EPS-DILUTED>                                                       .60

        

</TABLE>






<TABLE> <S> <C>


<ARTICLE>     5
<LEGEND>      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
              FROM THE COMPANY'S FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED 
              DECEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE 
              TO SUCH FINANCIAL STATEMENTS.
<RESTATED>
<MULTIPLIER>  1,000,000
       
<S>                                                              <C>
<PERIOD-TYPE>                                                    12-MOS
<FISCAL-YEAR-END>                                                DEC-31-1998
<PERIOD-END>                                                     DEC-31-1998

<CASH>                                                              616
<SECURITIES>                                                          0
<RECEIVABLES>                                                     1,259
<ALLOWANCES>                                                        (47)
<INVENTORY>                                                         471
<CURRENT-ASSETS>                                                  2,844
<PP&E>                                                            1,735
<DEPRECIATION>                                                   (1,149)
<TOTAL-ASSETS>                                                    5,613
<CURRENT-LIABILITIES>                                             2,597
<BONDS>                                                           1,107
<PREFERRED-MANDATORY>                                                 0
<PREFERRED>                                                       1,445
<COMMON>                                                              3
<OTHER-SE>                                                           88
<TOTAL-LIABILITY-AND-EQUITY>                                      5,613
<SALES>                                                           2,737
<TOTAL-REVENUES>                                                  7,244
<CGS>                                                             1,453
<TOTAL-COSTS>                                                     4,776
<OTHER-EXPENSES>                                                      0
<LOSS-PROVISION>                                                      4
<INTEREST-EXPENSE>                                                  172
<INCOME-PRETAX>                                                     594
<INCOME-TAX>                                                        218
<INCOME-CONTINUING>                                                 376
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                        376
<EPS-BASIC>                                                      1.07
<EPS-DILUTED>                                                      1.01

        

</TABLE>






<TABLE> <S> <C>


<ARTICLE>     5
<LEGEND>      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
              FROM THE COMPANY'S FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD 
              ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY 
              REFERENCE TO SUCH FINANCIAL STATEMENTS.
<RESTATED>
<MULTIPLIER>  1,000,000
       
<S>                                                              <C>
<PERIOD-TYPE>                                                    3-MOS
<FISCAL-YEAR-END>                                                DEC-31-1999
<PERIOD-END>                                                     MAR-31-1999

<CASH>                                                              433
<SECURITIES>                                                          0
<RECEIVABLES>                                                     1,225
<ALLOWANCES>                                                        (45)
<INVENTORY>                                                         456
<CURRENT-ASSETS>                                                  2,607
<PP&E>                                                            1,662
<DEPRECIATION>                                                   (1,107)
<TOTAL-ASSETS>                                                    5,360
<CURRENT-LIABILITIES>                                             2,466
<BONDS>                                                           1,079
<PREFERRED-MANDATORY>                                                 0
<PREFERRED>                                                       1,034
<COMMON>                                                              3
<OTHER-SE>                                                          417
<TOTAL-LIABILITY-AND-EQUITY>                                      5,360
<SALES>                                                             715
<TOTAL-REVENUES>                                                  1,823
<CGS>                                                               334
<TOTAL-COSTS>                                                     1,154
<OTHER-EXPENSES>                                                      0
<LOSS-PROVISION>                                                      5
<INTEREST-EXPENSE>                                                   34
<INCOME-PRETAX>                                                     170
<INCOME-TAX>                                                         60
<INCOME-CONTINUING>                                                 110
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                        110
<EPS-BASIC>                                                       .33
<EPS-DILUTED>                                                       .31

        

</TABLE>






<TABLE> <S> <C>


<ARTICLE>     5
<LEGEND>      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
              FROM THE COMPANY'S FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD 
              ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE 
              TO SUCH FINANCIAL STATEMENTS.
<RESTATED>
<MULTIPLIER>  1,000,000
       
<S>                                                              <C>
<PERIOD-TYPE>                                                    6-MOS
<FISCAL-YEAR-END>                                                DEC-31-1999
<PERIOD-END>                                                     JUN-30-1999

<CASH>                                                              447
<SECURITIES>                                                          0
<RECEIVABLES>                                                     1,244
<ALLOWANCES>                                                        (47)
<INVENTORY>                                                         391
<CURRENT-ASSETS>                                                  2,611
<PP&E>                                                            1,678
<DEPRECIATION>                                                    1,121
<TOTAL-ASSETS>                                                    5,483
<CURRENT-LIABILITIES>                                             2,441
<BONDS>                                                           1,090
<PREFERRED-MANDATORY>                                                 0
<PREFERRED>                                                         695
<COMMON>                                                              3
<OTHER-SE>                                                          908
<TOTAL-LIABILITY-AND-EQUITY>                                      5,483
<SALES>                                                           1,369
<TOTAL-REVENUES>                                                  3,719
<CGS>                                                               682
<TOTAL-COSTS>                                                     2,387
<OTHER-EXPENSES>                                                      0
<LOSS-PROVISION>                                                      8
<INTEREST-EXPENSE>                                                   69
<INCOME-PRETAX>                                                     352
<INCOME-TAX>                                                        124
<INCOME-CONTINUING>                                                 228
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                        228
<EPS-BASIC>                                                       .72
<EPS-DILUTED>                                                       .69

        

</TABLE>