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

                                FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2000.

[ ]   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 March 31, 2000:
311,775,241.











<PAGE> 2

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
                       UNISYS CORPORATION
                CONSOLIDATED BALANCE SHEET (UNAUDITED)
                          (Millions)
<CAPTION>   

                                          March 31,    December 31,
                                            2000          1999
                                         -----------   ------------
<S>                                      <C>             <C>
Assets
------
Current assets
Cash and cash equivalents                 $  397.4       $  464.0
Accounts and notes receivable, net         1,335.5        1,430.5
Inventories
   Parts and finished equipment              241.2          236.8
   Work in process and materials             136.1          136.1
Deferred income taxes                        475.6          472.7
Other current assets                         118.2          105.6
                                          --------       --------
Total                                      2,704.0        2,845.7
                                          --------       --------

Properties                                 1,747.0        1,723.0
Less-Accumulated depreciation              1,125.3        1,102.2
                                          --------       --------
Properties, net                              621.7          620.8
                                          --------       --------
Investments at equity                        221.9          225.5
Software, net of accumulated amortization    264.9          259.8
Prepaid pension cost                       1,011.6          975.9
Deferred income taxes                        655.6          655.6
Other assets                                 326.6          306.4
                                          --------       --------
Total                                     $5,806.3       $5,889.7
                                          ========       ========
Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $   52.1       $   26.9

Current maturities of long-term debt         421.4           22.9
Accounts payable                             926.4        1,036.7
Other accrued liabilities                  1,057.6        1,183.1
Estimated income taxes                       355.3          348.9
                                          --------       --------
Total                                      2,812.8        2,618.5
                                          --------       --------
Long-term debt                               553.2          950.2
Other liabilities                            352.7          367.7

Stockholders' equity
Common stock, issued: 2000, 313.7;
   1999,312.5                                  3.1            3.1
Accumulated deficit                       (  947.9)      (1,054.4)
Other capital                              3,599.9        3,575.0
Accumulated other comprehensive
   loss                                     (567.5)        (570.4)
                                          --------       --------
Stockholders' equity                       2,087.6        1,953.3
                                          --------       --------
Total                                     $5,806.3       $5,889.7
                                          ========       ========
See notes to consolidated financial statements.
</TABLE>



<PAGE> 3

<TABLE>

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

<CAPTION>

                                         Three Months Ended March 31  
                                         ---------------------------  
                                             2000           1999     
                                           --------       --------   
<S>                                        <C>            <C>        
Revenue                                    $1,668.7       $1,822.8   
                                           --------       --------   
Costs and expenses
   Cost of revenue                          1,129.4        1,154.2
   Selling, general and administrative        281.5          334.9   
   Research and development expenses           82.1           80.5    
                                           --------       --------   
                                            1,493.0        1,569.6     
                                           --------       --------   
Operating income                              175.7          253.2   

Interest expense                               20.5           34.2   
Other income (expense), net                     6.2          (49.3)  
                                           --------       --------   
Income before income taxes                    161.4          169.7   
Estimated income taxes                         54.9           59.8   
                                           --------       --------   
Net income                                    106.5          109.9
Dividends on preferred shares                                 22.8   
                                           --------       --------   

Earnings on common shares                  $  106.5       $   87.1   
                                           ========       ========   
Earnings per common share
   Basic                                   $    .34       $    .33
                                           ========       ========
   Diluted                                 $    .34       $    .31
                                           ========       ========


See notes to consolidated financial statements.

</TABLE>
                                    












<PAGE> 4

<TABLE>
                           UNISYS CORPORATION
               CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                (Millions)
<CAPTION>
                                                    Three Months Ended
                                                         March 31
                                                    ------------------
                                                       2000      1999
                                                    --------   --------
<S>                                                <C>        <C>
Cash flows from operating activities
Net income                                         $  106.5   $  109.9
Add(deduct) items to reconcile net income 
   to net cash (used for) provided by operating
   activities:
Depreciation                                           37.8       35.2
Amortization:   
   Marketable software                                 29.2       25.2
   Goodwill                                             2.4        6.8
(Increase) in deferred income taxes, net             (  2.9)    ( 20.3) 
Decrease in receivables, net                           72.7       67.6
(Increase) decrease in inventories                   (  4.4)      15.2
(Decrease) in accounts payable and
   other accrued liabilities                         (246.1)    (159.6)
Increase in estimated income taxes                      6.4       15.7
(Decrease) in other liabilities                      (   .2)    (  4.4)
(Increase) in other assets                           ( 46.5)    ( 38.6)
Other                                                   2.2     (  3.6)
                                                    -------     ------
Net cash (used for) provided by operating
   activities                                        ( 42.9)      49.1
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                          135.7      456.4
   Purchases of investments                          (128.5)    (451.1)
   Proceeds from sales of properties                    7.8        6.5
   Investment in marketable software                 ( 34.3)    ( 26.8)
   Capital additions of properties                   ( 38.2)    ( 35.6)
   Purchases of businesses                           (  3.8)    (  2.5)
                                                    -------     ------
Net cash (used for) investing activities             ( 61.3)    ( 53.1) 
                                                    -------     ------
Cash flows from financing activities
   Redemption of preferred stock                                (168.3)
   Proceeds from issuance of long-term debt                         .7
   Payments of long-term debt                        (  2.9)    (   .1)
   Net proceeds from short-term borrowings             25.2        6.9
   Dividends paid on preferred shares                           ( 28.2)
   Proceeds from employee stock plans                  17.0       14.2
                                                    -------     ------
Net cash provided by(used for) financing
   activities                                          39.3     (174.8)
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                         (  1.7)    (  4.7)
                                                    -------     ------

Decrease in cash and cash equivalents                ( 66.6)    (183.5)
Cash and cash equivalents, beginning of period        464.0      616.4
                                                    -------    -------
Cash and cash equivalents, end of period            $ 397.4    $ 432.9
                                                    =======    =======

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    
                             March 31,       
                         ------------------    
                           2000       1999     
                         -------    -------    
          Basic          311,161    262,704    
          Diluted        317,080    277,830    

b.   A summary of the company's operations by business segment for the three-
month periods ended March 31, 2000 and 1999 is presented below (in millions of 
dollars):

                             Total    Corporate    Services    Technology
     Three Months Ended      -----    ---------    --------    ----------  
       March 31, 2000
     ------------------
     Customer revenue       $1,668.7               $1,125.0      $543.7
     Intersegment                      $(124.1)        11.0       113.1
                            --------   -------     --------      ------
     Total revenue          $1,668.7   $(124.1)    $1,136.0      $656.8
                            ========   =======     ========      ======
     Operating income(loss) $  175.7   $  13.4     $   19.1      $143.2
                            ========   =======     ========      ======

     Three Months Ended      
       March 31, 1999
     ------------------
     Customer revenue       $1,822.8               $1,202.7      $620.1
     Intersegment                      $(109.1)        14.6        94.5
                            --------   --------    --------      ------
     Total revenue          $1,822.8   $(109.1)    $1,217.3      $714.6
                            ========   ========    ========      ======
     Operating income(loss) $  253.2   $(  8.0)    $   69.6      $191.6
                            ========   =======     ========      ======
                            
     


<PAGE> 6

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

                                            Three Months Ended March 31
                                            ---------------------------
                                                2000           1999
                                                ----           ----
     Total segment operating income             $162.3        $261.2
     Interest expense                            (20.5)        (34.2)
     Other income (expense), net                   6.2         (49.3)
     Corporate and eliminations                   13.4         ( 8.0)
                                                ------        ------
     Total income before income taxes           $161.4        $169.7
                                                ======        ======

c.   Comprehensive income for the three months ended March 31, 2000 and 1999 
includes the following components (in millions of dollars):


                                                      2000       1999      
                                                      ----       ----  

     Net income                                      $106.5     $109.9     

     Other comprehensive income (loss)              
       Foreign currency translation adjustment          5.8      (58.9)   
       Related tax expense(benefit)                     2.9      (  .2)
                                                     ------    -------    
     Total other comprehensive income (loss)            2.9      (58.7)
                                                     ------    -------   
     Comprehensive income                            $109.4    $  51.2   
                                                     ======    =======   


     Accumulated other comprehensive income (loss), (all of which 
     relates to foreign currency translation adjustments) as of 
     March 31, 2000 and December 31, 1999 is as follows (in millions of
     dollars):


                                               March 31,     December 31,
                                                 2000            1999
                                              -----------    -----------
     
     Balance at beginning of period            $(570.4)        $(531.6)
     Translation adjustments                       2.9          ( 38.8)
                                               -------         -------
     Balance at end of period                  $(567.5)        $(570.4) 
                                               =======         =======



<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 March 31, 2000, the company reported net income of 
$106.5 million or $.34 per diluted share, compared to $109.9 million, or $.31 
per diluted share, for the three months ended March 31, 1999. 

Total revenue for the quarter ended March 31, 2000 was $1.67 billion, down 8% 
from revenue of $1.82 billion for the quarter ended March 31, 1999. Excluding 
the negative impact of foreign currency fluctuations, revenue in the quarter 
declined 6%.  The decrease in revenue was due to a slower-than-anticipated 
rebound in sales following the year 2000 transition, particularly in the 
company's Federal government and financial services businesses, and a slow start
in the quarter associated with the implementation of a new organizational 
structure.  In addition, the first half of 1999 was unusually strong as 
customers accelerated purchases in preparation for the year 2000 transition, 
making revenue comparisons to the first and second quarters of 2000 difficult. 
Given this factor and the slow start in the first quarter, the company expects 
revenue for the quarter ending June 30, 2000 to be down slightly from the year-
ago quarter.  Total gross profit percent was 32.3% in the first quarter of 2000 
compared to 36.7% in the year-ago period, principally due to lower revenue in 
the current quarter and a lower mix of higher-margin products and services than 
in the year-ago quarter.

For the three months ended March 31, 2000, selling, general and administrative 
expenses were $281.5 million (16.9% of revenue) compared to $334.9 million 
(18.4% of revenue) for the three months ended March 31, 1999.  The decrease in 
these expenses reflected continued progress in controlling costs through the 
company's worldwide business process standardization program, continued 
stringent controls over discretionary expenditures as well as an insurance cost
reimbursement in the quarter.  Research and development expenses were $82.1 
million compared to $80.5 million a year earlier. 

For the first quarter of 2000, the company reported an operating income percent
of 10.5% compared to 13.9% for the first quarter of 1999.



<PAGE> 8

Information by business segment is presented below (in millions):
                                                                     
                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
March 31, 2000
------------------
Customer revenue          $1,668.7                  $1,125.0    $543.7
Intersegment                           $(124.1)         11.0     113.1
                          --------     -------      --------    ------
Total revenue             $1,668.7     $(124.1)     $1,136.0    $656.8
                          ========     =======      ========    ======

Gross profit percent          32.3%                     21.1%     46.3%
                          ========                  ========    ======
Operating income
     percent                  10.5%                      1.7%     21.8%
                          ========                  ========    ======   

Three Months Ended
March 31, 1999
------------------
Customer revenue          $1,822.8                  $1,202.7    $620.1
Intersegment                           $(109.1)         14.6      94.5 
                          --------     -------      --------    ------      
Total revenue             $1,822.8     $(109.1)     $1,217.3    $714.6
                          ========     =======      ========    ====== 

Gross profit percent          36.7%                     24.3%     53.3%
                          ========                  ========    ======
Operating income
     percent                  13.9%                      5.7%     26.8%
                          ========                  ========    ======

In the Services segment, customer revenue decreased 6% to $1.13 billion in the 
first quarter of 2000 from $1.20 billion in the first quarter of 1999 as an 
increase in outsourcing revenue was more than offset by a decline in systems 
integration and repeatable solutions, particularly in the government and 
financial services businesses, as customers slowed the implementation of new 
solutions during the year 2000 transition.  Proprietary maintenance revenue, 
which continues to decline industry wide, declined more than in prior periods as
customers replaced older equipment with newer year 2000-compliant systems that
require less maintenance.  Gross profit percent declined to 21.1% in the current
quarter compared to 24.3% in the prior period principally reflecting reduced 
utilization of resources due to lower revenue levels, as well as a lower mix of
higher-margin systems integration, solutions, and proprietary maintenance 
revenue in the quarter.  Operating income percent declined to 1.7% in the 
current quarter from 5.7% last year principally due to the gross profit decline.

In the Technology segment, customer revenue decreased 12% to $544 million in the
first quarter of 2000 from $620 million in the prior-year period as both 
ClearPath enterprise servers and software revenue declined.  In addition, the 
March 1999 quarter reflected strong revenue levels associated with accelerated 
spending by customers in preparation for the year 2000 transition.  The gross 
profit percent was 46.3% in 2000, compared to 53.3% in 1999, due in large part 
to a lower percentage of enterprise server and software sales in the current 
quarter.  Operating profit in this segment declined to 21.8% in 2000 compared to
26.8% in 1999, principally due to the gross profit decline.


<PAGE> 9

Interest expense for the three months ended March 31, 2000 was $20.5 million 
compared to $34.2 million for the three months ended March 31, 1999.  The 
decline was principally due to the company's debt reduction program and the 
effects of interest rate swaps discussed below.

Other income (expense), net, which can vary from quarter to quarter, was income
of $6.2 million in the current quarter compared to an expense of $49.3 million 
in the year-ago quarter.  The change was mainly due to charges in the year-ago 
quarter for litigation costs relating to a number of cases, including the Czech
Bank settlement, and losses related to affiliated companies.

Income before income taxes was $161.4 million in the first quarter of 2000 
compared to $169.7 million last year.  The provision for income taxes was $54.9
million in the current period (34% effective rate) compared to $59.8 million in
the year-ago period (35% effective rate).  The decline in the effective tax rate
was principally due to tax planning strategies.

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 March 31, 2000 were $397.4 million compared to 
$464.0 million at December 31, 1999.  During the three months ended March 31, 
2000, cash used by operations was $42.9 million compared to cash provided of 
$49.1 million a year ago, primarily reflecting a higher percentage of sales late
in the current quarter and higher foreign income tax payments.

Cash used for investing activities during the first three months of 2000 was 
$61.3 million compared to $53.1 million during the first quarter of 1999.  
During the current quarter, both proceeds from investments and purchases of 
investments, which represent primarily the aggregate notional value of foreign 
exchange hedging contract activity, declined from the prior year as a result 
of extending the duration of individual contracts to more closely match the 
timeframe of related underlying exposures.  This change in duration of foreign 
currency contracts did not significantly impact net cash flows.

Cash provided by financing activities during the current quarter was $39.3 
million compared to cash used of $174.8 million in the year-ago period.  
Included in the prior period were payments of $168.3 million for redemptions of
preferred stock and $28.2 million for preferred stock dividends. 

Total debt was $1.0 billion at both March 31, 2000 and December 31, 1999.

The company has a $400 million credit agreement which expires June 2001.  As of
March 31, 2000, there were no borrowings under this agreement.



<PAGE> 10

On April 15, 2000, the company redeemed all of its $399.5 million outstanding 
12% senior notes due 2003 at the stated redemption price of 106% of principal. 
The company will take an extraordinary after-tax charge of approximately $20 
million in the second quarter of 2000 for the call premium and unamortized debt
expense.  During the March 2000 quarter, the company entered into an additional
$150 million credit agreement expiring April 2001 for the purpose of funding 
this redemption.  The redemption was funded through a combination of cash and 
short-term borrowings under the company's two credit agreements.

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

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 euros and Japanese yen.  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 euros 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.  At March 
31, 2000, the company has a payable of $10.7 million included in other 
liabilities (long term) related to the currency swaps.

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.

At March 31, 2000, the company had deferred tax assets in excess of deferred tax
liabilities of $1,384 million.  For the reasons cited below, management 
determined that it is more likely than not that $1,078 million of such assets 
will be realized, therefore resulting in a valuation allowance of $306 million.

The company evaluates quarterly the realizability of its deferred tax assets and
adjusts the amount of the related valuation allowance, if necessary.  The 
factors used to assess the likelihood of realization are the company's forecast 
of future taxable income, and available tax planning strategies that could be 
implemented to realize deferred tax assets. Approximately $3.2 billion of future
taxable income (predominantly U.S.) is needed to realize all of the net 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. 

Stockholders' equity increased $134.3 million during the three months ended 
March 31, 2000, principally reflecting net income of $106.5 million and $21.7 
million for issuance of stock under stock option and other plans. 



<PAGE> 11

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 effectively execute its sales efforts 
under its new organizational model; 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.

<PAGE> 12

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.  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.

Approximately 61% 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



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


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

As previously reported, most recently in the company's Annual Report on Form 10-
K for the year ended December 31, 1999, a number of purported class action 
lawsuits seeking unspecified compensatory damages have been filed against Unisys
and various current and former officers in the U.S. District Court for the 
Eastern District of Pennsylvania by persons who acquired Unisys common stock 
during the period May 4, 1999 through October 14, 1999.  On February 16, 2000, 
these actions, which are in the early stages, were consolidated under the 
caption In re: Unisys Corporation Securities Litigation.  The plaintiffs allege 
violations of the Federal securities laws in connection with statements made by 
the company concerning certain of its services contracts.  The company believes 
it has meritorious defenses and intends to defend this action 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 March 31, 2000, the company filed no Current 
Reports on Form 8-K.









<PAGE> 14



                               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: April 19, 2000                        By: /s/ Janet M. Brutschea Haugen
                                                -----------------------------
                                                Janet M. Brutschea Haugen
                                                Vice President, Acting Chief
                                                Financial Officer and Controller
                                                (Principal Financial and 
                                                 Accounting Officer)









<PAGE> 


                             EXHIBIT INDEX



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

10       1990 Unisys Long-Term Incentive Plan, as amended through February 17, 
         2000

11       Statement of Computation of Earnings Per Share for the three
         months ended March 31, 2000 and 1999

12       Statement of Computation of Ratio of Earnings to Fixed Charges

27       Financial Data Schedule for the period ended March 31, 2000










                      1990 UNISYS LONG-TERM INCENTIVE PLAN


                                  ARTICLE I
                       PURPOSE AND ADOPTION OF THE PLAN


     1.1     PURPOSE.  The purpose of the 1990 Unisys Long-Term Incentive Plan 
(hereinafter referred to as the "Plan") is to assist in attracting and retaining
highly competent employees and to act as an incentive in motivating selected 
officers and other key employees of Unisys and its Subsidiaries to achieve long-
term corporate objectives.  

     1.2     ADOPTION AND TERM.  The Plan has been approved by the Board and is 
effective as of January 1, 1990, and will remain in effect until terminated or 
abandoned by action of the Board; provided, however, that no Incentive Stock 
Option may be granted after December 31, 1999.  

                                  ARTICLE II
                                 DEFINITIONS

     2.1     "Adjusted Fair Market Value" means, in the event of a Change in 
Control, the greater of (i) the highest Fair Market Value of a share of Company 
Common Stock during the sixty day period ending on the date of such Change in 
Control or (ii) in the case of a Change in Control described in Section 2.7(a) 
or 2.7(c), the highest price per share of Company Common Stock paid to holders 
of Company Common Stock in any transaction (or series of transactions) 
constituting or resulting from such Change in Control.

     2.2     "Award" shall mean any one or
 a combination of Non-Qualified Stock 
Options or Incentive Stock Options described in Article VI, Stock Appreciation 
Rights described in Article VI, Restricted Shares described in Article VII, 
Performance Units described in Article VIII, Performance Awards described in 
Article IX, or any other award made under the terms of the Plan.

     2.3     "Award Agreement" means a written agreement between the Company and
a Participant or a written acknowledgement from the Company  specifically 
setting forth the terms and conditions of an Award granted under the Plan.

     2.4     "Award Period" means, with respect to an Award, the period of time 
set forth in the Award Agreement during which specified target performance goals
must be achieved or other conditions set forth in the Award Agreement must be 
satisfied.  
     
     2.5     "Beneficiary" means an individual, trust or estate who or which by 
designation of the Participant or operation or law succeeds to the rights and 
obligations of the Participant under the Plan and Award Agreement upon the 
Participant's death.

     2.6     "Board" means the Board of Directors of Unisys.  

     2.7     "Change in Control" means any of the following events:

               (a)  The acquisition by any individual, entity or group (within 
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership 
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or 
more of either (i) the then outstanding shares of common stock of the Company 
(the "Outstanding Company Common Stock") or (ii) the combined voting power of 
the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting Securities"); 
provided, however, that for purposes of this subsection (a), the following 
acquisitions shall not constitute a Change of Control: (i) any acquisition 
directly from the Company, (ii) any acquisition by the Company, (iii) any 
acquisition by any employee benefit plan (or related trust) sponsored or 
maintained by the Company or any corporation controlled by the Company or (iv) 
any acquisition by any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (c) of this Section 2.07; or

               (b)  Individuals who, as of May 25, 1995, constitute the Board 
(the "Incumbent Board") cease for any reason to constitute at least a majority 
of the Board; provided, however, that any individual becoming a director 
subsequent to the date hereof whose election, or nomination for election by the 
Company's shareholders, was approved by a vote of at least a majority of the 
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this 
purpose, any such individual whose initial assumption of office occurs as a 
result of an actual or threatened election contest with respect to the election 
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

               (c)  Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the 
Company (a "Business Combination"), in each case, unless, following such 
Business Combination, (i) all or substantially all of the individuals and 
entities who were the beneficial owners, respectively, of the Outstanding 
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding shares of common stock and the 
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation 
resulting from such Business Combination (including, without limitation, a 
corporation which as a result of such transaction owns the Company or all or 
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership, 
immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, (ii) no 
Person (excluding any corporation resulting from such Business Combination or 
any employee benefit plan (or related trust) of the Company or such corporation 
resulting from such Business Combination) beneficially owns, directly or 
indirectly, 20% or more of, respectively, the then outstanding shares of common 
stock of the corporation resulting from such Business Combination or the 
combined voting power of the then outstanding voting securities of such 
corporation except to the extent that such ownership existed prior to the 
Business Combination and (iii) at least a majority of the members of the board 
of directors of the corporation resulting from such Business Combination were 
members of the Incumbent Board at the time of the execution of the initial 
agreement, or of the action of the Board, providing for such Business 
Combination; or

               (d)     Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

     2.8     "Code" means the Internal Revenue Code of 1986, as amended.  
References to a section of the Code shall include that section and any 
comparable section or sections of any future legislation that amends, supplement
or supersedes said section.

     2.9     "Committee" means the Corporate Governance and Compensation 
Committee of the Board.

     2.10     "Company Common Stock" means the common stock of Unisys, par value
$.01 per share.

     2.11     "Company Voting Securities" means the combined voting power of all
outstanding voting securities of Unisys entitled to vote generally in the 
election of directors for the Board.

     2.12     "Date of Grant" means the date designated by the Committee as the 
date as of which it grants an Award, which shall not be earlier than the date on
which the Committee approves the granting of such Award.  

     2.13     "Exchange Act" means the Securities Exchange Act of 1934, as 
amended.

     2.14     "Exercise Price" means, with respect to a Stock Appreciation 
Right, the amount established by the Committee in the Award Agreement which is 
to be subtracted from the Fair Market Value on the date of exercise in order to 
determine the amount of the payment to be made to the Participant, as further 
described in Section 6.2.

     2.15     "Fair Market Value" means, on any date, the average of the high 
and low quoted sales prices of a share of Company Common Stock, sold regular 
way, as reported on the Composite Tape for New York Stock Exchange Listed 
Companies, on such date or, if there were no sales on such date, on the last 
date preceding such date on which a sale was reported.

     2.16     "Incentive Stock Option" means a stock option within the meaning 
of Section 422A of the Code.

     2.17     "Incumbent Board" means the Board as of May 25, 1995. 

     2.18     "Non-Qualified Stock Option" means a stock option which is not an 
Incentive Stock Option.

     2.19     "Normal Retirement Date" means the date on which a Participant is 
eligible to retire with unreduced benefits under a defined benefit pension plan 
or arrangement of Unisys or one of its Subsidiaries or, in the event that the 
Participant is not a member of such a defined benefit pension plan or 
arrangement, the date on which the Participant would otherwise be eligible to 
retire with unreduced benefits under the Unisys Pension Plan.  

     2.20     "Options" means all Non-Qualified Stock Options and Incentive 
Stock Options granted at any time under the Plan.

     2.21     "Other Retirement Date" means a date earlier than a Participant's 
Normal Retirement Date which is specifically designated by the Committee to be 
the date upon which a Participant retires for purposes of this Plan.  

     2.22     "Outstanding Company Common Stock" means, at any time, the issued 
and outstanding shares of Company Common Stock. 

     2.23     "Participant" shall have the meaning set forth in Section 5.1.

     2.24     "Performance Awards" means Awards granted in accordance with 
Article IX.

     2.25     "Performance Units" means Awards granted in accordance with 
Article VIII.

     2.26     "Plan" shall mean the 1990 Unisys Long-Term Incentive Plan as 
described herein and as may be amended from time to time.

     2.27     "Purchase Price", with respect to Options, shall have the meaning 
set forth in Section 6.1(b).

     2.28     "Restricted Shares" means Company Common Stock subject to 
restrictions imposed in connection with Awards granted under Article VII.

     2.29     "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and 
Exchange Commission under Section 16 of the Exchange Act, as it may be amended 
from time to time, and any successor rule.  

     2.30     "Stock Appreciation Right" means Awards granted in accordance with
Article VI.

     2.31     "Stock Award" means a Non-Qualified Stock Option, an Incentive 
Stock Option, a Stock Appreciation Right, a Restricted Stock Award or any other 
stock-based Award authorized by the Board hereunder.

     2.32     "Subsidiary" shall have the meaning set forth in Section 425(f) of
the Code.  

     2.33     "Termination of Employment" means the voluntary or involuntary 
termination of a Participant's employment with Unisys or a Subsidiary for any 
reason, including death, disability, retirement or as the result of the 
divestiture of the Participant's employer or any similar transaction in which 
the Participant's employer ceases to be Unisys or one of its Subsidiaries.  
Whether military or other government or eleemosynary service shall constitute 
Termination of Employment, or whether a Termination of Employment is a result of
disability, shall be determined in each case by the Committee in its sole 
discretion. 

     2.34     "Unisys" means Unisys Corporation, a Delaware corporation.

                                  ARTICLE III
                                 ADMINISTRATION

     3.1     COMMITTEE.  The Plan shall be administered by the Committee.  The 
Committee shall be selected from time to time by the Board, and shall be 
comprised of not less than three members of the Board or such other persons who 
would constitute a disinterested administrator under the requirements of Rule 
16b-3.  The Committee shall have exclusive and final authority in each 
determination, interpretation or other action affecting the Plan and its 
Participants.  The Committee shall have the sole discretionary authority to 
interpret the Plan, to establish and modify administrative rules for the Plan, 
to impose such conditions and restrictions on Awards as it determines 
appropriate, to cancel Awards (including those made pursuant to other plans of 
Unisys) and to substitute new options for underwater options (including options 
granted under other Plans of Unisys) with the consent of the recipient, and to 
take such steps in connection with the Plan and Awards granted as it may deem 
necessary or advisable.  The Committee may, with respect to Participants who are
not subject to Section 16(b) of the Exchange Act, delegate such of its powers 
and authority under the Plan as it deems appropriate to designated officers or 
employees of Unisys.

                                     ARTICLE IV
                                        STOCK

     4.1     NUMBER OF SHARES ISSUABLE.  Subject to adjustments as provided in 
Section 11.9, the stock to be offered under the Plan shall be authorized and 
unissued shares, or issued shares which shall have been reacquired by Unisys, of
Company Common Stock.  The total number of shares initially authorized to be 
issued under the Plan shall be 4 million shares, which limit shall be increased 
as of January 1 of each calendar year commencing in 1991 by a number of shares 
equal to 2% of the total amount of Outstanding Company Common Stock (not 
including shares issued under this Plan) as of such January 1; provided, 
however, that not more than one million shares of Company Common Stock shall be 
issued upon the exercise of Incentive Stock Options awarded under the Plan.  In 
addition, the 1.4 million shares remaining available for the grant of awards as 
of January 1, 1990 under the terms of the 1982 Unisys Long-Term Incentive Plan 
shall be available for issuance hereunder.

     4.2     SHARES SUBJECT TO TERMINATED AWARDS.  The shares of Company Common 
Stock involved in any unexercised portions of terminated Options (including 
cancelled Options) granted under Article VI, shares of Company Common Stock 
forfeited as provided in Section 7.2(a), unexercised shares from terminated 
awards under Section 9.2 and shares of Company Common Stock subject to Awards 
which are otherwise surrendered by the Participant may again be subject to Stock
Awards.  Shares of Company Common Stock subject to Options, or portions thereof,
which have been surrendered in connection with the exercise of Stock 
Appreciation Rights shall not be available for subsequent Option grants under 
the Plan, but shares of Company Common Stock issued in payment of such Stock 
Appreciation Rights shall not be charged against the number of shares of Company
Common Stock available for the grant of Options.  Any shares of Company Common 
Stock issued by Unisys pursuant to its assumption or substitution of outstanding
grants from acquired companies shall not reduce the number of shares available 
for grants under this Plan. 

                                      ARTICLE V
                                     PARTICIPANTS

     5.1     ELIGIBLE PARTICIPANTS.  Participants in the Plan shall be such 
officers and other key employees of Unisys and its Subsidiaries, whether or not 
members of the Board, as the Committee, in its sole discretion, may designate 
from time to time.  The Committee's designation of a Participant in any year 
shall not require the Committee to designate such person to receive Awards or 
grants in any other year.  The designation of a Participant to receive awards or
grants under one portion of the Plan does not require the Committee to include 
such Participant under other portions of the Plan.  The Committee shall consider
such factors as it deems pertinent in selecting Participants and in determining 
the type and amount of their respective Awards.  

                                      ARTICLE VI
                      STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

     6.1     OPTION AWARDS.  

               (a)     The Committee may grant, to such Participants as the 
Committee may select, Options entitling the Participant to purchase Company 
Common Stock from Unisys in such quantity, at such price, and on such terms and 
subject to such conditions, not inconsistent with the terms of this Plan, as may
be established by the Committee.  The terms of any Stock Option granted under 
this Plan shall be set forth in an Award Agreement.

               (b)     PURCHASE PRICE OF OPTIONS.  The Purchase Price of each 
share of Company Common Stock which may be purchased upon exercise of any Option
granted under the Plan shall be determined by the Committee, provided that, with
respect to Participants subject to Section 16(b) of the Exchange Act, such 
Purchase Price shall be not less than 50% of the Fair Market Value on the Date 
of Grant, and provided further that the Purchase Price for shares of Company 
Common Stock purchased pursuant to Stock Options designated by the Committee as 
Incentive Stock Options shall be equal to or greater than the Fair Market Value 
on the Date of Grant as required under Section 422A of the Code.  

               (c)     DESIGNATION OF INCENTIVE STOCK OPTIONS.  Except as 
otherwise expressly provided in the Plan, the Committee may designate, at the 
time of the grant of each Option, the Option as an Incentive Stock Option under 
Section 422A of the Code.  

                    (1)     INCENTIVE STOCK OPTION SHARE LIMITATION.  No 
Participant may be granted Incentive Stock Options under the Plan (or any other 
plans of Unisys) which would result in stock with an aggregate Fair Market Value
(measured on the Date of Grant) of more than $100,000 first becoming exercisable
in any one calendar year, or which would entitle such Participant to purchase a 
number of shares greater than the maximum number permitted by Section 422A of 
the Code as in effect on the Date of Grant.

                    (2)     OTHER INCENTIVE STOCK OPTION TERMS.  Whenever 
possible, each provision in the Plan and in every Option granted under this Plan
which is designated by the Committee as an Incentive Stock Option shall be 
interpreted in such a manner as to entitle the Option to the tax treatment 
afforded by Section 422A of the Code.  If any provision of this Plan or any 
Option designated by the Committee as an Incentive Stock Option shall be held 
not to comply with requirements necessary to entitle such Option to such tax 
treatment, then (A) such provision shall be deemed to have contained from the 
outset such language as shall be necessary to entitle the Option to the tax 
treatment afforded under Section 422A of the Code, and (B) all other provisions 
of this Plan and the Stock Option Agreement shall remain in full force and 
effect.  If any agreement covering an Option designated by the Committee to be 
an Incentive Stock Option under this Plan shall not explicitly include any terms
required to entitle such Incentive Stock Option to the tax treatment afforded by
Section 422A of the Code, all such terms shall be deemed implicit in the 
designation of such Option and the Option shall be deemed to have been granted 
subject to all such terms. 

               (d)     RIGHTS AS A STOCKHOLDER.  A Participant or a transferee 
of an Option pursuant to Section 11.4 shall have no rights as a stockholder with
respect to any shares of Company Common Stock covered by an Option until the 
Participant or transferee shall have become the holder of record of any such 
shares, and no adjustment shall be made for dividends in cash or other property 
or distributions or other rights with respect to any such shares of Company 
Common Stock for which the record date is prior to the date on which the 
Participant or a transferee of the Option shall have become the holder of record
of any such shares covered by the Option.

     6.2     STOCK APPRECIATION RIGHTS.

               (a)     STOCK APPRECIATION RIGHT AWARDS.  The Committee is 
authorized to grant to any Participant a Stock Appreciation Right covering any 
share of Company Common Stock which is at the Date of Grant also covered by an 
Option granted to the same Participant either prior to or simultaneously with 
the grant to such Participant of the Stock Appreciation Right, provided:  (1) 
any Option covering any share of Company Common Stock shall expire and not be 
exercisable upon the exercise of any Stock Appreciation Right with respect to 
the same share; (2) any Stock Appreciation Right covering any share of Company 
Common Stock shall not be exercisable upon the exercise of any related Option 
with respect to the same share; and (3) an Option and Stock Appreciation Right 
covering the same share of Company Common Stock may not be exercised 
simultaneously.  Upon exercise of a Stock Appreciation Right with respect to a 
share of Company Common Stock, the Participant will be entitled to receive an 
amount equal to the difference between (y) the Exercise Price established in the
Award Agreement from (z) the Fair Market Value of a share of Company Common 
Stock on the date of exercise, which amount shall be payable as provided in 
Section 6.2(e).

               (b)     EXERCISE PRICE.  The Exercise Price established under any
Stock Appreciation Right granted under this Plan shall be determined by the 
Committee and shall not be less than the lower of (1) the Purchase Price of the 
related Option or (2) 50% of the Fair Market Value on the Date of Grant of the 
Stock Appreciation Right.  Upon exercise of Stock Appreciation Rights, the 
number of shares subject to exercise under the related Option shall 
automatically be reduced by the number of shares of Company Common Stock 
represented by the Option or portion thereof which is surrendered as a result of
the exercise of such Stock Appreciation Right.

               (c)     PAYMENT OF INCREMENTAL VALUE.  Any payment which may 
become due from Unisys by reason of a Participant's exercise of a Stock 
Appreciation Right may be paid to the Participant as determined by the Committee
(1) all in cash, (2) all in Company Common Stock, or (3) in any combination of 
cash and Company Common Stock.  In the event that all or a portion of the 
payment is made in Company Common Stock, the number of shares of the Company 
Common Stock delivered in satisfaction of such payment shall be determined by 
dividing the amount of the payment by the Fair Market Value on the Exercise 
Date.  The Committee may determine whether payment upon exercise of a Stock 
Appreciation Right will be made in cash or stock, or a combination thereof, upon
or at any time prior to the exercise of such Stock Appreciation Right.  No 
fractional share of Company Common Stock shall be issued to make any payment; if
any fractional shares would be issuable, the mix of cash and Company Common 
Stock payable to the Participant shall be adjusted as directed by the Committee 
to avoid the issuance of any fractional share.

     6.3     TERMS OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.

               (a)     Conditions on Exercise.  An Award Agreement with respect 
to Options or Stock Appreciation Rights may contain such waiting periods, 
exercise dates and restrictions on exercise (including, but not limited to, 
periodic installments which may be cumulative) as may be determined by the 
Committee at the time of grant.  Where payment is to be made in whole or in part
in cash, no Stock Appreciation Right may be exercised prior to six months from 
the Date of Grant.  

               (b)     DURATION OF OPTIONS AND STOCK APPRECIATION RIGHTS.  
Options and Stock Appreciation Rights shall terminate after the first to occur 
of the following events:  

                    (1)     Expiration of the Option or Stock Appreciation Right
as provided in the Award Agreement; or

                    (2)     Termination of the Award as provided in Section 
6.3(e), following the Participant's Termination of Employment; or

                    (3)     In the case of an Incentive Stock Option, ten years 
from the Date of Grant; or 

                    (4)     Solely in the case of Stock Appreciation Rights, 
upon the expiration of the related Options.

               (c)     Acceleration of Exercise Time.  The Committee, in its 
sole discretion, shall have the right (but shall not in any case be obligated) 
to permit purchase of shares under any Option exercise or exercise of a Stock 
Appreciation Right prior to the time such Option or Stock Appreciation Right 
would otherwise become exercisable under the terms of the Award Agreement.

               (d)     EXTENSION OF EXERCISE TIME.  In addition to the 
extensions permitted under Section 6.3(e) in the event of Termination of 
Employment, the Committee, in its sole discretion, shall have the right (but 
shall not in any case be obligated) to permit any Option or Stock Appreciation 
Right granted under this Plan to be exercised after its expiration date 
described in Section 6.3(e), subject, however to the limitations described in 
Section 6.3(b)(1), (3) and (4).

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

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

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

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

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

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

                    (3)     CONTINUED VESTING IN OPTIONS UPON RETIREMENT AT AGE 
55 WITH FIVE YEARS OF SERVICE -- EXTENDED PERIOD OF EXERCISE -- EFFECTIVE FOR 
OPTION GRANTS MADE ON AND AFTER APRIL 22, 1999.  Notwithstanding anything in 
this Section 6.3(e) to the contrary, with respect to any Option or Stock 
Appreciation Right granted on or after April 22, 1999,

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

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

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

          The rights described in this Section 6.3(e)(3) may be revoked by the 
Senior Vice-President, Worldwide Human Resources, or his/her successor, if in 
his/her discretion it is determined that the Participant has been terminated for
cause or, before or after termination, has engaged in conduct that is deemed to 
be materially adverse or detrimental to the interests of the Company, including,
but not limited to, the violation of any restrictive covenant contained in the 
Participant's stock option Award Agreement.

     6.4     EXERCISE PROCEDURES.  Each Option and Stock Appreciation Right 
granted under the Plan shall be exercised by written notice to Unisys which must
be received by the office of Unisys designated in the Award Agreement on or 
before the expiration date of the Award.  The Purchase Price of shares purchased
upon exercise of an Option granted under the Plan shall be paid in full in cash 
by the Participant pursuant to the Award Agreement; provided, however, that the 
Committee may (but need not) permit payment to be made by delivery to Unisys of 
either (a) shares of Company Common Stock (which may include Restricted Shares 
or shares issued in connection with the exercise of the Option, subject to such 
rules as the Committee deems appropriate) or (b) any combination of cash and 
shares of Company Common Stock, or (c) such other consideration as the Committee
deems appropriate and in compliance with applicable law (including payment in 
accordance with a cashless exercise program under which, if so instructed by the
Participant, shares of Company Common Stock may be issued directly to the 
Participant's broker or dealer upon receipt of the Purchase Price in cash from 
the broker or dealer.)  In the event that any Company Common Stock shall be 
transferred to Unisys to satisfy all or any part of the Purchase Price, the part
of the Purchase Price deemed to have been satisfied by such transfer of Company 
Common Stock shall be equal to the product derived by multiplying the Fair 
Market Value as of the date of exercise times the number of shares transferred. 
The Participant may not transfer to Unisys in satisfaction of the Purchase Price
(y) a number of shares which when multiplied times the Fair Market Value as of 
the date of exercise would result in a product greater than the Purchase Price 
or (z) any fractional share of Company Common Stock.  Any part of the Purchase 
Price paid in cash upon the exercise of any Option shall be added to the general
funds of Unisys and be used for any proper corporate purpose.  Unless the 
Committee shall otherwise determine, any Company Common Stock transferred to 
Unisys as payment of all or part of the Purchase Price upon the exercise of any 
Option shall be held as treasury shares.

     6.5     CHANGE IN CONTROL.

               (a)     Options.  In the event of a Change in Control, (1) all 
Options outstanding on the date of such Change in Control shall become 
immediately and fully exercisable, and (2) a Participant who is an elected 
officer or director of Unisys will be permitted to surrender for cancellation 
within sixty days after such Change in Control any Option or portion of an 
Option to the extent not yet exercised (or with respect to an Option or portion 
of an Option granted less than six months prior to the date of the Change in 
Control, within sixty days after the expiration of a six month period following 
the Date of Grant) and to receive a cash payment in an amount equal to the 
excess, if any, of (A) in the case of a Non-Qualified Stock Option, the Adjusted
Fair Market Value of the Company Common Stock subject to the Option or a portion
thereof surrendered or in the case of an Incentive Stock Option, the Fair Market
Value of the Company Common Stock subject to the Option or portion thereof 
surrendered, over (B) the Purchase Price.  The provisions of this Section 6.5(a)
shall be applicable to Non-Qualified Stock Options and Incentive Stock Options. 
The provisions of this Section 6.5(a) shall not be applicable to any Options 
granted to a Participant if any Change in Control results from such 
Participant's beneficial ownership (within the meaning of Rule 13d(3) under the 
Exchange Act) of Company Common Stock or Company Voting Securities.

               (b)     STOCK APPRECIATION RIGHTS.  In the event of a Change in 
Control, all Stock Appreciation Rights shall become immediately and fully 
exercisable.  Upon any exercise of a Stock Appreciation Right (other than a  
Stock Appreciation Right granted in tandem with a related Incentive Stock 
Option) or any portion thereof during the 60-day period following the Change in 
Control, (or with respect to a Stock Appreciation Right granted to an officer or
director of Unisys less than six months prior to the date of the Change in 
Control, within sixty days after the expiration of a six month period following 
the Date of Grant) the amount payable shall be determined by reference to the 
Adjusted Fair Market Value of the Company Common Stock and shall be paid in 
cash.  Stock Appreciation Rights granted in connection with Incentive Stock 
Options will be payable as determined by reference to the Fair Market Value of 
the Company Common Stock on the date of such exercise and shall be paid in cash.
The provisions of this Section 6.5(b) shall not be applicable to any Stock 
Appreciation Rights granted to a Participant if any Change in Control results 
from such Participant's beneficial ownership (within the meaning of Rule 13d(3) 
under the Exchange Act) of Company Common Stock or Company Voting Securities.

                                      ARTICLE VII
                                   RESTRICTED SHARES

     7.1     RESTRICTED SHARE AWARDS.  The Committee may grant to any 
Participant an Award of shares of Company Common Stock in such quantity, and on 
such terms, conditions and restrictions (whether based on performance standards,
periods of service or otherwise) as the Committee shall establish.  The terms of
any Restricted Share Award granted under this Plan shall be set forth in an 
Award Agreement with provisions subject to and not inconsistent with this Plan. 

               (a)     ISSUANCE OF RESTRICTED SHARES.  As soon as practicable 
after the Date of Grant of a Restricted Share Award by the Committee, Unisys 
shall cause to be transferred on the books of the Company, shares of Company 
Common Stock, evidencing the Restricted Shares covered by the Award, but subject
to forfeiture to Unisys as of the Date of Grant if an Award Agreement with 
respect to the Restricted Shares covered by the Award is not duly executed by 
the Participant and timely returned to Unisys.  At the discretion of the 
Company, the shares will be registered on behalf of the Participant in book 
entry form or will be registered in the name of the Participant with a stock 
certificate, appropriately legended to reference the applicable restrictions, 
duly issued.  All shares of Company Common Stock covered by Awards under this 
Article VII shall be subject to the restrictions, terms and conditions contained
in the Plan and Award Agreement entered into by the Participant.

               (b)     STOCKHOLDER RIGHTS.  Beginning on the Date of Grant of 
the Restricted Share Award and subject to execution of the Award Agreement 
provided for in Section 7.1(a), the Participant will become a stockholder of 
Unisys with respect to all shares represented under the Award Agreement and 
shall have all of the rights of a stockholder, including, but not limited to, 
the right to vote such shares and the right to receive dividends (or dividend 
equivalents); provided, however, that any shares of Company Common Stock 
distributed as a dividend or otherwise with respect to any Restricted Shares as 
to which the restrictions have not yet lapsed shall be subject to the same 
restrictions as such Restricted Shares and shall be represented by book entry 
and held as prescribed in Section 7.1(a); and 

               (c)     RESTRICTION ON TRANSFERABILITY.  None of the Restricted 
Shares may be assigned or transferred (other than by will or the laws of descent
and distribution, or to an inter vivos trust with respect to which the 
Participant is treated as the owner under sections 671 through 677 of the Code),
pledged or sold prior to their delivery to a Participant or, in the case of a 
Participant's death, to the Participant's Beneficiary; and 

               (d)     DELIVERY OF SHARES UPON VESTING.  Upon expiration or 
earlier termination of the forfeiture period without a forfeiture and the 
satisfaction of or release from any other conditions prescribed by the 
Committee, or at such earlier time as provided under the provisions of Section 
7.3, the restrictions applicable to the Restricted Shares shall lapse.  As 
promptly as administratively feasible thereafter, Unisys shall deliver to the 
Participant or, in case of the Participant's death, to the Participant's 
Beneficiary, a stock certificate for the appropriate number of shares of Company
Common Stock, free of all such restrictions, except for any restrictions that 
may be imposed by law.  Except in the case where a Participant has made an 
Election described in Section 11.5(c), the appropriate number of shares shall 
equal the number of Restricted Shares with respect to which the restrictions 
have lapsed, less the number of shares of Company Common Stock, rounded up for 
any fraction to the next whole number, whose Fair Market Value as of the date on
which the restrictions lapse is equal to such amount as is determined by Unisys 
to be sufficient to satisfy applicable federal, state or local withholding tax 
requirements.  Unisys shall remit in a timely manner to the appropriate taxing 
authorities the amount so withheld with any partial share excess applied to 
federal withholding.  Although the stock certificate delivered to the 
Participant or the Participant's beneficiary will be for a net number of shares,
the Participant or the Participant's beneficiary shall be considered, for tax 
purposes, to have received a number of shares of Company Common Stock equal to 
the full number of Restricted Shares with respect to which the restrictions have
lapsed.  In the case where a Participant has made an Election described in 
Section 11.5(c) with respect to Restricted Shares, the appropriate number shall 
equal the number of Restricted Shares with respect to which the restrictions 
have lapsed.  

     7.2     TERMS OF RESTRICTED SHARES.

               (a)     FORFEITURE OF RESTRICTED SHARES.  Subject to Sections 
7.2(b) and 7.3, all of the Restricted Shares with respect to a Restricted Share 
Award shall be forfeited and returned to Unisys and all rights of the 
Participant with respect to such Restricted Shares shall terminate unless the 
Participant continues in the service of Unisys or a Subsidiary as an employee 
until the expiration of the forfeiture period and satisfies any other conditions
set forth in the Award Agreement.  The Committee shall determine the forfeiture 
period and any other terms and conditions applicable with respect to any 
Restricted Share Award.

               (b)     WAIVER OF FORFEITURE PERIOD.  Notwithstanding anything 
contained in this Article VII to the contrary, the Committee may, in its sole 
discretion, waive the forfeiture period and any other conditions set forth in 
any Award Agreement under certain circumstances (including the death, disability
or retirement of the Participant or a material change in circumstances arising 
after the date of an Award) and subject to such terms and conditions (including 
forfeiture of a proportionate number of the Restricted Shares) as the Committee 
shall deem appropriate.

     7.3     CHANGE IN CONTROL.  In the event of a Change in Control, and 
irrespective of whether or not the one year period following the date of the 
Restricted Share Award required under the provisions of Section 7.2(a) has been 
met, all restrictions applicable to a pro-rata portion of the Restricted Shares 
represented by each such Restricted Share Award shall terminate fully and the 
Participant shall immediately have the right to the delivery of stock 
certificates in accordance with Section 7.1(d).  The pro-rata portion of the 
Participant's Restricted Shares represented by each Restricted Share Award shall
be determined by multiplying the number of shares subject to such Award by a 
fraction, the numerator of which is the number of whole months such Participant 
was employed during the Award period through the date of the Change in Control 
and the denominator of which is the number of months in the Award Period.  In 
the event a Participant remains in the employment of Unisys following a Change 
in Control through the end of the Award Period for a Restricted Share Award with
respect to which a pro-rata portion of the Restricted Shares granted under such 
Award has been delivered to a Participant under this Section, the Participant 
shall be entitled to receive the difference between (x) the number of Restricted
Shares delivered pursuant to this Section and (y) the number of Restricted 
Shares or other consideration otherwise deliverable or payable at such time 
pursuant to the Award.

                                   ARTICLE VIII
                                 PERFORMANCE UNITS

     8.1     PERFORMANCE UNIT AWARDS. 

               (a)     GRANT OF PERFORMANCE UNITS.  The Committee may grant to 
Participants Performance Units, the value of which is related to the value of or
the appreciation in the value of Company Common Stock.  The number of 
Performance Units awarded, the method for valuing such Units, and such terms and
conditions as the Committee deems appropriate shall be set forth in an Award 
Agreement.  At the discretion of and subject to any terms established by the 
Committee, Participants may be credited with dividend equivalents or other 
distribution equivalents to correspond to dividends or distributions made with 
respect to holders of Company Common Stock.

               (b)     PAYMENT OF PERFORMANCE UNITS.  Performance Units may 
become payable to the Participant after a specified period of time or upon the 
occurrence of a specified event such as death, disability, retirement or such 
other date, and may be subject to forfeiture under such circumstances, as are 
established by the Committee in the Award Agreement.  Payment may be made in 
cash, Company Common Stock or in such other form, in a lump sum or installments,
as the Committee establishes in the Award Agreement.

                                     ARTICLE IX
                                 PERFORMANCE AWARDS

     9.1     PERFORMANCE AWARDS.  

               (a)     AWARD PERIODS AND CALCULATIONS OF POTENTIAL INCENTIVE 
AMOUNTS.  The Committee may grant Performance Awards to Participants.  A 
Performance Award shall consist of the right to receive a payment contingent 
upon certain predetermined performance targets and earned during an Award 
Period.  Performance Awards may be made in conjunction with, or in addition to, 
Restricted Share Awards made under Article VII and may, in addition to 
predetermined performance targets, be based on other factors such as changes in 
the Fair Market Value over the Award Period.  Unless otherwise determined by the
Committee, the Award Period shall be a period of three calendar years commencing
as of the beginning of the calendar year in which the Performance Award is 
granted.  The Committee, in its discretion and under such terms as it deems 
appropriate, may permit newly eligible employees, such as those who are promoted
or newly hired, to receive Performance Awards after an Award Period has 
commenced.  A new Award Period shall commence each year, unless otherwise 
specified by the Committee.  

               (b)     PERFORMANCE TARGETS.  The performance targets may include
specified levels of earnings per share, return on investment, return on 
shareholder equity and/or such other goals related to Unisys performance as may 
be established by the Committee in its discretion.  The performance targets 
established by the Committee may vary for different Award Periods and need not 
be the same for each Participant receiving a Performance Award in an Award 
Period.  The Committee, in its discretion, but only under extraordinary 
circumstances as determined by the Committee, may change any prior determination
of performance targets for any Award Period at any time prior to the final 
determination of the Award when events or transactions occur to cause the 
performance targets to be an inappropriate measure of achievement.  

               (c)     EARNING PERFORMANCE AWARDS.  The Committee at the Date of
Grant shall prescribe a formula to determine the percentage of the Performance 
Award to be earned based upon the degree of attainment of performance targets.  
In the event the minimum performance targets established by the Committee is not
achieved, no payment shall be made to the Participant.  In the event the 
performance targets are fully achieved, 100% of the Performance Award shall be 
paid to the Participant.  The Committee may provide for grants up to a maximum 
of 150% of Performance Awards for achievement exceeding performance targets. 

               (d)     PAYMENT OF EARNED PERFORMANCE AWARDS.  Payments of earned
Performance Awards shall be made in cash or Company Common Stock, or a 
combination of cash and Company Stock at the discretion of the Committee.  
Payment normally will be made as soon as is practicable following the end of an 
Award Period; the Committee, however, may permit deferral of the payment of all 
or a portion of a Performance Award paid in cash upon the request of the 
Participant timely made in accordance with rules prescribed by the Committee.  
Deferred amounts may generate earnings for the Participant under the conditions 
of a separate plan providing for such as adopted by the Board. The Committee, in
its sole discretion, may also define such other conditions of payment of earned 
Performance Awards as it may deem desirable in carrying out the purposes of the 
Plan.  

     9.2     TERMS OF PERFORMANCE AWARDS.

               (a)     Termination of Employment.  Unless otherwise provided 
below or in Section 9.3, in the case of a Participant's Termination of 
Employment prior to the end of an Award Period, the Participant will not have 
earned any Performance Awards. 

               (b)     RETIREMENT.  If a Participant's Termination of Employment
is because of retirement on a Normal Retirement Date or Other Retirement Date 
prior to the end of an Award Period, the Participant will not be paid any 
Performance Awards, unless the Committee, in its sole and exclusive discretion, 
determines that an Award should be paid.  In such a case, the Participant shall 
be entitled to receive a pro-rata portion of his or her Award as determined 
under Subsection (d).

               (c)     DEATH OR DISABILITY.  If a Participant's Termination of 
Employment is due to death or disability (as determined in the sole and 
exclusive discretion of the Committee) following at least twenty-four months of 
participation in any three year Award Period, but prior to the end of an Award 
Period, the Participant will be entitled to receive a pro-rata share of his or 
her Award as determined under Subsection (d).

               (d)     PRO-RATA PAYMENT.  The amount of any payment made to a 
Participant whose employment is terminated by retirement, death or disability 
(under circumstances described in subsections (b) and (c)) will be the amount 
determined by multiplying the amount of the Performance Award which would have 
been earned, determined at the end of the Award Period, had such employment not 
been terminated by a fraction, the numerator of which is the number of whole 
months such Participant was employed during the Award Period, and the 
denominator of which is the number of months of the Award Period.  Any such 
payment made to a Participant whose employment is terminated prior to the end of
an Award Period under this Section 9.2 shall be made at the end of the 
respective Award Period, unless otherwise determined by the Committee in its 
sole discretion.  Any partial payment previously made or credited to a deferred 
account for the benefit of a Participant as provided under Section 9.1(d) of the
Plan shall be subtracted from the amount otherwise determined as payable as 
provided in this Section.

               (e)     OTHER EVENTS.  Notwithstanding anything to the contrary 
in this Article IX, the Committee may, in its sole and exclusive discretion, 
determine to pay all or any portion of a Performance Award to a Participant who 
has terminated employment prior to the end of an Award Period under certain 
circumstances (including the death, disability or retirement of the Participant 
or a material change in circumstances arising after the Date of Grant) and 
subject to such terms and conditions as the Committee shall deem appropriate, 
provided that the Participant shall have completed, at his or her Termination of
Employment, one year of employment after the Date of Grant.  The Board may 
determine to pay all or a part of a Performance Award to a Participant who has 
completed less than one year of employment after the Date of Grant.

     9.3     CHANGE IN CONTROL.  In the event of a Change in Control, a pro-rata
portion of Performance Awards for all Award Periods not yet completed shall 
immediately become fully payable to all Participants and shall be paid within 30
days after such Change in Control to Participants.  The pro-rata portion of each
Performance Award shall be determined by multiplying 100 percent of the targeted
award by a fraction, the numerator of which is the number of whole months such 
Participant was employed during the Award Period as of the date of the Change in
Control and the denominator of which is the total number of months in the Award 
Period.  All payments made with respect to Performance Awards on and after the 
date of Change in Control shall be made wholly in cash and shall be reduced by 
the amount of any previous prepayment or deferral with respect to the Award.  In
the event a Participant remains in the employment of Unisys following a Change 
in Control through the end of any Award Period with respect to which a pro-rata 
portion of Performance Awards have been accelerated pursuant to this Section and
the amounts payable as a result of the Company's reaching performance targets 
set forth in the Performance Award have exceeded the amounts paid to a 
Participant under this Section, a Participant shall be entitled to receive the 
difference between (x) the amount paid pursuant to this Section and (y) the 
amount otherwise payable at such time pursuant to the Award.

                                   ARTICLE X
                            OTHER STOCK-BASED AWARDS

     10.1     GRANT OF OTHER AWARDS.  Other Awards of Company Common Stock or 
other securities of Unisys Corporation and other Awards that are valued in whole
or in part by reference to, or are otherwise based on, Company Common Stock may 
be granted either alone or in addition to or in conjunction with other Awards 
under the Plan.  Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to determine the persons to whom and the time or 
times at which such Awards shall be made, the number of shares of Company Common
Stock or other securities, if any, to be granted pursuant to such Awards, and 
all other conditions of the Awards.  Any such Award shall be confirmed by an 
Award Agreement executed by the Committee and the Participant, which Agreement 
shall contain such provisions as the Committee determines to be necessary or 
appropriate to carry out the intent of this Plan with respect to such Award.

     10.2     TERMS OF OTHER AWARDS.  In addition to the terms and conditions 
specified in the Award Agreement, Awards made pursuant to this Article X shall 
be subject to the following:

               (a)     Any shares of Company Common Stock subject to Awards made
under this Article X may not be sold, assigned, transferred, pledged or 
otherwise encumbered prior to the date on which the shares are issued, or, if 
later, the date on which any applicable restriction, performance or deferral 
period lapses; and

               (b)     If specified by the Committee in the Award Agreement, the
recipient of an Award under this Article X shall be entitled to receive, 
currently or on a deferred basis, interest or dividends or dividend equivalents 
with respect to the Company Common Stock or other securities covered by the 
Award; and 

               (c)     The Award Agreement with respect to any Award shall 
contain provisions dealing with the disposition of such Award in the event of a 
Termination of Employment prior to the exercise, realization or payment of such 
Award, whether such termination occurs because of retirement, disability, death 
or other reason, with such provisions to take account of the specific nature and
purpose of the Award.

                                 ARTICLE XI
             TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

     11.1     PLAN PROVISIONS CONTROL AWARD TERMS.  The terms of the Plan shall 
govern all Awards granted under the Plan, and in no event shall the Committee 
have the power to grant any Award under the Plan which is contrary to any of the
provisions of the Plan.  In the event any provision of any Award granted under 
the Plan shall conflict with any term in the Plan as constituted on the Date of 
Grant of such Award, the term in the Plan as constituted on the Date of Grant of
such Award shall control.  Except as provided in Section 11.3, the terms of any 
Award granted under the Plan may not be changed after the Date of Grant of such 
Award so as to materially decrease the value of the Award without the express 
approval of the holder.

     11.2     AWARD AGREEMENT.  No person shall have any rights under any Award 
granted under the Plan unless and until Unisys and the Participant to whom such 
Award shall have been granted shall have executed and delivered an Award 
Agreement or other Award acknowledgment expressly granting the Award to such 
person and containing provisions setting forth the terms of the Award.  

     11.3     MODIFICATION OF AWARD AFTER GRANT.  No Award granted under the 
Plan to a Participant may be modified (unless such modification does not 
materially decrease the value of the Award) after the date of its grant unless 
by express written agreement between Unisys and the Participant provided that 
any such change (a) shall not be inconsistent with the terms of the Plan, and 
(b) shall be approved by the Committee.  No modifications may be made to any 
Awards granted to a Participant while the Participant is subject to Section 
16(b) of the Exchange Act except in compliance with Rule 16b-3.

       11.4     LIMITATIONS ON TRANSFER.  Except as provided in Section 7.1(c), 
a Participant's rights and interest under the Plan may not be assigned or 
transferred other than by will or the laws of descent and distribution, and 
during the lifetime of a Participant, only the Participant personally (or the 
Participant's personal representative) may exercise rights under the Plan.  The 
Participant's Beneficiary may exercise the Participant's rights to the extent 
they are exercisable under the Plan following the death of the Participant. 

     11.5     TAXES.  Except as otherwise provided in Section 7.1(d) with 
respect to Restricted Share Awards, Unisys shall be entitled, if the Committee 
deems it necessary or desirable, to withhold (or secure payment from the 
Participant in lieu of withholding) the amount of any withholding or other tax 
required by law to be withheld or paid by Unisys with respect to any amount 
payable and/or shares issuable under such Participant's Award, or with respect 
to any income recognized upon a disqualifying disposition of shares received 
pursuant to the exercise of an Incentive Stock Option, and Unisys may defer 
payment or issuance of the cash or stock upon exercise or vesting of an Award 
unless indemnified to its satisfaction against any liability for any such tax.  
The amount of such withholding or tax payment shall be determined by the 
Committee and shall be payable by the Participant at the time of issuance or 
payment (except as otherwise payable under Section 11.5(c)) in accordance with 
the following rules:  

               (a)     Unless otherwise provided by the Committee, with respect 
to Participants who are subject to the provisions of Section 16(b) of the 
Exchange Act on the date on which the withholding requirements apply, Unisys 
shall withhold from such Award the appropriate number of shares of Company 
Common Stock, rounded up to the next whole number, whose Fair Market Value is 
equal to such amount, or, in the case of a cash payment, the amount of cash, as 
is determined by Unisys to be sufficient to satisfy applicable tax withholding 
requirements; 

               (b)     With respect to Participants who are not subject to the 
provisions of Section 16(b) of the Exchange Act on the date on which the 
withholding requirements apply, the Participants shall have the right to elect 
to meet his or her withholding requirement through the method described in 
Subsection (a) above or by direct payment to Unisys of the amount of any taxes 
required to be withheld with respect to such Award; provided however, that the 
payment of withholding requirements with respect to Restricted Share Awards 
shall be governed solely by the provisions of Section 7.1(d).

               (c)  ELECTION TO BE TAXED AT DATE OF GRANT.

          If permitted under applicable Federal income tax laws, a Participant 
may elect to be taxed in the year in which an Award is made.  If the Participant
makes such an election, the Participant shall promptly notify Unisys in writing 
and shall provide Unisys with a copy of the executed election form as filed with
the Internal Revenue Service by no later than thirty days from the Date of the 
Grant.  Promptly following such notification, the Participant shall pay directly
to Unisys the cash amount determined by Unisys to be sufficient to satisfy 
applicable federal, state or local withholding tax requirements.

     11.6     MODIFICATION FOR OVERSEAS PARTICIPANTS.  Notwithstanding any 
provision to the contrary, the Committee may incorporate such provisions, or 
make such modifications or amendments in Award Agreements of Participants who 
reside or are employed outside of the United States of America, or who are 
citizens of a country other than the United States of America, as the Committee 
deems necessary or appropriate to accomplish the purposes of the Plan with 
respect to such Participant in light of differences in applicable law, tax 
policies or customs, and to ascertain compliance with all applicable laws.  

     11.7     SPECIAL PROVISIONS FOR CERTAIN NON-EMPLOYEES.  Notwithstanding any
provision herein to the contrary, the Committee may grant Awards under the Plan 
to non-employees who, in the judgment of the Committee, render significant 
services to Unisys or any of its Subsidiaries, on such terms and conditions as 
the Committee deems appropriate and consistent with the intent of the Plan.

     11.8     SURRENDER OF AWARDS.  Any Award granted under the Plan may be 
surrendered to Unisys for cancellation on such terms as the Committee and holder
approve. 

     11.9     ADJUSTMENTS TO REFLECT CAPITAL CHANGES.  

               (a)     RECAPITALIZATION.  The number and kind of shares subject 
to outstanding Awards, the Purchase Price or Exercise Price for such shares, and
the number and kind of shares available for Awards subsequently granted under 
the Plan shall be appropriately adjusted to reflect any stock dividend, stock 
split, combination or exchange of shares, merger, consolidation or other change 
in capitalization with a similar substantive effect upon the Plan or the Awards 
granted under the Plan.  The Committee shall have the power to determine the 
amount of the adjustment to be made in each case.

               (b)     SALE OR REORGANIZATION.  After any reorganization, merger
or consolidation in which Unisys is the surviving corporation, each Participant 
shall, at no additional cost, be entitled upon any exercise of an Option or 
receipt of other Award to receive (subject to any required action by 
shareholders), in lieu of the number of shares of Company Common Stock 
receivable or exercisable pursuant to such Award, the number and class of shares
of stock or other securities to which such Participant would have been entitled 
pursuant to the terms of the reorganization, merger or consolidation if, at the 
time of such reorganization, merger or consolidation, such Participant had been 
the holder of record of a number of shares of stock equal to the number of 
shares receivable or exercisable pursuant to such Award.  Comparable rights 
shall accrue to each Participant in the event of successive reorganizations, 
mergers or consolidations of the character described above.

               (c)     OPTIONS TO PURCHASE STOCK OF ACQUIRED COMPANIES.  After 
any reorganization, merger or consolidation in which Unisys or a Subsidiary of 
Unisys shall be a surviving corporation, the Committee may grant substituted 
options under the provisions of the Plan, pursuant to Section 425 of the Code, 
replacing old options granted under a plan of another party to the 
reorganization, merger or consolidation whose stock subject to the old options 
may no longer be issued following such merger or consolidation.  The foregoing 
adjustments and manner of application of the foregoing provisions shall be 
determined by the Committee in its sole discretion.  Any such adjustments may 
provide for the elimination of any fractional shares which might otherwise 
become subject to any Options.

     11.10     No Right to Employment.  No employee or other person shall have 
any claim of right to be granted an Award under this Plan.  Either the Plan or 
any action taken hereunder shall be construed as giving any employee any right 
to be retained in the employ of Unisys or any of its Subsidiaries.

     11.11     AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES.  Payments received by
a Participant pursuant to the provisions of the Plan shall not be included in 
the determination of benefits under any pension, group insurance or other 
benefit plan applicable to the Participant which are maintained by Unisys or any
of its Subsidiaries, except as may be determined by the Board.

     11.12     GOVERNING LAW.  All determinations made and actions taken 
pursuant to the Plan shall be governed by the laws of the Commonwealth of 
Pennsylvania and construed in accordance therewith.

     11.13     NO STRICT CONSTRUCTION.  No rule of strict construction shall be 
implied against Unisys, the Committee, or any other person in the interpretation
of any of the terms of the Plan, any Award granted under the Plan or any rule or
procedure established by the Committee.

     11.14     COMPLIANCE WITH RULE 16B-3.  It is intended that the Plan be 
applied and administered in compliance with Rule 16b-3.  If any provision of the
Plan would be in violation of Rule 16b-3 if applied as written, such provision 
shall not have effect as written and shall be given effect so as to comply with 
Rule 16b-3, as determined by the Committee.  The Board is authorized to amend 
the plan and to make any such modifications to Award Agreements to comply with 
Rule 16b-3, as it may be amended from time to time, and to make any other such 
amendments or modifications as it deems necessary or appropriate to better 
accomplish the purposes of the Plan in light of any amendments made to Rule 16b-
3.

     11.15     CAPTIONS.  The captions (i.e., all underlined words) used in the 
Plan are for convenience only, do not constitute a part of the Plan, and shall 
not be deemed to limit, characterize or affect in any way any provisions of the 
Plan, and all provisions of the Plan shall be construed as if no captions have 
been used in the Plan.

     11.16     SEVERABILITY.  Whenever possible, each provision in the Plan and 
every Award at any time granted under the Plan shall be interpreted in such 
manner as to be effective and valid under applicable law, but if any provision 
of the Plan or any Award at any time granted under the Plan shall be held to be 
prohibited by or invalid under applicable law, then (a) such provision shall be 
deemed amended to accomplish the objectives of the provision as originally 
written to the fullest extent permitted by law and (b) all other provisions of 
the Plan and every other Award at any time granted under the Plan shall remain 
in full force and effect.  

     11.17     AMENDMENT AND TERMINATION.  

               (a)     AMENDMENT.  The Board shall have complete power and 
authority to amend the Plan at any time and to add any other stock award or 
other incentive compensation programs to the Plan as it deems necessary or 
appropriate and no approval by the stockholders of Unisys or by any other 
person, committee or entity of any kind shall be required to make any amendment;
provided, however, that the Board shall not, without the requisite affirmative 
approval of stockholders of Unisys, make any amendment which requires 
shareholder approval under Rule 16b-3 or the Code, unless such compliance is no 
longer desired, or under any other applicable law.  No termination or amendment 
of the Plan may, without the consent of the Participant to whom any Award shall 
theretofore have been granted under the Plan, adversely affect the right of such
individual under such Award.  For the purposes of this section, an amendment to 
the Plan shall be deemed to have the affirmative approval of the stockholders of
Unisys if such amendment shall have been submitted for a vote by the 
stockholders at a duly called and constituted meeting of such stockholders at 
which a quorum is present and a majority of the votes cast with respect to such 
amendment at such meeting shall have been cast in favor of such amendment.

               (b)     TERMINATION.  The Board shall have the right and the 
power to terminate the Plan at any time.  No Award shall be granted under the 
Plan after the termination of the Plan, but the termination of the Plan shall 
not have any other effect and any Award outstanding at the time of the 
termination of the Plan may be exercised after termination of the Plan at any 
time prior to the expiration date of such Award to the same extent such Award 
would have been exercisable had the Plan not terminated.



     February 17, 2000






                                                       EXHIBIT 11

<TABLE>

                             UNISYS CORPORATION
              STATEMENT OF COMPUTATION OF EARNINGS PER SHARE 
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 
                                (UNAUDITED)
                      (Millions, except share data)

<CAPTION>
                                                  2000             1999
                                               -----------     -----------
<S>                                            <C>             <C>
Basic Earnings Per Common Share

Net income                                     $     106.5     $     109.9
Less dividends on preferred shares                              (     22.8)
                                               -----------     -----------
Net income available to common stockholders    $     106.5     $      87.1
                                               ===========     ===========

Weighted average shares                        311,160,698     262,704,000
                                               ===========     ===========
Basic earnings per share                       $       .34     $       .33
                                               ===========     ===========

Diluted Earnings Per Common Share

Net income available to common stockholders    $     106.5     $      87.1
Plus impact of assumed conversions
  Interest expense on 8 1/4% Convertible Notes
    due 2006, net of tax                                                .3
                                               -----------     -----------
Net income available to common
  stockholders plus assumed conversions        $     106.5     $      87.4
                                               ===========     ===========

Weighted average shares                        311,160,698     262,704,000
Plus incremental shares from assumed 
  conversions
  Employee stock plans                           5,918,972      10,512,582
  8 1/4% Convertible Notes due 2006                              3,271,418
  Preferred stock                                                1,342,000
                                               -----------     -----------
Adjusted weighted average shares               317,079,670     277,830,000
                                               ===========     ===========
Diluted earnings per share                     $       .34     $       .31
                                               ===========     ===========
</TABLE>


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                                     41,865,828





                                                                 Exhibit 12

<TABLE>

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

<CAPTION>                                
                                  Three             
                                  Months     
                                  Ended           Years Ended December 31
                                  Mar. 31, -----------------------------------
                                  2000       1999   1998    1997   1996   1995
                                  ---------  ----   ----    ----   ----   ----
<S>                               <C>       <C>    <C>     <C>    <C>    <C>
FIXED CHARGES
Interest expense                  $   20.5  $127.8 $171.7  $233.2 $249.7 $202.1   
Interest capitalized during 
  the period                           2.3     3.6     -       -      -       -  
Amortization of debt issuance
  expenses                             1.0     4.1    4.6     6.7    6.3    5.1   
Portion of rental expense
  representative of interest          11.6    46.3   49.1    51.8   59.8   65.9
                                   -------  ------ ------  ------ ------ ------
    Total Fixed Charges               35.4   181.8  225.4   291.7  315.8  273.1
                                   -------  ------ ------  ------ ------ ------
EARNINGS                             
Income (loss) from continuing
 operations before income taxes      161.4   770.3  594.2  (748.1)  80.2 (786.0)
Add (deduct) share of loss 
  (income) of associated 
  companies                            (.1)    8.9    (.3)    5.9   (4.9)   5.0    
                                   -------  ------ ------  ------ ------- ------
    Subtotal                         161.3   779.2  593.9  (742.2)  75.3 (781.0)
                                   -------  ------ ------  ------ ------- ------

Fixed charges per above               35.4   181.8  225.4   291.7  315.8  273.1
Less interest capitalized during
  the period                          (2.3)   (3.6)    -       -      -       -
                                   -------  ------ ------  ------ ------ -------
Total earnings (loss)              $ 194.4  $957.4 $819.3 $(450.5)$391.1$(507.9)
                                   =======  ====== ====== ======= ====== =======

Ratio of earnings to fixed 
  charges                             5.49    5.27   3.63    *      1.24     *
                                   =======  ====== ====== ======= ====== =======
</TABLE>


* 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> <S> <C>



<ARTICLE>     5
<LEGEND>      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
              FROM THE FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S FORM 10-Q
              FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 AND IS QUALIFIED
              IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>  1,000,000
       
<S>                                                          <C>
<PERIOD-TYPE>                                                3-MOS
<FISCAL-YEAR-END>                                            DEC-31-2000
<PERIOD-END>                                                 MAR-31-2000

<CASH>                                                               397
<SECURITIES>                                                           0
<RECEIVABLES>                                                      1,357
<ALLOWANCES>                                                         (45)
<INVENTORY>                                                          377
<CURRENT-ASSETS>                                                   2,704
<PP&E>                                                             1,747
<DEPRECIATION>                                                    (1,125)
<TOTAL-ASSETS>                                                     5,806
<CURRENT-LIABILITIES>                                              2,813
<BONDS>                                                              553
<PREFERRED-MANDATORY>                                                  0
<PREFERRED>                                                            0
<COMMON>                                                               3
<OTHER-SE>                                                         2,085
<TOTAL-LIABILITY-AND-EQUITY>                                       5,806
<SALES>                                                              544
<TOTAL-REVENUES>                                                   1,669
<CGS>                                                                353
<TOTAL-COSTS>                                                      1,129
<OTHER-EXPENSES>                                                       0
<LOSS-PROVISION>                                                       2
<INTEREST-EXPENSE>                                                    21
<INCOME-PRETAX>                                                      162
<INCOME-TAX>                                                          55
<INCOME-CONTINUING>                                                  107
<DISCONTINUED>                                                         0
<EXTRAORDINARY>                                                        0
<CHANGES>                                                              0
<NET-INCOME>                                                         107
<EPS-BASIC>                                                          .34
<EPS-DILUTED>                                                        .34


        

</TABLE>