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

                                FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 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 June 30, 2000:
313,013,822



<PAGE> 2


Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
                             UNISYS CORPORATION
                    CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                (Millions)
<CAPTION>   
                                          
                                          June 30,     December 31,
                                            2000          1999
                                         -----------   ------------
<S>                                      <C>            <C>
Assets
------
Current assets
Cash and cash equivalents                 $  182.5       $  464.0
Accounts and notes receivable, net         1,314.0        1,430.5
Inventories
   Parts and finished equipment              236.7          236.8
   Work in process and materials             162.7          136.1
Deferred income taxes                        481.4          472.7
Other current assets                          91.7          105.6
                                          --------       --------
Total                                      2,469.0        2,845.7
                                          -------        --------

Properties                                 1,654.1        1,723.0
Less-Accumulated depreciation              1,043.8        1,102.2
                                          --------       --------
Properties, net                              610.3          620.8
                                          --------       --------
Investments at equity                        231.0          225.5
Software, net of accumulated amortization    268.5          259.8
Prepaid pension cost                       1,042.6          975.9
Deferred income taxes                        655.6          655.6
Other assets                                 337.1          306.4
                                          --------       --------
Total                                     $5,614.1       $5,889.7
                                          ========       ========

Liabilities and stockholders' equity
------------------------------------
Current liabilities
Notes payable                             $  381.2       $   26.9

Current maturities of long-term debt          21.2           22.9
Accounts payable                             876.6        1,036.7
Other accrued liabilities                    987.3        1,183.1
Estimated income taxes                       353.1          348.9
                                          --------       --------
Total                                      2,619.4        2,618.5
                                          --------       --------
Long-term debt                               535.8          950.2
Other liabilities                            342.4          367.7

Stockholders' equity
Common stock, issued: 2000, 314.9;
   1999,312.5                                  3.1            3.1
Accumulated deficit                       (  911.3)      (1,054.4)
Other capital                              3,627.2        3,575.0
Accumulated other comprehensive
   loss                                     (602.5)        (570.4)
                                          --------       --------
Stockholders' equity                       2,116.5        1,953.3
                                          --------       --------
Total                                     $5,614.1       $5,889.7
                                          ========       ========
</TABLE>

See notes to consolidated financial statements.



<PAGE> 3

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

<CAPTION>
 
                                       Three Months             Six Months
                                       Ended June 30           Ended June 30
                                     -----------------      ------------------
                                       2000      1999         2000      1999
                                     --------  --------     --------  --------
<S>                                  <C>                    <C>       <C>
Revenue                              $1,597.1  $1,896.5     $3,265.8  $3,719.3
                                     --------  --------     --------  --------
Costs and expenses
  Cost of revenue                     1,116.3   1,232.4      2,245.7   2,386.6
  Selling, general and
    administrative                      322.5     345.2        604.0     680.1
  Research and development expenses      78.2      84.7        160.3     165.2 
                                     --------  --------     --------  --------
                                      1,517.0   1,662.3      3,010.0   3,231.9
                                     --------  --------     --------  --------
Operating income                         80.1     234.2        255.8     487.4

Interest expense                         18.7      34.7         39.2      68.9
Other income (expense), net              23.9     (17.0)        30.1     (66.3)
                                     --------  --------     --------  --------
Income before income taxes               85.3     182.5        246.7     352.2
Estimated income taxes                   29.0      64.5         83.9     124.3
                                     --------  --------     --------  --------
Income before extraordinary item         56.3     118.0        162.8     227.9
Extraordinary item                      (19.8)                 (19.8)
                                     --------  --------     --------  --------
Net income                               36.5     118.0        143.0     227.9
Dividends on preferred shares                      12.0                   34.8
                                     --------  --------     --------  --------
Earnings on common shares            $   36.5  $  106.0     $  143.0  $  193.1
                                     ========  ========     ========  ========

Earnings per common share
  Basic                              
    Before extraordinary item        $    .18  $    .39     $    .52  $    .72
    Extraordinary item                   (.06)                  (.06)
                                     --------  --------     --------  --------
     Total                           $    .12  $    .39     $    .46  $    .72
                                     ========  ========     ========  ========

  Diluted
    Before extraordinary item        $    .18  $    .37     $    .51  $    .69
    Extraordinary item                   (.06)                  (.06)
                                     --------  --------     --------  --------
     Total                           $    .12       .37     $    .45  $    .69
                                     ========  ========     ========  ========    

</TABLE>




See notes to consolidated financial statements.

                                                



<PAGE> 4

<TABLE>
                           UNISYS CORPORATION
               CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                (Millions)
<CAPTION>
                                                    Six Months Ended
                                                        June 30
                                                    -----------------
                                                      2000       1999
                                                    --------   -------
<S>                                                 <C>       <C>     
Cash flows from operating activities
Income before extraordinary item                    $ 162.8   $  227.9
Add(deduct) items to reconcile income before
   extraordinary item to net cash (used for) 
   provided by operating activities:
Extraordinary item                                    (19.8)
Depreciation                                           71.6       73.7
Amortization:   
   Marketable software                                 59.0       58.2
   Goodwill                                             5.4        8.0
(Increase) in deferred income taxes, net             (  8.7)    ( 31.0) 
Decrease (increase) in receivables, net                94.4     (  6.2)
(Increase) decrease in inventories                   ( 26.5)      79.8
(Decrease) in accounts payable and
   other accrued liabilities                         (397.4)    (251.3)
Increase in estimated income taxes                      4.2       37.6
(Decrease) in other liabilities                      (  2.6)    ( 10.1)
(Increase) in other assets                           ( 60.6)    ( 74.7)
Other                                                   8.3       19.8
                                                    -------     ------
Net cash (used for) provided by operating
 activities                                          (109.9)     131.7
                                                    -------     ------
Cash flows from investing activities
   Proceeds from investments                          343.5      639.3
   Purchases of investments                          (296.8)    (618.9)
   Proceeds from sales of properties                   11.3       11.0
   Investment in marketable software                 ( 67.6)    ( 49.6)
   Capital additions of properties                   ( 83.1)    ( 78.8)
   Purchases of businesses                           ( 10.9)    ( 51.9)
                                                    -------     ------
Net cash used for investing activities               (103.6)    (148.9) 
                                                    -------     ------
Cash flows from financing activities
   Redemption of preferred stock                                (181.9)
   Proceeds from issuance of long-term debt                       30.3
   Payments of long-term debt                        (444.6)    (  2.8)            
   Net proceeds from short-term borrowings            354.3       12.6
   Dividends paid on preferred shares                           ( 47.0)
   Proceeds from employee stock plans                  33.7       46.1
                                                    -------     ------
Net cash used for financing activities               ( 56.6)    (142.7)
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                         ( 11.4)    (  9.9)
                                                    -------     ------

(Decrease) in cash and cash equivalents              (281.5)    (169.8)
Cash and cash equivalents, beginning of period        464.0      616.4
                                                    -------    -------
Cash and cash equivalents, end of period            $ 182.5    $ 446.6
                                                    =======    =======
</TABLE>

See notes to consolidated financial statements.
                                               




<PAGE> 5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the financial information furnished
herein reflects all adjustments necessary for a fair presentation of
the financial position, results of operations and cash flows for the
interim periods specified.  These adjustments consist only of normal
recurring accruals.  Because of seasonal and other factors, results
for interim periods are not necessarily indicative of the results to
be expected for the full year.

a.   The shares used in the computations of earnings per share are as
     follows (in thousands):

                         Three Months Ended     Six Months Ended   
                             June 30                 June 30
                         ------------------     ----------------- 
                           2000       1999        2000     1999
                         -------    -------     -------   -------
          Basic          312,515    274,146     311,838   268,425    
          Diluted        317,021    285,828     317,050   281,830    

b.   A summary of the company's operations by business segment for the
     three and six month periods ended June 30, 2000 and 1999 is presented 
     below(in millions of dollars):

                             Total    Corporate    Services    Technology
     Three Months Ended      -----    ---------    --------    ----------
       June 30, 2000
     ------------------
     Customer revenue       $1,597.1               $1,128.9      $  468.2
     Intersegment                      $(109.8)        13.6          96.2
                            --------   -------     --------      --------
     Total revenue          $1,597.1   $(109.8)    $1,142.5      $  564.4
                            ========   =======     ========      ========
     Operating income       $   80.1   $   4.2     $     .3      $   75.6
                            ========   =======     ========      ========

     Three Months Ended  
       June 30, 1999
     ------------------
     Customer revenue       $1,896.5               $1,380.1      $  516.4
     Intersegment                      $(154.8)        16.7         138.1
                            --------   -------     --------      --------
     Total revenue          $1,896.5   $(154.8)    $1,396.8      $  654.5
                            ========   =======     ========      ========
     Operating income       $  234.2   $(   .2)    $  114.3      $  120.1
                            ========   =======     ========      ========

     Six Months Ended
       June 30, 2000
     ----------------
     Customer revenue       $3,265.8               $2,253.9      $1,011.9 
     Intersegment                      $(233.9)        24.6         209.3
                            --------   -------     --------      --------
     Total revenue          $3,265.8   $(233.9)    $2,278.5      $1,221.2
                            ========   =======     ========      ========
     Operating income(loss) $  255.8   $  17.6     $   19.4      $  218.8
                            ========   =======     ========      ========

     Six Months Ended  
       June 30, 1999
     ------------------
     Customer revenue       $3,719.3               $2,582.8      $1,136.5
     Intersegment                      $(263.9)        31.3         232.6
                            --------   -------     --------      --------
     Total revenue          $3,719.3   $(263.9)    $2,614.1      $1,369.1
                            ========   =======     ========      ========
     Operating income       $  487.4   $(  8.2)    $  183.9      $  311.7
                            ========   =======     ========      ========


<PAGE> 6
Notes to Consolidated Financial Statements (cont'd)


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

                                             Three Months      Six Months
                                            Ended June 30     Ended June 30
                                            ---------------   -------------
                                             2000     1999     2000    1999
                                             ----     ----    ------  ------
     Total segment operating income         $ 75.9   $234.4   $238.2  $495.6
     Interest expense                        (18.7)   (34.7)   (39.2)  (68.9)
     Other income (expense), net              23.9    (17.0)    30.1   (66.3)
     Corporate and eliminations                4.2    (  .2)    17.6   ( 8.2)
                                            ------   ------   ------  ------
     Total income before income taxes       $ 85.3   $182.5   $246.7  $352.2
                                            ======   ======   ======  ======

c.   Comprehensive income for the three and six months ended June 30, 2000 and
     1999 includes the following components (in millions of dollars):

                                       Three Months         Six Months
                                       Ended June 30       Ended June 30
                                       ---------------     -------------
                                        2000     1999      2000    1999
                                       ------   ------    ------  ------
     Net income                        $ 36.5   $118.0    $143.0  $227.9
     Other comprehensive
       income (loss)
        Foreign currency
         translation adjustment        ( 29.3)    15.8    ( 23.5)  (43.1)
        Related tax expense
         (benefit)                        5.7       .7       8.6      .5
                                       ------   ------    ------  ------
     Total other comprehensive
       income (loss)                   ( 35.0)    15.1    ( 32.1)  (43.6)
                                       ------   ------    ------  ------
     Comprehensive income              $  1.5   $133.1    $110.9  $184.3
                                       ======   ======    ======  ======


     Accumulated other comprehensive income (loss), all of which 
     relates to foreign currency translation adjustments, as of 
     June 30,2000 and December 31, 1999 is as follows (in millions of
     dollars):

                                           June 30,         December 31,
                                             2000               1999
                                        ----------------    -----------
     
     Balance at beginning of period       $(570.4)            $(531.6)
     Translation adjustments               ( 32.1)             ( 38.8)
                                          -------             -------
     Balance at end of period             $(602.5)            $(570.4) 
                                          =======             =======




<PAGE> 7


I
tem 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.

Results of Operations
---------------------

The company has experienced a slower-than-expected rebound in its business 
over the first half of the year.  While the company believes that there is 
strong interest in its products and services, it is taking longer than 
anticipated to translate this into additional business as customers delay 
purchasing decisions on complex e-business initiatives while they finalize 
their strategies.  In addition, several large technology contracts that the 
company expected to receive late in the second quarter were deferred to later 
in the year.  All of this adversely impacted revenue and margins during the 
quarter.

For the three months ended June 30, 2000, the company reported net income of 
$36.5 million or $.12 per diluted share, compared to $118.0 million, or $.37 
per diluted share, for the three months ended June 30, 1999.  The current 
period includes an extraordinary item of $19.8 million, or $.06 per diluted 
common share, for the early extinguishment of debt.  Excluding this item, 
income in the current period was $56.3 million, or $.18 per diluted common 
share. 

Total revenue for the quarter ended June 30, 2000 was $1.60 billion, down 16% 
from revenue of $1.90 billion for the quarter ended June 30, 1999. Excluding 
the negative impact of foreign currency translations, revenue in the quarter 
declined 13%.  The decrease in revenue was principally due to continuing 
weakness in the company's services business as well as lower sales of 
enterprise servers.  Total gross profit percent was 30.1% in the second 
quarter of 2000 compared to 35.0% in the year-ago period, principally due to 
a lower mix of higher-margin products and services than in the year-ago 
quarter and reduced utilization of resources due to the lower revenue levels.

For the three months ended June 30, 2000, selling, general and administrative 
expenses were $322.5 million (20.2% of revenue) compared to $345.2 million 
(18.2% of revenue) for the three months ended June 30, 1999.  The decrease in 
these expenses reflected continued progress in controlling costs through the 
company's worldwide business process standardization program.  This led to a 
reduction in general and administrative expenses which was partially offset 
by an increase in selling expenses.  Research and development expenses were 
$78.2 million compared to $84.7 million a year earlier. 

For the second quarter of 2000, the company reported an operating income 
percent of 5.0% compared to 12.3% for the second quarter of 1999.



<PAGE> 8

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

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
June 30, 2000
------------------
Customer revenue          $1,597.1                  $1,128.9    $468.2
Intersegment                           $(109.8)         13.6      96.2    
                          --------     -------      --------    ------
Total revenue             $1,597.1     $(109.8)     $1,142.5    $564.4
                          ========     =======      ========    ======
Gross profit percent          30.1%                     20.5%     44.1%
                          ========                  ========    ======
Operating income
     percent                   5.0%                      0.0%     13.4%
                          ========                  ========    ======   
Three Months Ended
June 30, 1999
------------------
Customer revenue          $1,896.5                  $1,380.1    $516.4
Intersegment                           $(154.8)         16.7     138.1 
                          --------     -------      --------    ------      
Total revenue             $1,896.5     $(154.8)     $1,396.8    $654.5
                          ========     =======      ========    ====== 
Gross profit percent          35.0%                     25.1%     46.8%
                          ========                  ========    ======
Operating income
     percent                  12.3%                      8.2%     18.4%
                          ========                  ========    ======

In the Services segment, customer revenue decreased 18% to $1.13 billion in 
the second quarter of 2000 from $1.38 billion in the second quarter of 1999 
as a slight increase in outsourcing revenue was more than offset by a decline 
in systems integration and repeatable solutions.  Proprietary maintenance 
revenue, which continues to decline industry wide, declined more than in 
prior periods, reflecting customers higher rates of replacement of older 
equipment last year with newer systems that are under warranty and require 
less maintenance.  The gross profit percent declined to 20.5% in the current 
quarter compared to 25.1% 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 and solutions, and proprietary 
maintenance revenue in the quarter.  Operating income percent declined to 
break even in the current quarter from 8.2% last year, principally due to the 
gross profit decline.

In the Technology segment, customer revenue decreased 9% to $468 million in 
the second quarter of 2000 from $516 million in the prior-year period, 
reflecting a decline in ClearPath enterprise server revenue.  The current 
quarter comparison was difficult because the June 1999 quarter reflected 
strong revenue levels associated with spending by customers in preparation 
for the year 2000 transition.  The gross profit percent was 44.1% in 2000, 
compared to 46.8% in 1999, due in large part to a lower percentage of 
enterprise server sales in the current quarter.  Operating profit in this 


<PAGE> 9

segment declined to 13.4% in 2000 compared to 18.4% in 1999, principally due 
to the gross profit decline.

Interest expense for the three months ended June 30, 2000 was $18.7 million 
compared to $34.7 million for the three months ended June 30, 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 $23.9 million in the current quarter compared to an expense of 
$17.0 million in the year-ago quarter.  The change was primarily due to 
higher equity income in the current period versus a year ago.

Income before income taxes was $85.3 million in the second quarter of 2000 
compared to $182.5 million last year.  The provision for income taxes was 
$29.0 million in the current period (34% effective rate)compared to $64.5 
million in the year-ago period (35% effective rate).  The decline in the 
effective tax rate was principally due to tax planning strategies.

For the six months ended June 30, 2000, net income was $143.0 million, or 
$.45 per diluted common share, compared to net income of $227.9 million, or 
$.69 per diluted common share, last year.  The current period includes an 
extraordinary item for the early extinguishment of debt of $19.8 million, or 
$.06 per diluted common share.  Excluding this item, income in the current 
period was $162.8 million, or $.51 per diluted common share.

In December 1999, the Securities and Exchange Commission's ("SEC") staff 
issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in 
Financial Statements."  SAB No. 101 provides the staff's views in applying 
generally accepted accounting principles to selected revenue recognition 
issues and is effective for the company in the first quarter of 2000.  
However, in March and again in June 2000, in response to requests from a 
number of groups asking for additional time to determine the effect, if any, 
on registrants' revenue recognition practices, the SEC staff delayed the 
implementation date of SAB No. 101.  SAB No. 101 now must be implemented by 
the company no later than the fourth quarter of 2000 effective as of the 
first quarter of 2000.  In addition, the SEC staff is expected to issue a 
Frequently Asked Questions ("FAQ") document which is expected to clarify and 
elaborate on the SEC staff's views regarding revenue recognition.  However, 
the SEC staff has not yet issued the FAQ document.  The company's initial 
assessment of the impact of SAB No. 101 is that it would not have a material 
effect on its consolidated financial position, consolidated results of 
operations, or liquidity.  However, the company will reassess the impact of 
SAB No. 101 when the FAQ document is issued.

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.  SAFS No. 133 was amended by SFAS No. 138 in June 
2000.  SFAS No. 133 requires a company to recognize all derivatives as either 
assets or liabilities in the statement of financial position and measure 
those instruments at fair value.  Management is evaluating the impact this 
statement may have on the company's financial statements.


<PAGE> 10

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

Cash and cash equivalents at June 30, 2000 were $182.5 million compared to 
$464.0 million at December 31, 1999.  During the six months ended June 30, 
2000, cash used for operations was $109.9 million compared to cash provided 
by operations of $131.7 million a year ago, primarily reflecting a decline in 
profitability, higher receivable levels due in part to a higher percentage of 
sales late in the second quarter, and a reduction in payables.

Cash used for investing activities during the first six months of 2000 was 
$103.6 million compared to $148.9 million during the first half of 1999.  
During the current period, both proceeds from investments and purchases of 
investments, which represent primarily 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.  In addition, the current period 
reflects lower cash usage for purchases of businesses and, as described 
below,  $27.5 million proceeds from the termination of the euro swap.

Cash used for financing activities during the six months ended June 30, 2000 
was $56.6 million compared to cash usage of $142.7 million in the year-ago 
period.  The current period includes net proceeds from short-term borrowings 
of $354.3 million principally due to borrowings used to repay long-term debt 
of $444.6 million, as described below.  Included in the prior period were 
payments of $181.9 million for redemptions of preferred stock and $47.0 
million for preferred stock dividends. 

Total debt was $938.2 million at June 30, 2000 down $61.8 million from $1.0 
billion at December 31, 1999.

The company has a $400 million credit agreement which expires June 2001.  As 
of June 30, 2000, $165.0 million was outstanding under this agreement at an 
average rate of 8.1%.

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.  As a result, the company recorded an extraordinary after-tax 
charge of $19.8 million, or $.06 per diluted share, 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.  As 
of June 30, 2000, the entire amount was borrowed under this agreement at a 
rate of 7.5%.  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.



<PAGE> 11

In the third quarter of 1999, the company entered into interest rate swaps 
and currency swaps for Euros and Japanese yen.  The currency swaps were 
designated as hedges of the company's net investments denominated in these 
currencies.  In May 2000, the company terminated the Euro currency swap and 
received $27.5 million.  A gain of $.9 million was recorded on the 
termination.  With the Japanese yen currency swap, the company is obligated 
to deliver on April 1, 2008, 23.2 billion yen in exchange for $200 million.  
At June 30, 2000, the company has a payable of $18.4 million included in 
other liabilities (long-term) related to the yen currency swap. 

The interest rate swaps convert the interest rate on the company's $200 
million 7 7/8% senior notes due 2008 and $200 million of its 11 _% senior 
notes due 2004 to a U.S. libor rate.  With the yen currency swap, the company 
pays an interest rate based on Japanese libor in exchange for U.S. libor 
interest rate.  The effective interest rate for the company on its swaps is 
U.S. libor plus 5.12% and yen libor plus .40%, representing 11.895% and 
0.55125% at June 30, 2000, respectively.

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 June 30, 2000, the company had deferred tax assets in excess of deferred 
tax liabilities of $1,381 million.  For the reasons cited below, management 
determined that it is more likely than not that $1,084 million of such assets 
will be realized, therefore resulting in a valuation allowance of $297 
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 $163.2 million during the six months ended 
June 30, 2000, principally reflecting net income of $143.0 million and $52.3 
million for issuance of stock under stock option and other plans offset in 
part by currency translation of $32.1 million.

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.  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 


<PAGE> 12

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 the organizational model implemented at the beginning of 2000; 
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.

The company frequently forms alliances with third parties that have 
complementary products, services, or skills.  Future results will depend in 
part on the continuing relationships with, and 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 59% 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 Quarterly Report on 
Form 10-Q for the period ended March 31, 2000, 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 4.   Submission of Matters to a Vote of Security Holders
-------   ---------------------------------------------------

(a)   The company's 2000 Annual Meeting of Stockholders (the "Annual 
Meeting") was held on April 27, 2000 in Philadelphia, Pennsylvania.

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

      1.  Election of Directors as follows:

          Gail D. Fosler - 265,580,329 votes for; 2,636,356 votes withheld

          Melvin R. Goodes - 265,369,335 votes for; 2,847,350 votes withheld

          Rajiv L. Gupta - 265,369,327 votes for; 2,847,358 votes withheld

          Edwin A. Huston - 265,500,466 votes for; 2,716,219 votes withheld

      2.  A proposal to ratify the selection of the company's independent 
          auditors - 266,292,209 votes for; 1,924,476 votes against; 
          1,056,614 abstentions



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

(a)       Exhibits

          See Exhibit Index

(b)       Reports on Form 8-K

          During the quarter ended June 30, 2000, the company filed no 
Current Reports on Form 8-K.


<PAGE> 



                               SIGNATURES
                               ----------



     Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.

                                              UNISYS CORPORATION

Date: July 27, 2000                         By: /s/ Janet M. Brutschea Haugen
                                                -----------------------------
                                                Janet M. Brutschea Haugen
                                                Senior Vice President and Chief
                                                Financial Officer 
                                                (Principal Financial and 
                                                 Accounting Officer)



<PAGE> 

                             EXHIBIT INDEX

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

10       Amendment, effective April 26, 2000, to the Unisys Corporation
         Director Stock Unit Plan

11.1     Statement of Computation of Earnings Per Share for the six months 
         ended June 30, 2000 and 1999

11.2     Statement of Computation of Earnings Per Share for the three months 
         ended June 30, 2000 and 1999

12       Statement of Computation of Ratio of Earnings to Fixed Charges

27       Financial Data Schedule






                     AMENDMENT TO THE UNISYS CORPORATION
                          DIRECTOR STOCK UNIT PLAN


Section 5(D) is amended and restated in its entirety, effective April 26, 2000,
to read as follows:

          "(D) Any amounts distributed under the Plan on or after April 26, 
               2000, shall be distributed in the form of shares of common 
               stock of the Corporation."







<TABLE>

                             UNISYS CORPORATION
              STATEMENT OF COMPUTATION OF EARNINGS PER SHARE 
              FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 
                                (UNAUDITED)
                      (Millions, except share data)
<CAPTION>
                                                  2000             1999
                                               -----------     -----------
<S>                                            <C>             <C>
Basic Earnings Per Common Share

Income before extraordinary item               $     162.8     $     227.9
Less dividends on preferred shares                              (     34.8)
                                               -----------     -----------
Income available to common stockholders
 before extraordinary item                     $     162.8     $     193.1
Extraordinary item                                   (19.8)
                                               -----------     -----------
Net income available to common stockholders    $     143.0     $     193.1
                                               ===========     ===========
                       
Weighted average shares                        311,837,691     268,425,000
                                               ===========     ===========
Basic earnings per share                       
 Before extraordinary item                     $       .52     $       .72
 Extraordinary item                                   (.06)
                                               -----------     -----------
   Total                                       $       .46     $       .72
                                               ===========     ===========

Diluted Earnings Per Common Share

Income available to common stockholders 
 before extraordinary item                     $     162.8     $     193.1
Plus impact of assumed conversions
  Interest expense on 8 1/4% Convertible 
  Notes due 2006, net of tax                            -               .3                
                                               -----------     -----------
Income available to common stockholders
 plus assumed conversions before
 extraordinary item                                  162.8           193.4

Extraordinary item                                   (19.8)
                                               -----------     -----------
Net income available to common stockholders    $     143.0     $     193.4
                                               ===========     ===========

Weighted average shares                        311,837,691     268,425,000
Plus incremental shares from assumed 
  conversions
  Employee stock plans                           5,212,717      10,447,720
  8 1/4% Convertible Notes due 2006                              1,635,709          
  Preferred stock                                                1,321,571
                                               -----------     -----------
Adjusted
 weighted average shares               317,050,408     281,830,000
                                               ===========     ===========
Diluted earnings per share                     $               $          
  Before extraordinary item                            .51             .69
  Extraordinary item                                  (.06)
                                               -----------     -----------
     Total                                     $       .45     $       .69
                                               ===========     ===========
</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                                      36,845,825






<TABLE>

                               UNISYS CORPORATION
              STATEMENT OF COMPUTATION OF EARNINGS PER SHARE 
              FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999 
                                (UNAUDITED)
                      (Millions, except share data)
<CAPTION>
                                                  2000             1999
                                               -----------     -----------
<S>                                            <C>             <C>
Basic Earnings Per Common Share

Income before extraordinary item               $      56.3     $     118.0
Less dividends on preferred shares                              (     12.0)
                                               -----------     -----------
Income available to common stockholders
 before extraordinary item                            56.3           106.0
Extraordinary item                                   (19.8)
                                               -----------     -----------
Net income available to common stockholders    $      36.5     $     106.0
                                               ===========     ===========

Weighted average shares                        312,514,684     274,146,000
                                               ===========     ===========
Basic earnings per share                                              
 Before extraordinary item                     $       .18     $       .39
 Extraordinary item                                   (.06)
                                               -----------     -----------
    Total                                      $       .12     $       .39      
                                               ===========     ===========

Diluted Earnings Per Common Share

Income available to common stockholders
  before extraordinary item                    $      56.3     $     106.0
Extraordinary item                                   (19.8)
                                               -----------     -----------
Net income available to common stockholders    $      36.5     $     106.0
                                               ===========     ===========

Weighted average shares                        312,514,684     274,146,000
Plus incremental shares from assumed 
  conversions
  Employee stock plans                           4,506,461      10,383,111
  Preferred stock                                                1,298,889          
                                               -----------     -----------
Adjusted weighted average shares               317,021,145     285,828,000
                                               ===========     ===========
Diluted earnings per share                     
  Before extraordinary item                    $       .18     $       .37
  Extraordinary item                                  (.06)       
                                               -----------     -----------
  Total                                        $       .12     $       .37
                                               ===========     ===========
</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                                      31,825,822




<TABLE>

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

<CAPTION>                                

                                  Six             
                                  Months     
                                  Ended           Years Ended December 31
                                  June 30, -----------------------------------
                                  2000       1999   1998    1997   1996   1995
                                  --------   ----   ----    ----   ----   ----
<S>                               <C>       <C>    <C>     <C>    <C>    <C>
Fixed charges
Interest expense                  $   39.2  $127.8 $171.7  $233.2 $249.7 $202.1   
Interest capitalized during 
  the period                           5.7     3.6     -       -      -       -  
Amortization of debt issuance
  expenses                             2.0     4.1    4.6     6.7    6.3    5.1   
Portion of rental expense
  representative of interest          23.1    46.3   49.1    51.8   59.8   65.9
                                    ------  ------ ------  ------ ------ ------
    Total Fixed Charges               70.0   181.8  225.4   291.7  315.8  273.1
                                    ------  ------ ------  ------ ------ ------
Earnings                             
Income (loss) from continuing
 operations before income taxes      246.7   770.3  594.2  (748.1)  80.2 (786.0)
Add (deduct) share of loss 
  (income) of associated 
  companies                          (17.7)    8.9    (.3)    5.9   (4.9)   5.0    
                                    ------  ------ ------  ------ ------- ------
    Subtotal                         229.0   779.2  593.9  (742.2)  75.3 (781.0)
                                    ------  ------ ------  ------ ------- ------

Fixed charges per above               70.0   181.8  225.4   291.7  315.8  273.1
Less interest capitalized during
  the period                          (5.7)   (3.6)    -       -      -       -
                                    ------  ------ ------  ------ ------ -------
Total earnings (loss)               $293.3  $957.4 $819.3 $(450.5)$391.1$(507.9)
                                    ======  ====== ====== ======= ====== =======

Ratio of earnings to fixed 
  charges                             4.19    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 JUNE 30, 2000 AND IS QUALIFIED
              IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>  1,000,000
       
<S>                                                              <C>
<PERIOD-TYPE>                                                    6-MOS
<FISCAL-YEAR-END>                                                DEC-31-2000
<PERIOD-END>                                                     JUN-30-2000

<CASH>                                                              183
<SECURITIES>                                                          0
<RECEIVABLES>                                                     1,341
<ALLOWANCES>                                                        (47)
<INVENTORY>                                                         399
<CURRENT-ASSETS>                                                  2,469
<PP&E>                                                            1,654
<DEPRECIATION>                                                   (1,044)
<TOTAL-ASSETS>                                                    5,614
<CURRENT-LIABILITIES>                                             2,619
<BONDS>                                                             536
<PREFERRED-MANDATORY>                                                 0
<PREFERRED>                                                           0
<COMMON>                                                              3
<OTHER-SE>                                                        2,114
<TOTAL-LIABILITY-AND-EQUITY>                                      5,614
<SALES>                                                           1,221
<TOTAL-REVENUES>                                                  3,266
<CGS>                                                               669
<TOTAL-COSTS>                                                     2,246
<OTHER-EXPENSES>                                                      0
<LOSS-PROVISION>                                                      7
<INTEREST-EXPENSE>                                                   39
<INCOME-PRETAX>                                                     247
<INCOME-TAX>                                                         84
<INCOME-CONTINUING>                                                 163
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                     (20)
<CHANGES>                                                             0
<NET-INCOME>                                                        143
<EPS-BASIC>                                                         .46
<EPS-DILUTED>                                                       .45

        

</TABLE>