SECURITIES AND EXCHANGE COMMISSION  
                    WASHINGTON, D.C.  20549  
                    ___________________________  
  
                          FORM 10-Q  
  
  
(Mark One)  
  
[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   
       EXCHANGE ACT OF 1934  
  
For the quarterly period ended September 30, 1997.  
  
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   
       EXCHANGE ACT OF 1934  
  
For the transition period from _________ to _________.  
  
                   Commission file number 1-8729  
  
                       UNISYS CORPORATION  
          (Exact name of registrant as specified in its charter)  
  
  
              Delaware                              38-0387840  
     (State or other jurisdiction                (I.R.S. Employer  
     of incorporation or organization)         Identification No.)  
  
                 Township Line and Union Meeting Roads  
               Blue Bell, Pennsylvania                  19424  
          (Address of principal executive offices)     (Zip Code)  
  
  
Registrant's telephone number, including area code:  (215) 986-4011  
  
     Indicate by check mark whether the registrant (1) has filed all reports   
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the   
registrant was required to file such reports), and (2) has been subject to   
such filing requirements for the past 90 days.  YES [X]    NO [ ]  
  
     Number of shares of Common Stock outstanding as of September 30,   
1997: 175,810,124





















<PAGE>

Part I - FINANCIAL INFORMATION    

Item 1.  Financial Statements.    

<TABLE> 
                             UNISYS CORPORATION    
                         CONSOLIDATED BALANCE SHEET    
                                (Millions)    
<CAPTION> 
                                        September 30,    
                                             1997      December 31,    
                                         (Unaudited)       1996    
                                         -----------   ------------    
 
<S>                                       <C>            <C> 
Assets    
- ------    
Current Assets    
Cash and cash equivalents                 $  554.3       $1,029.2    
Marketable securities                           .8            5.6    
Accounts and notes receivable, net           810.6          959.0    
Inventories    
   Finished equipment and supplies           304.0          325.5    
   Work in process and raw materials         294.2          316.8    
Deferred income taxes                        365.8          365.8    
Other current assets                         101.5          131.2    
                                          --------       --------    
Total                                      2,431.2        3,133.1    
                                          --------       --------    
    
Long-term receivables, net                    59.1           59.3    
                                          --------       --------    
Properties and rental equipment            1,808.0        1,950.3    
Less-Accumulated depreciation              1,229.5        1,328.5    
                                          --------       --------    
Properties and rental equipment, net         578.5          621.8    
                                          --------       --------    
Cost in excess of net assets acquired        959.1          981.3    
Investments at equity                        220.6          244.4    
Deferred income taxes                        678.7          678.7    
Other assets                               1,224.2        1,248.5    
                                          --------       --------    
Total                                     $6,151.4       $6,967.1    
                                          ========       ========    
Liabilities and stockholders' equity    
- ------------------------------------    
Current liabilities    
Notes payable                             $   21.0       $   13.9    

Current maturities of long-term debt         212.8            5.8    
Accounts payable                             736.3          871.1    
Other accrued liabilities                  1,062.5        1,453.4    
Dividends payable                             26.6           26.6    
Estimated income taxes                        89.7           94.3    
                                          --------       --------    
Total                                      2,148.9        2,465.1    
                                          --------       --------    
Long-term debt                             2,054.9        2,271.4    
Other liabilities                            411.3          474.6    
Redeemable preferred stock                                  150.0    
    
Stockholders' equity    
Preferred stock                            1,420.2        1,420.2    
Common stock, issued: 1997, 176.5;     
   1996, 175.7                                 1.8            1.8    
Accumulated deficit                         (744.4)        (770.1)    
Other capital                                858.7          954.1    
                                          --------       --------    
Stockholders' equity                       1,536.3        1,606.0    
                                          --------       --------    
Total                                     $6,151.4       $6,967.1    
                                          ========       ========    
    
See notes to consolidated financial statements.    
</TABLE>
 
    
                                                     2    




<PAGE> 


<TABLE> 

                              UNISYS CORPORATION    
                CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)    
                     (Millions, except per share data)    
 
 
 
<CAPTION> 
                                     Three Months          Nine Months    
                                  Ended September 30    Ended September 30    
                                  -------------------   -------------------    
                                    1997       1996       1997       1996    
                                  --------   --------   --------   --------    
                                                                          
<S>                               <C>        <C>        <C>        <C> 
Revenue                           $1,621.4   $1,630.9   $4,737.4   $4,559.0    
                                  --------   --------   --------   --------    
Costs and expenses    
   Cost of revenue                 1,046.4    1,100.9    3,108.3    3,098.2    
   Selling, general and     
      administrative                 340.0      353.1    1,010.6    1,021.7    
   Research and development           74.5       81.2      222.2      258.6    
                                  --------   --------   --------   --------    
                                   1,460.9    1,535.2    4,341.1    4,378.5    
                                  --------   --------   --------   --------    
Operating income                     160.5       95.7      396.3      180.5    
    
Interest expense                      59.5       66.7      179.4      185.5    
Other income (expense), net          (20.2)      (7.5)     (39.0)      14.2    
                                  --------   --------   --------   --------    
Income before income taxes            80.8       21.5      177.9        9.2     
Estimated income taxes                29.9        7.3       65.8        3.1     
                                  --------   --------   --------   --------    
Net income                            50.9       14.2      112.1        6.1     
Dividends on preferred shares         26.6       30.2       84.5       90.6    
                                  --------   --------   --------   --------    
    
Earnings (loss) on common shares  $   24.3   $  (16.0)  $   27.6  $   (84.5)    
                                  ========   ========   ========  =========    
Earnings  (loss) per common share    
   Primary                        $    .14   $   (.09)  $    .16  $    (.49)    
                                  ========   ========   ========  =========    
   Fully Diluted                  $    .13   $   (.09)  $    .16  $    (.49)    
                                  ========   ========   ========  =========    

    
See notes to consolidated financial statements.    
</TABLE>
 


















    
                                                      3    
    

<PAGE>    

<TABLE> 
 
                           UNISYS CORPORATION    
             CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)    
                                (Millions)    
    
<CAPTION> 
                                                  Nine Months Ended    
                                                    September 30    
                                                 -------------------    
                                                   1997       1996    
                                                 --------   ---------    
                                                          
 
<S>                                             <C>         <C> 
Cash flows from operating activities    
Net income                                      $   112.1   $     6.1     
Add (deduct) items to reconcile net income    
   to net cash (used for) operating activities:    
Depreciation                                        116.8       130.4    
Amortization:    
   Marketable software                               67.1        79.1    
   Cost in excess of net assets acquired             35.9        33.8    
(Increase) in deferred income taxes                          (   15.6)    
Decrease in receivables, net                        142.6       120.3    
Decrease (increase) in inventories                   44.1    (   17.1)    
(Decrease) in accounts payable and    
   other accrued liabilities                     (  545.3)   (  504.7)    
(Decrease) in estimated income taxes             (    2.9)   (   57.5)    
(Decrease) in other liabilities                  (   63.3)   (   70.6)    
Decrease (increase) in other assets                  78.6    (   41.5)    
Other                                                 4.1    (   15.4)    
                                                ---------    --------    
Net cash used for operating activities           (   10.2)   (  352.7)    
                                                ---------    --------    
Cash flows from investing activities    
   Proceeds from investments                      1,241.2     1,414.0    
   Purchases of investments                      (1,206.2)   (1,418.6)    
   Proceeds from marketable securities                4.8    
   Proceeds from sales of properties                  5.1        23.7    
   Investment in marketable software             (   89.3)   (   83.8)    
   Capital additions of properties and    
      rental equipment                           (  136.0)   (   98.6)    
   Purchases of businesses                       (   21.5)   (   13.0)    
                                                ---------    --------    
Net cash used for investing activities           (  201.9)   (  176.3)    
                                                ---------    --------    
Cash flows from financing activities    
   Redemption of redeemable preferred stock      (  150.0)    
   Proceeds from issuance of debt                               700.9    
   Principal payments of debt                                (  339.6)    
   Net proceeds from short-term borrowings            7.1         1.6    
   Dividends paid on preferred shares            (   86.4)   (   90.6)    
   Other                                              2.7          .4    
                                                ---------    --------    
Net cash (used for) provided by financing     
   activities                                    (  226.6)      272.7    
                                                ---------    --------    
Effect of exchange rate changes on    
   cash and cash equivalents                     (   24.5)   (    8.6)    
                                                ---------    --------    
Net cash used for continuing operations          (  463.2)   (  264.9)    
Net cash used for discontinued operations        (   11.7)   (   11.8)    
                                                ---------    --------    
Decrease in cash and cash equivalents            (  474.9)   (  276.7)    
Cash and cash equivalents, beginning of period    1,029.2     1,114.3    
                                                ---------    --------    
Cash and cash equivalents, end of period        $   554.3    $  837.6    
                                                =========    ========    
    
See notes to consolidated financial statements.    
</TABLE>
 
    
                                                4    

<PAGE>


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.   For the nine months ended September 30, 1997, the computation of
     primary earnings per share is based on the weighted average number 
     of outstanding common shares and additional shares assuming the 
     exercise of stock options.  For the three months ended September 30,
     1997, the fully diluted computation includes additional shares for the 
     assumed conversion of the 8 1/4% convertible notes due 2006.  The 
     computations for the three and nine months ended September 30, 1996 
     are based solely on the weighted average number of outstanding common 
     shares.  Conversion is not assumed for the 8 1/4% convertible notes due 
     2000 in either period in 1997, both convertible notes in 1996 and 
     Series A preferred stock in any of the periods since such conversions 
     would have been antidilutive.  The shares used in the computations are 
     as follows (in thousands):


<TABLE>

<CAPTION>

                    Three Months Ended      Nine Months Ended
                      September 30,           September 30, 
                    ------------------      ----------------
                      1997       1996         1997     1996
                    -------    -------      -------  -------
     <S>            <C>        <C>          <C>      <C>    
     Primary        179,000    172,970      176,841  172,370
     Fully diluted  225,289    172,970      176,841  172,370

</TABLE>
































                                         5



<PAGE>

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

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

For the three months ended September 30, 1997, the Company reported net 
income of $50.9 million, compared to net income of $14.2 million for the 
three months ended September 30, 1996.  On a per-share basis, the third 
quarter net income was $.14 per primary and $.13 per fully diluted common 
share after preferred dividends, compared to a loss of $.09 per primary and 
fully diluted common share a year ago.

Total revenue for the quarter ended September 30, 1997 was $1.62 billion, 
compared to $1.63 billion for the year-ago period, which included a major 
contract for electronic voting machines.  Excluding this contract and a 
three percentage point adverse foreign currency impact, revenue in the third 
quarter increased 7%.  Total gross profit percent was 35.5% in the third 
quarter of 1997 compared to 32.5% in the year-ago period.

For the three months ended September 30, 1997, selling, general and 
administrative expenses were $340.0 million compared to $353.1 million for 
the three months ended September 30, 1996, and research and development 
expenses were $74.5 million compared to $81.2 million a year earlier.  The 
declines were largely due to the Company's cost reduction actions and the 
effects of foreign currency translations.

For the third quarter of 1997, the Company reported an operating income 
percent of 9.9% compared to 5.9% for the third quarter of 1996.

Revenue, gross profit percentage and operating income percentage by business 
unit are presented below ($ in millions):

<TABLE>
<CAPTION>
                                            Information Global     Computer
                                  Elimi-    Services    Customer   Systems
                       Total      nations   Group       Services   Group
                     --------     -------   ----------- --------   --------

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

Gross profit percent*    35.5%                21.1%       27.0%      46.2%  
                     ========               ======      ======     ======

Operating income
     percent*             9.9%                (1.9)%       9.3%      16.4%
                     ========               ======      ======     ======

Three Months Ended
September 30, 1996
- ------------------
Customer revenue     $1,630.9               $483.8      $505.0     $642.1
Intercompany                      $(110.1)     1.3        19.4       89.4
                     --------     -------   ------      ------     ------
Total revenue        $1,630.9     $(110.1)  $485.1      $524.4     $731.5  
                     ========     =======   ======      ======     ======
Gross profit percent*    32.5%                19.1%       28.7%      41.6%
                     ========               ======      ======     ======

*as a percent of total revenue

Note: Certain prior year business unit amounts have been reclassified to 
conform with the current year presentation.
</TABLE>

                                            6


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations (Cont'd).



Customer revenue from the Information Services Group ("ISG") increased 6% in 
the quarter as a result of growth in both systems integration and 
outsourcing.  ISG's gross profit percent was 21.1% in 1997 compared to 19.1% 
last year reflecting the benefits of an improved bid quality and control 
process.

In the Global Customer Services ("GCS") business, growth in distributed 
computing support services moderated in the quarter due to increased 
competition in the network integration market.  Although customer revenue in 
GCS increased 6% due to the continued rollout of a large Federal government 
networking project, that project negatively impacted the group's gross 
profit percent in the quarter, which was 27.0% compared to 28.7% last year.  
Also impacting the group's margins was the continued shift in its business 
mix from proprietary maintenance toward distributed computing support 
services.

Customer revenue in the Computer Systems Group ("CSG") decreased 11% in 
comparison with a year ago, which included the voting machines contract 
mentioned above.  Excluding this contract, CSG's revenue was flat when 
compared with the prior year.  CSG gross profit percent rose to 46.2% in 
1997 from 41.6% last year, due in large part to a higher proportion of sales 
of large-scale enterprise servers.

Interest expense in the third quarter of 1997 was $59.5 million compared to 
$66.7 million in the third quarter of 1996, principally due to lower average 
debt levels.

Other income (expense), net, which can vary from quarter to quarter, was an 
expense of $20.2 million in the current quarter compared to an expense of 
$7.5 million in the year-ago period.  The change was mainly due to lower 
equity and interest income.

Income before income taxes was $80.8 million in 1997 compared to $21.5 
million last year.  The provision for income taxes was $29.9 million in the 
current period compared to $7.3 million in the year-ago period.

For the nine months ended September 30, 1997, net income was $112.1 million, 
or $.16 per fully diluted common share after payment of preferred dividends.  
In the nine-month period one year ago, net income was $6.1 million, or a 
loss of $.49 per fully diluted common share after preferred dividends.  
Revenue was $4.74 billion compared to $4.56 billion for the first nine 
months of 1996.

Effective January 1, 1997, the Company adopted Statement of Financial 
Accounting Standards ("SFAS") No. 125, "Accounting for Transfers and 
Servicing of Financial Assets and Extinguishments of Liabilities."  This 
statement requires that if a transfer of financial assets does not meet 
certain criteria for recording the transaction as a sale, the transfer must 
be accounted for as a secured borrowing.  The adoption of SFAS No. 125 did 
not have a material effect on the Company's consolidated financial position, 
consolidated statement of income, or liquidity.

In February of 1997, SFAS No. 128, "Earnings per Share," was issued.  This 
statement establishes new standards for computing and presenting earnings 
per share.  Adoption of SFAS No. 128 and restatement of prior periods' 
earnings per share is required in the fourth quarter of 1997.  For the 
Company, earnings per share under SFAS No. 128 for the current quarter would 
be the same as reported.  The effect of adoption of SFAS No. 128 on earlier 
periods is immaterial.





                                         7



<PAGE>


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations (Cont'd).


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

Cash, cash equivalents and marketable securities at September 30, 1997 were 
$555.1 million compared to $1.0 billion at December 31, 1996.  Cash was used 
during the first nine months of 1997 for operating, investing and financing 
activities as described below.

Cash used for operating activities during the nine months ended September 
30, 1997 was $10.2 million compared to $352.7 million used during the prior-
year period.  The decline in cash usage from operations in the current 
period compared to the year-ago period was due to current period income and 
improved working capital management, including improvements in inventory 
turns and accounts receivable days outstanding.

Cash used for investing activities during the first nine months of 1997 was 
$201.9 million compared to $176.3 million used in the year-ago period.  The 
increase in cash usage was principally due to increased capital expenditures 
as a number of large-scale Clearpath enterprise servers were added to the 
Company's rental machine base.

Cash used for financing activities during the first nine months of 1997 was 
$226.6 million compared to cash provided of $272.7 million in 1996.  In the 
current period, the Company redeemed all $150.0 million of its Series B and 
C Cumulative Convertible Preferred Stock.  The year-ago period includes 
proceeds of $700.9 million from issuances of debt and $339.6 million of 
principal payments of debt.  Dividends paid on preferred stock were $86.4 
million in the first nine months of 1997 compared to $90.6 million in the 
first nine months of 1996.

At September 30, 1997, total debt was $2.3 billion, a slight decrease from 
December 31, 1996.  In June 1997, the Company entered into a two-year $200 
million revolving credit facility replacing the prior one-year facility.  
The facility includes certain financial tests that must be met as conditions 
to a borrowing and provides that no loans may be outstanding for twenty 
consecutive days in each quarter.  The facility may not be used to refinance 
other debt.  The amount the Company may borrow at any given time is 
dependent upon the amount of certain of its accounts receivable and 
inventory.  As of September 30, 1997, there were no borrowings outstanding 
under the facility and the entire $200 million was available for borrowings.

On October 7, 1997, the Company called all $345 million outstanding 
principal amount of its 8 1/4% Convertible Subordinated Notes due 2000 (the 
"2000 Notes") for redemption on October 27, 1997.  The 2000 Notes were 
convertible, prior to the close of business on October 27, 1997 (the 
"Conversion Expiration Time"), into an aggregate of 33.7 million shares of 
the Company's common stock.  In connection with the call for redemption, the 
Company entered into a standby arrangement with an investment bank (the 
"Purchaser") providing that, if fewer than all of the 2000 Notes were 
surrendered for conversion prior to the Conversion Expiration Time, the 
Purchaser would purchase from the Company such number of shares of its 
common stock as would have been issuable upon conversion of the 2000 Notes 
not so surrendered.  Prior to the Conversion Expiration Time, approximately 
$344 million principal amount of 2000 Notes were converted into 
approximately 33.6 million shares of the Company's common stock.  The 
Purchaser purchased an additional .1 million shares of the Company's common 
stock pursuant to the standby arrangement, and the proceeds were used by the 
Company to effect the redemption of the 2000 Notes not surrendered for 
conversion.  As a result, no 2000 Notes are currently outstanding, and the 
Company has issued all 33.7 million shares of its common stock issuable in 
respect thereof. 




                                             8




<PAGE>


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations (Cont'd).


On November 7, 1997, the Company announced that it was making a special 
conversion offer to holders of its 8 1/4% Convertible Subordinated Notes due 
2006 (the "2006 Notes").  The offer is for up to $294 million of the $299
million of 2006 Notes outstanding.  Under the offer, the Company will pay 
holders who elect to convert their notes into common stock a cash premium of
$155, plus accrued interest, for each $1,000 in principal amount of 2006
Notes converted.  Assuming the full $294 million in principal amount of 2006
Notes is converted, the Company would take a one-time charge against
fourth-quarter net income of approximately $46 million, would issue 42.8
million shares of common stock, and would save approximately $24 million in
annual interest payments.

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

The Company has on file with the Securities and Exchange Commission an 
effective registration statement covering approximately $315 million of debt 
or equity securities, which enables the Company to be prepared for future 
market opportunities.

At September 30, 1997, the Company had deferred tax assets in excess of 
deferred tax liabilities of $1,412 million.  For the reasons cited below, 
management determined that it is more likely than not that $1,009 million of 
such assets will be realized, therefore resulting in a valuation allowance 
of $403 million.

The Company evaluates quarterly the realizability of its net deferred tax 
assets by assessing its valuation allowance and by adjusting the amount of 
such allowance, if necessary.  The factors used to assess the likelihood of 
realization are the Company's forecast of future taxable income, which is 
adjusted by applying probability factors, and available tax planning 
strategies that could be implemented to realize deferred tax assets.  The 
combination of these factors is expected to be sufficient to realize the 
entire amount of net deferred tax assets.  Approximately $2.9 billion of 
future taxable income (predominantly U.S.) is needed to realize all of the 
net deferred tax assets.

The Company's net deferred tax assets include substantial amounts of net 
operating loss and tax credit carryforwards.  Failure to achieve forecasted 
taxable income might affect the ultimate realization of the net deferred tax 
assets.  See "Factors That May Affect Future Results" below.

Stockholders' equity decreased $69.7 million during the nine months ended 
September 30, 1997 principally reflecting translation adjustments of $104.9 
million and preferred dividends declared of $86.4 million, offset in part by 
net income of $112.1 million.

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.  These
include, but are not limited to, the following: the continued competitive 
pressures and volatility in the information technology and services industry 
on revenues, pricing and margins; rapid changes in technology, technology
standards and product life cycles; the Company's ability to design, develop, 
introduce, deliver or obtain new products and services on a timely and cost-
effective basis; the Company's ability to effectively manage the shift of 
its business mix away from traditional high-margin product and services 
offerings; the Company's ability to profitably bid and perform services 
contracts, particularly large, fixed-price, multi-year systems integration 


                                        9



<PAGE>


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations (Cont'd).


contracts; the Company's reliance on third-party alliances, subcontractors, 
suppliers and distribution channels; the risks of doing business 
internationally, including foreign currency exchange rate fluctuations, 
changes in political or economic conditions, trade protection measures and 
import or export licensing requirements; the Company's cost of and success 
in attracting and retaining highly skilled people; and natural disasters or 
changes in general economic and business conditions.























































                                             10






<PAGE>  


P
art II - OTHER INFORMATION  
  
  

Item 6.     Exhibits and Reports on Form 8-K  
  
(a)     Exhibits  
  
     See Exhibit Index.  
  
(b)     Reports on Form 8-K  
  
     During the quarter ended September 30, 1997, the Company filed no   
Current Reports on Form 8-K.  
  



























  


























                                   11


  

<PAGE>  

                                SIGNATURE  
  
  
  
          Pursuant to the requirements of the Securities Exchange Act of   
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.  
  
                                   UNISYS CORPORATION  
  
  
  
Date:  November 7, 1997              By: /s/ Robert H. Brust  
                                             ---------------------  
                                             Robert H. Brust 
                                             Senior Vice President and 
                                             Chief Financial Officer  
                                             (Principal Financial Officer)  
  
  
                                      By: /s/ Janet M. Brutschea Haugen  
                                              -----------------------------  
                                              Janet M. Brutschea Haugen  
                                              Vice President and Controller  
                                              (Chief Accounting Officer)  
  
  

















































<PAGE>  

                              EXHIBIT INDEX  
  
  
Exhibit  
Number                         Description  
  
4.1      Amended and Restated Certificate of Incorporation of Unisys   
         Corporation  
  
10.1     Employment Agreement, dated July 2, 1997 between Unisys   
         Corporation and James A. Unruh  
  
10.2     Employment Agreement, dated September 23 1997 between Unisys   
         Corporation and Lawrence A. Weinbach  
  
11.1     Statement of Computation of Earnings Per Share for the nine   
         months ended September 30, 1997 and 1996  
  
11.2     Statement of Computation of Earnings Per Share for the three   
         months ended September 30, 1997 and 1996  
  
12       Statement of Computation of Ratio of Earnings to Fixed   
         Charges  
  
27       Financial Data Schedule 

    



  

                                         RESTATED  
                               CERTIFICATE OF INCORPORATION  
                                            OF  
                                    UNISYS CORPORATION  
  
  
                                        ARTICLE I  
  
     The name of the corporation (hereinafter called the "Corporation") is  
Unisys Corporation.  
  
                                        ARTICLE II  
  
     The address of the Corporation's registered office in the State of  
Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.  
The name of the Corporation's registered agent at such address is The  
Corporation Trust Company.  
  
                                       ARTICLE III  
  
     The purpose or purposes for which the Corporation is organized are:  
  
     To engage in the business of designing, manufacturing and marketing of  
components, products, systems and forms and supplies for the recording,  
storing, handling, computing, processing and communicating of information and  
data, and of providing related services; and  
  
     To engage in any other lawful act or activity for which a corporation may  
be organized under the General Corporation Law of Delaware.  
  
                                       ARTICLE IV  
  
     Section 1.  The total number of shares of all classes of stock which the  
Corporation shall have authority to issue is 400,000,000 shares, divided into  
two classes consisting of 360,000,000 shares of Common Stock, par value $.01  
per share ("Common Stock"), and 40,000,000 shares of Preferred Stock, par value 
$1 per share ("Preferred
 Stock").  The Board of Directors shall have authority  
by resolution to issue the shares of Preferred Stock from time to time on such  
terms as it may determine and to divide the Preferred Stock into one or more  
series and, in connection with the creation of any such series, to determine  
and fix by the resolution or resolutions providing for the issuance of shares  
thereof:  
  
          A.  the distinctive designation of such series, the number of shares  
which shall constitute such series, which number may be increased or decreased  
(but not below the number of shares then outstanding) from time to time by  
action of the Board of Directors, and the stated value thereof, if different  
from the par value thereof;  
  
          B.  the dividend rate, the times of payment of dividends on the  
shares of such series, whether dividends shall be cumulative, and, if so, from  
what date or dates, and the preference or relation which such dividends will  
bear to the dividends payable on any shares of stock of any other class or any  
other series of this class;  
  
          C.  the price or prices at which, and the terms and conditions on  
which, the shares of such series may be redeemed;  
  
          D.  whether or not the shares of such series shall be entitled to the 
benefit of a retirement or sinking fund to be applied to the purchase or  
redemption of such shares and, if so entitled, the amount of such fund and the  
terms and provisions relative to the operation thereof;  
  
          E.  whether or not the shares of such series shall be convertible  
into, or exchangeable for, any other shares of stock of the Corporation or any  
other securities and, if so convertible or exchangeable, the conversion price  
or prices, or the rates of exchange, and any adjustments thereof, at which such 
conversion or exchange may be made, and any other terms and conditions of such  
conversion or exchange;  
  
          F.  the rights of the shares of such series in the event of voluntary 
or involuntary liquidation, dissolution or winding up or upon any distribution  
of the assets, of the Corporation;  
  
          G.  whether or not the shares of such series shall have priority over 
or parity with or be junior to the shares of any other class or series in any  
respect, or shall be entitled to the benefit of limitations restricting (i) the 
creation of indebtedness of the Corporation, (ii) the issuance of shares of any 
other class or series having priority over or being on a parity with the shares 
of such series in any respect, or (iii) the payment of dividends on, the making 
of other distributions in respect of, or the purchase or redemption of shares  
of any other class or series on parity with or ranking junior to the shares of  
such series as to dividends or assets, and the terms of any such restrictions,  
or any other restriction with respect to shares of any other class or series on 
parity with or ranking junior to the shares of such series in any respect;  
  
          H.  whether such series shall have the voting rights, in addition to  
any voting rights provided by law and, if so, the terms of such voting rights,  
which may be general or limited; and  
  
          I.  any other powers, preferences, privileges, and relative  
participating, optional, or other special rights of such series, and the  
qualifications, limitations or restrictions thereof, to the full extent now or  
hereafter permitted by law.  
  
     The powers, preferences and relative participating, optional and other  
special rights of each series of Preferred Stock, and the qualifications,  
limitations or restrictions thereof, if any, may differ from those of any and  
all other series at any time outstanding.  All shares of any one series of  
Preferred Stock shall be identical in all respects with all other shares of  
such series, except that shares of any one series issued at different times may 
differ as to the dates from which dividends thereon shall be cumulative.  
  
     Section 2.  Each holder of Common Stock shall be entitled to one vote for  
each share of Common Stock held of record on all matters on which stockholders  
generally are entitled to vote.  Subject to the provisions of law and the  
rights of the Preferred Stock and any other class or series of stock having a  
preference as to dividends over the Common Stock then outstanding, dividends  
may be paid on the Common Stock at such times and in such amounts as the Board  
of Directors shall determine.  Upon the dissolution, liquidation or winding up  
of the Corporation, after any preferential amounts to be distributed to the  
holders of the Preferred Stock and any other class or series of stock having a  
preference over the Common Stock then outstanding have been paid or declared  
and set apart for payment, the holders of the Common Stock shall be entitled to 
receive all the remaining assets of the Corporation available for distribution  
to its stockholders ratably in proportion to the number of shares held by them, 
respectively.  
  
     Section 3.  Junior Preferred Stock:  
  
          A.  Designation and Amount.  The shares of such series shall be  
designated as "Junior Participating Preferred Stock" (the "Junior Preferred  
Stock") and the number of shares constituting such series shall be 1,500,000.   
Such number of shares may be increased or decreased by resolution of the Board  
of Directors; provided, that no decrease shall reduce the number of shares of  
Junior Preferred Stock to a number less than the number of shares then  
outstanding plus the number of shares issuable upon exercise of outstanding  
rights, options or warrants or upon conversion of outstanding securities issued 
by the Corporation.  
  
          B.  Dividends and Distributions.  
  
               (i)  Subject to the prior and superior rights of the holders of  
any shares of any series of Preferred Stock ranking prior and superior to the  
shares of Junior Preferred Stock with respect to dividends, the holders of  
shares of Junior Preferred Stock, in preference to the holders of Common Stock  
and of any other junior stock, shall be entitled to receive, when, as and if  
declared by the Board of Directors out of funds legally available for the  
purpose, quarterly dividends payable in cash on the first day of March, June,  
September and December in each year (each such date being referred to herein as 
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly  
Dividend Payment Date after the first issuance of a share or fraction of a  
share of Junior Preferred Stock, in an amount per share (rounded to the nearest 
cent) equal to the greater of (a) $15 or (b) subject to the provision for  
adjustment hereinafter set forth, 300 times the aggregate per share amount of  
all cash dividends, and 300 times the aggregate per share amount (payable in  
kind) of all non-cash dividends or other distributions, other than a dividend  
payable in shares of Common Stock, or a subdivision of the outstanding shares  
of Common Stock (by reclassification or otherwise), declared on the Common  
Stock since the immediately preceding Quarterly Dividend Payment Date or, with  
respect to the first Quarterly Dividend Payment Date, since the first issuance  
of any share or fraction of a share of Preferred Stock.  In the event the  
Corporation shall at any time declare or pay any dividend on Common Stock  
payable in shares of Common Stock, or effect a subdivision or combination or  
consolidation of the outstanding shares of Common Stock (by reclassification or 
otherwise than by payment of a dividend in shares of Common Stock) into a  
greater or lesser number of shares of Common Stock, then in each such case the  
amount to which holders of shares of Junior Preferred Stock were entitled  
immediately prior to such event under clause (b) of the preceding sentence  
shall be adjusted by multiplying such amount by a fraction the numerator of  
which is the number of shares of Common Stock outstanding immediately after  
such event and the denominator of which is the number of shares of Common Stock 
that were outstanding immediately prior to such event.  
  
               (ii)  The Corporation shall declare a dividend or distribution  
on the Junior Preferred Stock as provided in Paragraph (i) of this Subsection  
immediately after it declares a dividend or distribution on the Common Stock  
(other than a dividend payable in shares of Common Stock); provided that, in  
the event no dividend or distribution shall have been declared on the Common  
Stock during the period between any Quarterly Dividend Payment Date and the  
next subsequent Quarterly Dividend Payment Date, a dividend of $15 per share on 
the Junior Preferred Stock shall nevertheless be payable on such subsequent  
Quarterly Dividend Payment Date.  
  
               (iii)  Dividends shall begin to accrue and be cumulative on  
outstanding shares of Junior Preferred Stock from the Quarterly Dividend  
Payment Date next preceding the date of issue of such shares of Junior  
Preferred Stock, unless the date of issue of such shares is prior to the record 
date for the first Quarterly Dividend Payment Date, in which case dividends on  
such shares shall begin to accrue from the date of issue of such shares, or  
unless the date of issue is a Quarterly Dividend Payment Date or is a date  
after the record date for the determination of holders of shares of Junior  
Preferred Stock entitled to receive a quarterly dividend and before such  
Quarterly Dividend Payment Date, in either of which events such dividends shall 
begin to accrue and be cumulative from such Quarterly Dividend Payment Date.   
Accrued but unpaid dividends shall not bear interest.  Dividends paid on the  
shares of Junior Preferred Stock in an amount less than the total amount of  
such dividends at the time accrued and payable on such shares shall be  
allocated pro rata on a share-by-share basis among all such shares at the time  
outstanding.  The Board of Directors may fix a record date for the  
determination of holders of shares of Junior Preferred Stock entitled to  
receive payment of a dividend or distribution declared thereon, which record  
date shall be not more than 60 days prior to the date fixed for the payment  
thereof.  
  
          C.  Voting Rights.  The holders of shares of Junior Preferred Stock  
shall have the following voting rights:  
  
               (i)  Subject to the provision for adjustment hereinafter set  
forth, each share of Junior Preferred Stock shall entitle the holder thereof to 
300 votes on all matters submitted to a vote of the stockholders of the  
Corporation.  In the event the Corporation shall at any time declare or pay any 
dividend on Common Stock payable in shares of Common Stock, or effect a  
subdivision or combination or consolidation of the outstanding shares of Common 
Stock (by reclassification or otherwise than by payment of a dividend in shares 
of Common Stock) into a greater or lesser number of shares of Common Stock,  
then in each such case the number of votes per share to which holders of shares 
of Junior Preferred Stock were entitled immediately prior to such event shall  
be adjusted by multiplying such number by a fraction the numerator of which is  
the number of shares of Common Stock outstanding immediately after such event  
and the denominator of which is the number of shares of Common Stock that were  
outstanding immediately prior to such event.  
  
               (ii)  Except as otherwise provided herein or by law, the holders 
of shares of Junior Preferred Stock and the holders of shares of Common Stock  
shall vote together as one class on all matters submitted to a vote of  
stockholders of the Corporation.  
  
               (iii)  The Certificate of Incorporation of the Corporation shall 
not be amended in any manner which would materially alter or change the powers, 
preferences or special rights of the Junior Preferred Stock so as to affect  
them adversely without the affirmative vote of the holders of at least two- 
thirds of the outstanding shares of Junior Preferred Stock, voting together as  
a single series.  
  
               (iv)  Except as set forth herein, holders of Junior Preferred  
Stock shall have no voting rights.  
  
          D.  Certain Restrictions.  
  
               (i)  Whenever quarterly dividends or other dividends or  
distributions payable on the Junior Preferred Stock as provided in Subsection B 
are in arrears, thereafter and until all accrued and unpaid dividends and  
distributions, whether or not declared, on shares of Junior Preferred Stock  
outstanding shall have been paid in full, the Corporation shall not:  
  
                    (a)  declare or pay dividends on, make any other  
distributions on, or redeem or purchase or otherwise acquire for consideration  
any shares of stock ranking junior (either as to dividends or upon liquidation, 
dissolution or winding up) to the Junior Preferred Stock;  
  
                    (b)  declare or pay dividends on or make any other  
distributions on any shares of stock ranking on a parity (either as to  
dividends or upon liquidation, dissolution or winding up) with the Junior  
Preferred Stock, except dividends paid ratably on the Junior Preferred Stock  
and all such parity stock on which dividends are payable or in arrears in  
proportion to the total amounts to which the holders of all such shares are  
then entitled; or  
  
                    (c)  purchase or otherwise acquire for consideration any  
shares of Junior Preferred Stock, or any shares of stock ranking on a parity  
with the Junior Preferred Stock, except in accordance with a purchase offer  
made in writing or by publication (as determined by the Board of Directors) to  
all holders of such shares upon such terms as the Board of Directors, after  
consideration of the respective annual dividend rates and other relative rights 
and preferences of the respective series and classes, shall determine in good  
faith will result in fair and equitable treatment among the respective series  
or classes.  
  
               (ii)  The Corporation shall not permit any subsidiary of the  
Corporation to purchase or otherwise acquire for consideration any shares of  
stock of the Corporation unless the Corporation could, under Paragraph (i) of  
this Subsection (D) purchase or otherwise acquire such shares at such time and  
in such manner.  
  
          E.  Reacquired Shares.  Any shares of Junior Preferred Stock  
purchased or otherwise acquired by the Corporation in any manner whatsoever  
shall be retired and cancelled promptly after the acquisition thereof.   All  
such shares shall upon their cancellation become authorized but unissued shares 
of Preferred Stock and may be reissued as part of a new series of Preferred  
Stock, subject to the conditions and restrictions on issuance set forth herein. 
  
          F.  Liquidation, Dissolution or Winding Up.  Upon any liquidation,  
dissolution or winding up of the Corporation, no distribution shall be made (1) 
to the holders of shares of stock ranking junior (either as to dividends or  
upon liquidation, dissolution, or winding up) to the Junior Preferred Stock  
unless, prior thereto, the holders of shares of Junior Preferred Stock shall  
have received $100 per share, plus an amount equal to accrued and unpaid  
dividends and distributions thereon, whether or not declared, to the date of  
such payment, provided that the holders of shares of Junior Preferred Stock  
shall be entitled to receive an aggregate amount per share, subject to the  
provision for adjustment hereinafter set forth, equal to 300 times the  
aggregate amount to be distributed per share to holders of Common Stock, or (2) 
to the holders of stock ranking on a parity (either as to dividends or upon  
liquidation, dissolution or winding up) with the Junior Preferred Stock, except 
distributions made ratably on the Junior Preferred Stock and all other such  
parity stock in proportion to the total amounts to which the holders of all  
such shares are entitled upon such liquidation, dissolution or winding up.  In  
the event the Corporation shall at any time declare or pay any dividend on  
Common Stock payable in shares of Common Stock, or effect a subdivision or  
combination or consolidation of the outstanding shares of Common Stock (by  
reclassification or otherwise than by payment of a dividend in shares of Common 
Stock) into a greater or lesser number of shares of Common Stock, then in each  
such case the aggregate amount to which holders of shares of Junior Preferred  
Stock were entitled immediately prior to such event under the proviso in clause 
(1) of the preceding sentence shall be adjusted by multiplying such amount by a 
fraction the numerator of which is the number of shares of Common Stock  
outstanding immediately after such event and the denominator of which is the  
number of shares of Common Stock that were outstanding immediately prior to  
such event.  
  
          G.  Consolidation, Merger, etc.  In case the Corporation shall enter  
into any consolidation, merger, combination or other transaction in which the  
shares of Common Stock are exchanged for or changed into other stock or  
securities, cash and/or any other property, then in any such case the shares of 
Junior Preferred Stock shall at the same time be similarly exchanged or changed 
in an amount per share (subject to the provision for adjustment hereinafter set 
forth) equal to 300 times the aggregate amount of stock, securities, cash  
and/or any other property (payable in kind), as the case may be, into which or  
for which each share of Common Stock is changed or exchanged.  In the event the 
Corporation shall at any time declare or pay any dividend on Common Stock  
payable in shares of Common Stock, or effect a subdivision or combination or  
consolidation of the outstanding shares of Common Stock (by reclassification or 
otherwise) into a greater or lesser number of shares of Common Stock, then in  
each such case the amount set forth in the preceding sentence with respect to  
the exchange or change of shares of Junior Preferred Stock shall be adjusted by 
multiplying such amount by a fraction the numerator of which is the number of  
shares of Common Stock outstanding immediately after such event and the  
denominator of which is the number of shares of Common Stock that were  
outstanding immediately prior to such event.  
  
          H.  No Redemption.  The shares of Junior Preferred Stock shall not be 
redeemable.  
  
          I.  Rank.  Nothing herein shall preclude the Board of Directors from  
creating or authorizing any class or series of Preferred Stock ranking on a  
parity with or prior to the Junior Preferred Stock as to the payment of  
dividends or the distribution of assets.  
  
     Section 4.  Series A Cumulative Convertible Preferred Stock:  
  
          A.  Designation and Amount.  The designation of this series which  
consists of 30,000,000 shares of Preferred Stock is "Series A Cumulative  
Convertible Preferred Stock" (the "Series A Preferred Stock").  The number of  
shares of the Series A Preferred Stock may be decreased from time to time by a  
resolution or resolutions of the Board of Directors; provided that no such  
amendment shall reduce the number of shares of the Series A Preferred Stock to  
a number less than the aggregate number of shares of the Series A Preferred  
Stock then outstanding plus the number of shares reserved for issuance upon the 
conversion or exchange of any outstanding securities convertible or  
exchangeable into Series A Preferred Stock.  
  
          B.  Rank.  All Series A Preferred Stock shall rank prior to the  
Corporation's Common Stock and to the Corporation's Junior Participating  
Preferred Stock, both as to payment of dividends and as to distribution of  
assets upon liquidation, dissolution or winding up of the Corporation, whether  
voluntary or involuntary.  
  
          C.  Dividends.  
  
               (i)  The holders of shares of Series A Preferred Stock shall be  
entitled to receive cash dividends at the annual rate of $3.75 per share, and  
no more, which shall be payable quarterly on the 15th day of October, January,  
April and July of each year to holders of record as they appear on the stock  
books of the Corporation on such record dates as are fixed by the Board of  
Directors, but only when, as and if declared by the Board of Directors out of  
funds at the time legally available for the payment of dividends.  Dividends on 
shares of Series A Preferred Stock issued pursuant to the merger of SP Merger  
Co. Inc., a Delaware corporation and a wholly owned subsidiary of the  
Corporation, and Sperry Corporation (the "Merger") shall be cumulative and  
shall accrue without interest from the effective time of the Merger (the  
"Effective Time") and dividends on all other shares of Series A Preferred Stock 
shall be cumulative and shall accrue without interest from the later of the  
Effective Time or the last dividend payment date immediately preceding the date 
of issuance of such shares.  No dividends or other distributions, other than  
dividends payable solely in shares of capital stock of the Corporation ranking  
junior as to dividends to the Series A Preferred Stock (collectively, the  
"Junior Dividend Stock"), shall be paid or set apart for payment on, and no  
purchase, redemption or other acquisition shall be made of, any shares of  
Junior Dividend Stock unless and until all accrued and unpaid dividends on the  
Series A Preferred Stock, including the full dividend for the then current  
quarterly dividend period, shall have been declared and paid or a sum  
sufficient for payment thereof set apart.  
  
               (ii)  No full dividends shall be declared or paid or set apart  
for payment on any class or series of capital stock ranking, as to dividends,  
on a parity with the Series A Preferred Stock (the "Parity Dividend Stock") for 
any period unless full cumulative dividends have been, or contemporaneously  
are, declared and paid or set apart for such payment on the Series A Preferred  
Stock for all dividend payment periods terminating on or prior to the date of  
payment of such full cumulative dividends.  When dividends are not paid in full 
upon the Series A Preferred Stock and the Parity Dividend Stock, all dividends  
declared and paid or set aside for payment upon shares of Series A Preferred  
Stock and the Parity Dividend Stock shall be declared and paid or set aside
for payment pro rata so that the amount of dividends declared and paid or set
aside for payment per share on the Series A Preferred Stock and the Parity 
Dividend Stock shall in all cases bear to each other the same ratio that 
accrued dividends per share on the shares of Series A Preferred Stock and the
Parity Dividend Stock bear to each other.  
  
               (iii)  Any reference to "distribution" contained in this  
Subsection C shall not be deemed to include any stock dividend or distributions 
made in connection with any liquidation, dissolution or winding up of the  
Corporation, whether voluntary or involuntary.  
  
          D.  Liquidation Preference.  In the event of a liquidation,  
dissolution or winding up of the Corporation, whether voluntary or involuntary, 
the holders of shares of Series A Preferred Stock shall be entitled to receive  
out of the assets of the Corporation, whether such assets are capital or  
surplus of any nature, an amount equal to the dividends accrued and unpaid  
thereon to the date of final distribution to such holders, whether or not  
declared, without interest, and a sum equal to $50 per share, and no more,  
before any payment shall be made or any assets distributed to the holders of  
shares of Common Stock or any other class or series of the Corporation's  
capital stock ranking junior as to liquidation rights to the Series A Preferred 
Stock (the "Junior Liquidation Stock").  The entire assets of the Corporation,  
available for distribution after the liquidation preferences of any class or  
series of capital stock ranking prior to the Series A Preferred Stock are fully 
met, shall be distributed ratably among the holders of shares of the Series A  
Preferred Stock and any other class or series of the capital stock hereafter  
issued having parity as to liquidation rights with the Series A Preferred Stock 
in proportion to the respective accrued and unpaid dividends and preferential  
amounts to which each is entitled (but only to the extent of such accrued and  
unpaid dividends and preferential amounts) when such assets are not sufficient  
to pay in full the aggregate amounts payable thereon.  Neither a consolidation  
or merger of the Corporation with another corporation nor a sale or transfer of 
all or part of the Corporation's assets for cash, securities or other property  
will be considered a liquidation, dissolution or winding up of the Corporation. 
  
           E.  Redemption.  
  
               (i)  Subject to the limitations set forth below, the  
Corporation, at its option, may redeem at any time after the issuance thereof,  
the whole, or from time to time any part, of the Series A Preferred Stock;  
provided, however, that no shares of Series A Preferred Stock may be redeemed  
prior to June 1, 1989 unless the Closing Price (as defined below) of the Common 
Stock on each of at least 20 Trading Days (as defined below) out of a 30  
consecutive Trading Days' period ending within 5 Trading Days of the date of  
the notice of redemption shall have equalled or exceeded 150% of the then  
effective conversion price.  A "Trading Day" shall be any day on which the  
principal national securities exchange on which the Common Stock is admitted to 
trading or listed is open, or, if the Common Stock is not so admitted to  
trading or so listed, any day except Saturday, Sunday, a legal holiday or any  
day on which banking institutions in the City of New York are obligated or  
authorized to close.  The "Closing Price" for each day shall be the last  
reported sale price on that day or, in case no such reported sale takes place  
on such day, the average of the last reported bid and asked prices on that day, 
in either case, as reported in the consolidated transaction reporting system  
for the principal national securities exchange on which the Common Stock is  
admitted to trading or listed, or if not so listed or admitted to trading, the  
average of the highest reported bid and lowest reported asked prices as  
furnished by the National Association of Securities Dealers, Inc. Automated  
Quotation System ("NASDAQ") or such other nationally recognized quotation  
service selected by the Corporation for the purpose, if NASDAQ is not at the  
time furnishing quotations.  If the Common Stock is not publicly held or so  
listed or traded, the "Closing Price" shall mean the fair value per share as  
determined in good faith by the Board of Directors, whose determination shall  
be conclusive, and described in a resolution of the Board of Directors  
certified by the Secretary or an Assistant Secretary of the Corporation.  The  
redemption price per share will be the following if the Series A Preferred  
Stock is redeemed during the 12-month period ending June 1,   
  
                        Redemption            Redemption  
                 Year     Price         Year     Price      
  
                 1987     $53.750      1992     $51.875   
                 1988      53.375      1993      51.500   
                 1989      53.000      1994      51.125   
                 1990      52.625      1995      50.750   
                 1991      52.250      1996      50.375   
  
and will be $50 per share if redeemed at any time after June 1, 1996, plus, in  
each case, an amount in cash equal to all dividends on shares of Series A  
Preferred Stock accrued and unpaid thereon, whether or not declared, pro rata  
to the date fixed for redemption, such sum being hereinafter referred to as the 
"Redemption Price".  
  
               (ii)  In case of the redemption of less than all of the then  
outstanding shares of Series A Preferred Stock, the Corporation shall designate 
by lot, or in such other manner as the Board of Directors may determine, the  
shares to be redeemed, or shall effect such redemption pro rata.   
Notwithstanding the foregoing, the Corporation shall not redeem less than all  
of the shares of Series A Preferred Stock at any time outstanding, unless all  
dividends accrued and in arrears upon all shares of Series A Preferred Stock  
then outstanding shall have been paid for all past dividend periods, and until  
full dividends for the then current dividend period on all shares of Series A  
Preferred Stock then outstanding, other than the shares to be redeemed, shall  
have been paid or declared and the full amount thereof set apart for payment.  
  
               (iii)  Not more than 60 nor less than 30 days prior to the  
redemption date, notice by first class mail, postage prepaid, shall be given to 
the holders of record of the shares of Series A Preferred Stock to be redeemed, 
addressed to such stockholders at their last addresses as shown by the records  
of the Corporation.  
  
               (iv)  Any notice which is mailed as herein provided shall be  
conclusively presumed to have been duly given, whether or not the stockholder  
receives such notice; and failure to give such notice by mail, or any defect in 
such notice, to the holders of any shares designated for redemption shall not  
affect the validity of the proceedings for the redemption of any other shares  
of Series A Preferred Stock.  On or after the date fixed for redemption as  
stated in such notice, each holder of the shares called for redemption shall  
surrender the certificate evidencing such shares to the Corporation at the  
place designated in such notice and shall thereupon be entitled to receive  
payment of the Redemption Price.  If less than all the shares represented by  
any such surrendered certificate are to be redeemed, a new certificate shall be 
issued representing the unredeemed shares.  
  
               (v)  The Corporation shall, on or prior to the date fixed for  
redemption of any shares, but not earlier than 45 days prior to the date fixed  
for redemption, deposit with its transfer agent or other redemption agent  
selected by the Board of Directors, as a trust fund, a sum sufficient to redeem 
the shares called for redemption, with irrevocable instructions and authority  
to such transfer agent or other redemption agent to give or complete the notice 
of redemption thereof and to pay to the respective holders of such shares, as  
evidenced by a list of such holders certified by an officer of the Corporation, 
the Redemption Price upon surrender of their respective share certificates.   
Such deposit shall be deemed to constitute full payment of such shares to their 
holders; and from and after the date of such deposit, all rights of the holders 
of the shares of Series A Preferred Stock to be redeemed, as stockholders of  
the Corporation with respect to such shares, except the right to receive the  
Redemption Price, without interest, upon the surrender of their respective  
certificates, and except the right to convert their shares into Common Stock as 
provided in Subsection F, shall cease and terminate.  No dividends shall accrue 
on any shares of Series A Preferred Stock called for redemption after the date  
fixed for redemption (unless the Corporation shall fail to deposit the sum  
sufficient to redeem all shares called for redemption).  In case holders of any 
shares of Series A Preferred Stock called for redemption shall not, within one  
year after such deposit, claim the amount deposited for redemption thereof,  
such transfer agent or other redemption agent shall, upon demand, pay over to  
the Corporation the balance of such amount so deposited.  Thereupon, such  
transfer agent or other redemption agent shall be relieved of all  
responsibility to the holders thereof and the sole right of such holders shall  
be as general creditors of the Corporation.  To the extent that shares of  
Series A Preferred Stock called for redemption are converted into Common Stock  
prior to the date fixed for redemption, the amount deposited by the Corporation 
to redeem such shares shall immediately be returned to the Corporation.  Any  
interest accrued on any funds so deposited shall belong to the Corporation, and 
shall be paid to it from time to time on demand.  
  
          F.  Conversion.  
  
               (i)  On or after the issuance thereof, the holders of shares of  
Series A Preferred Stock may, at the option of the holders thereof, upon  
surrender of the certificates therefor, convert any or all of their shares of  
Series A Preferred Stock into fully paid and nonassessable shares of Common  
Stock and such other securities and property as hereafter provided.  The  
conversion price, which shall be subject to adjustment as provided in Paragraph 
(ii), shall be $29.93 ("Conversion Price").  For the purposes of calculating  
the number of shares of Common Stock into which the Series A Preferred Stock is 
convertible at the Conversion Price, the price per share of Series A Preferred  
Stock is $50.  
  
               (ii)  The Conversion Price shall be subject to adjustment from  
time to time as follows:  
  
                    (a)  In case the Corporation shall (i) declare a dividend  
or make a distribution on the outstanding shares of its Common Stock in shares  
of its Common Stock, (ii) subdivide or reclassify the outstanding shares of its 
Common Stock into a greater number of shares, or (iii) combine or reclassify  
the outstanding shares of its Common Stock into a smaller number of shares, the 
Conversion Price in effect at the time of the record date for such dividend or  
distribution or the effective date of such subdivision, combination or  
reclassification, and the number and kind of shares of capital stock issuable  
on such date, shall be proportionately adjusted so that the holder of any  
shares of Series A Preferred Stock surrendered for conversion after such time  
shall be entitled to receive the number and kind of shares of capital stock  
which he would have owned or been entitled to receive had such shares of Series 
A Preferred Stock been converted immediately prior to such time.  Any shares of 
Common Stock issuable in payment of a dividend shall be deemed to have been  
issued immediately prior to the time of the record date for such dividend for  
purposes of calculating the number of outstanding shares of Common Stock under  
Subsections (b) and (c) below.  Such adjustment shall be made successively  
whenever any event specified above shall occur.  
  
                    (b)  In case the Corporation shall fix a record date for  
the issuance of rights, options or warrants to all holders of shares of Common  
Stock entitling them (for a period expiring within 45 calendar days after such  
record date) to subscribe for or purchase shares of Common Stock (or securities 
convertible into shares of Common Stock) at a price per share (or having a  
conversion price per share) less than the Closing Price of a share of Common  
Stock on such record date, the Conversion Price shall be adjusted immediately  
thereafter so that it shall equal the price determined by multiplying the  
Conversion Price in effect immediately prior thereto by a fraction, of which  
the numerator shall be the number of shares of Common Stock outstanding on such 
record date plus the number of shares of Common Stock which the aggregate  
offering price of the total number of shares of such Common Stock so offered  
(or the aggregate initial conversion price of the convertible securities so  
offered) would purchase on that day at the Closing Price, and of which the  
denominator shall be the number of shares of Common Stock outstanding on such  
record date plus the number of additional shares of Common Stock offered for  
subscription or purchase (or into which the convertible securities so offered  
are initially convertible).  Shares of Common Stock owned by or held for the  
account of the Corporation shall not be deemed outstanding for the purpose of  
any such computation.  Such adjustment shall be made successively whenever such 
record date is fixed.  In the event that such rights, options, warrants or  
convertible securities are not so issued, the Conversion Price then in effect  
shall be readjusted to the conversion price which would then be in effect if  
such record date had not been fixed.  
  
                    (c)  In case the Corporation shall fix a record date for  
the making of a distribution to all holders of shares of Common Stock (i) of  
shares of any class of capital stock other than Common Stock or (ii) of  
evidences of its indebtedness or (iii) of assets (excluding cash dividends or  
distributions, and dividends or distributions referred to in Subsection (a)  
above) or (iv) of rights or warrants (excluding those referred to in Subsection 
(b) above), then, in each such case, the Conversion Price in effect immediately 
thereafter shall be determined by multiplying the Conversion Price in effect  
immediately prior thereto by a fraction, of which the numerator shall be the  
total number of shares of Common Stock outstanding multiplied by the Closing  
Price per share on such record date, less the fair market value (as determined  
in good faith by the Board of Directors, whose determination shall be  
conclusive, and described in a resolution of the Board of Directors certified  
by the Secretary or an Assistant Secretary of the Corporation) of said shares  
or evidences of indebtedness or assets or rights or warrants so distributed,  
and of which the denominator shall be the total number of shares of Common  
Stock outstanding multiplied by such Closing Price per share.  Such adjustment  
shall be made successively whenever such a record date is fixed.  In the event  
that such distribution is not so made, the Conversion Price then in effect  
shall be readjusted to the Conversion Price which would then be in effect if  
such record date had not been fixed.  
  
                    (d)  In any case in which this Paragraph (ii) shall require 
that an adjustment shall become effective immediately after a record date for  
an event, the Corporation may defer until the occurrence of such event (i)  
issuing to the holder of any shares of Series A Preferred Stock converted after 
such record date and before the occurrence of such event the additional shares  
of Common Stock and other capital stock or securities, if any, issuable upon  
such conversion by reason of the adjustment required by such event over and  
above the shares of Common Stock and other capital stock or securities, if any, 
issuable upon such conversion before giving effect to such adjustment and (ii)  
paying to such holder any amount in cash in lieu of a fractional share pursuant 
to Paragraph (iii) of this Subsection F; provided, however, that the  
Corporation shall deliver to such holder a due bill or other appropriate  
instrument evidencing such holder's rights to receive such additional shares of 
Common Stock and other capital stock or securities, if any, and such cash, upon 
the occurrence of the event requiring such adjustment.  
  
                    (e)   No adjustment in the conversion price shall be  
required unless such adjustment would require an increase or decrease of at  
least 1% of such price then in effect; provided, however, that any adjustment  
which by reason of this Subsection (e) is not required to be made shall be  
carried forward and taken into account in any subsequent adjustment.  
  
                    (f)  All calculations under this Paragraph (ii) shall be  
made to the nearest cent or to the nearest one-hundredth of a share of Common  
Stock as the case may be.  
  
                    (g)  Anything in this Paragraph (ii) to the contrary  
notwithstanding, the Corporation shall be entitled to make such reductions in  
the Conversion Price, in addition to those adjustments expressly required by  
this Paragraph (ii), as and to the extent that it in its sole discretion shall  
determine to be advisable in order that any consolidation or subdivision of the 
Common Stock, issuance wholly for cash of any Common Stock at less than the  
Closing Price on the record date, issuance wholly for cash of Common Stock or  
securities which by their terms are convertible into or exchangeable for Common 
Stock, dividends on Common Stock payable in Common Stock or issuance of rights, 
options or warrants referred to hereinabove in Subsection (b), hereafter made  
by the Corporation to holders of shares of Common Stock shall not be taxable to 
such stockholders.  
  
                    (h)  If as a result of adjustment made pursuant to  
Subsection (a), the holders of shares of Series A Preferred Stock thereafter  
converted shall become entitled to receive any shares of capital stock of the  
Corporation other than Common Stock, thereafter the number of such other shares 
so receivable upon conversion of any share of Preferred Stock shall be subject  
to adjustment from time to time in a manner and on terms as nearly equivalent  
as practicable to the provisions with respect to the Common Stock contained in  
Subsections (a) through (c), inclusive.  
  
               (iii)  No fractional shares of Common Stock and other capital  
stock or securities, if any, or scrip representing fractional shares of Common  
Stock and other capital stock or securities, if any, shall be issued upon the  
conversion of any share or shares of Series A Preferred Stock.  If the  
conversion of a share or shares of Series A Preferred Stock results in a  
fraction, an amount equal to such fraction multiplied by the Closing Price of  
the Common Stock and other capital stock or securities, if any, on the Trading  
Day prior to the conversion shall be paid to such holder in cash by the  
Corporation.  The "Closing Price" for other capital stock or securities shall  
be determined in the same manner and with the same effect as the "Closing  
Price" for the Common Stock as defined in Subsection E(i).  
  
               (iv)  The right of the holders of shares of Series A Preferred  
Stock to convert their shares shall be exercised by surrendering for such  
purpose to the Corporation or its agent, as provided above, certificates  
representing shares to be converted, duly endorsed in blank or accompanied by  
proper instruments of transfer.  The Corporation shall not, however, be  
required to pay any tax which may be payable in respect of any transfer  
involved in the issue and delivery upon conversion of shares of Common Stock or 
other capital stock or securities or property in a name other than that of the  
registered holder of the shares of the Series A Preferred Stock being  
converted, and the Corporation shall not be required to issue or deliver any  
such shares of Common Stock or other capital stock or securities or property  
unless and until the person or persons requesting the issuance thereof shall  
have paid to the Corporation the amount of any such tax or shall have  
established to the satisfaction of the Corporation that such tax has been paid  
or that no such tax is due.  
  
               (v)  A number of shares of the authorized but unissued Common  
Stock sufficient to provide for the conversion of the Series A Preferred Stock  
outstanding upon the basis herein provided shall at all times be reserved by  
the Corporation, free from preemptive rights, for such conversion, subject to  
the provisions of the next succeeding paragraph.  If the Corporation shall  
issue any securities or make any change in its capital structure which would  
change the number of shares of Common Stock into which each share of the Series 
A Preferred Stock shall be convertible as herein provided, the Corporation  
shall at the same time also make proper provision so that thereafter there  
shall be a sufficient number of shares of Common Stock authorized and reserved, 
free from preemptive rights, for conversion of the outstanding Series A  
Preferred Stock on the new basis.  
  
               (vi)  In case of any consolidation or merger of the Corporation  
with any other corporation (other than a wholly-owned subsidiary of the  
Corporation or a merger in which the Corporation is the surviving or continuing 
corporation and its capital stock is unchanged), or in case of any sale or  
transfer of all or substantially all of the assets of the Corporation, or in  
the case of any share exchange pursuant to which all of the outstanding shares  
of Common Stock are converted into other capital stock or securities or  
property, the Corporation shall make appropriate provision or cause appropriate 
provision to be made so that the holders of shares of Series A Preferred Stock  
then outstanding shall have the right thereafter to convert each such share of  
Series A Preferred Stock into the kind and amount of shares of capital stock  
and other securities and property receivable upon such consolidation, merger,  
sale, transfer or share exchange by a holder of the number of shares of Common  
Stock and other capital stock or securities, if any, into which each such share 
of Series A Preferred Stock might have been converted immediately prior to such 
consolidation, merger, sale, transfer or share exchange.  If in connection with 
any such consolidation, merger, sale, transfer or share exchange, each holder  
of shares of Common Stock is entitled to elect to receive alternative forms of  
consideration upon completion of such transaction, the Corporation shall  
provide or cause to be provided to each holder of Series A Preferred Stock upon 
conversion thereof the shares of capital stock or other securities or property  
receivable by a holder of Common Stock who failed to make an election with  
respect to the form of consideration receivable in such consolidation, merger,  
sale, transfer or share exchange.  The Corporation shall not effect any such  
transaction unless the provisions of this paragraph have been complied with.   
The above provisions shall similarly apply to successive consolidations,  
mergers, sales, transfers or share exchanges.  
  
               (vii)  Upon the surrender of certificates representing shares of 
Series A Preferred Stock, the person converting shall be deemed to be the  
holder of record at such time of the shares of Common Stock issuable on such  
conversion and all rights with respect to the shares of Series A Preferred  
Stock surrendered shall forthwith terminate except the right to receive the  
shares of Common Stock or other capital stock or securities or property as  
herein provided.  Except as otherwise provided in Paragraph (ii), no adjustment 
in the Conversion Price shall be made at the time of conversion in respect of  
distributions or dividends therefore declared and paid or payable on the Common 
Stock.  
  
          G.  Voting Rights.  
  
               (i)  The holders of shares of Series A Preferred Stock will not  
have any voting rights except as set forth below or as otherwise from time to  
time required by law.  If, on the date used to determine stockholders of record 
for any meeting of stockholders of the Corporation at which directors are to be 
elected, dividends on the Series A Preferred Stock and on any other class or  
series of Parity Dividend Stock shall be in arrears in an amount equal to at  
least six quarterly dividends (whether or not consecutive), the number of  
members of the Board of Directors shall be increased by two as of the date of  
such meeting and the holders of shares of Series A Preferred Stock (voting  
separately as a class with the holders of all other affected classes or series  
of the Parity Dividend Stock upon which like voting rights have been conferred  
and are exercisable) shall be entitled to vote for and elect such two  
additional directors of the Board.  The right of the holders of Series A  
Preferred Stock to vote for such two additional directors shall terminate when  
all accrued and unpaid dividends on the Series A Preferred Stock have been  
declared and paid or set apart for payment.  The term of office of the  
directors so elected shall terminate immediately upon the termination of the  
right of the holders of shares of Series A Preferred Stock and such Parity  
Dividend Stock to vote for such two additional directors.  In connection with  
such right to vote, each holder of shares of Series A Preferred Stock will have 
one vote for each share held.  
  
               (ii)  Without the consent or affirmative vote of the holders of  
at least two-thirds of the outstanding shares of Series A Preferred Stock,  
voting separately as a class with all other affected series of capital stock  
ranking on a parity either as to dividends or upon liquidation with the Series  
A Preferred Stock, the Corporation shall not authorize, create or issue, or  
increase the authorized amount of, any class or series of capital stock ranking 
prior to the Series A Preferred Stock as to dividends or upon liquidation.   
Without the consent or affirmative vote of the holders of at least a majority  
of the outstanding shares of Series A Preferred Stock, voting separately as a  
class with all other affected series of capital stock ranking on a parity  
either as to dividends or upon liquidation with the Series A Preferred Stock,  
the Corporation shall not increase the authorized amount of any class or series 
of capital stock ranking on a parity either as to dividends or upon liquidation 
with the Series A Preferred Stock; provided, however, that no such consent or  
vote will be required for the issuance of Preferred Stock ranking on a parity  
with such series from the authorized but unissued Preferred Stock.  No consent  
or vote of the holders of the outstanding shares of Series A Preferred Stock  
shall be required to authorize, create or issue, or increase the authorized  
amount of, any class or series of capital stock ranking junior to the Series A  
Preferred Stock as to dividends and upon liquidation.  
  
               (iii)  The affirmative vote or consent of the holders of at  
least a majority of the outstanding shares of Series A Preferred Stock, voting  
separately as a class with all other series of capital stock ranking on a  
parity either as to dividends or upon liquidation with the Series A Preferred  
Stock, shall be required for any amendment, alteration or repeal, of the  
Corporation's Certificate of Incorporation, if the amendment, alteration or  
repeal alters or changes the powers, preferences or special rights of the  
Series A Preferred Stock and any such series so as to affect them materially  
and adversely; provided, however, that in any case in which one or more, but  
not all, such series would be adversely affected as to the powers, preferences  
or special rights thereof, the affirmative vote of the holders of at least a  
majority of the outstanding shares of all such series that would be adversely  
affected, voting as a class, shall be required, and the holders of shares of  
any series that would not be adversely affected shall not be entitled to vote  
thereon.  
  
     Section 5.  At the effective time of the amendment to Article IV, Section  
1 of this Restated Certificate of Incorporation authorizing the Corporation to  
issue shares of Common Stock, par value $.01 per share, each share of Common  
Stock, par value $5 per share, of the Corporation issued and outstanding or  
held in the treasury of the Corporation immediately prior to such effective  
time, shall be changed into and reclassified as one share of Common Stock, par  
value $.01 per share.  To reflect such change and reclassification, each  
certificate representing shares of Common Stock, par value $5 per share,  
theretofore issued and outstanding or held in the treasury of the Corporation  
shall, from and after such effective time, represent a like number of shares of 
Common Stock, par value $.01 per share.  
  
                                         ARTICLE V  
  
     Section 1.  Vote Required for Certain Business Combinations.  
  
          A.  Higher Vote for Certain Business Combinations.  In addition to  
any affirmative vote required by law or this Restated Certificate of  
Incorporation, and except as otherwise expressly provided in Section 2 of this  
Article V:  
  
               (i)  any merger or consolidation of the Corporation or any  
Subsidiary (as hereinafter defined) with (a) any Interested Stockholder (as  
hereinafter defined) or (b) any other corporation (whether or not itself an  
Interested Stockholder) which is, or after such merger or consolidation would  
be, an Affiliate (as hereinafter defined) of an Interested Stockholder; or  
  
               (ii)  any sale, lease, exchange, mortgage, pledge, transfer or  
other disposition (in one transaction or a series of transactions) to or with  
any Interested Stockholder or any Affiliate of any Interested Stockholder of  
any assets of the Corporation or any Subsidiary having an aggregate Fair Market 
Value of $50,000,000 or more; or  
  
               (iii)  the issuance or transfer by the Corporation or any  
Subsidiary (in one transaction or a series of transactions) of any securities  
of the Corporation or any Subsidiary to any Interested Stockholder or any  
Affiliate of any Interested Stockholder in exchange for cash, securities or  
other property (or a combination thereof) having an aggregate Fair Market Value 
of $50,000,000 or more; or  
  
               (iv)  the adoption of any plan or proposal for the liquidation  
or dissolution of the Corporation proposed by or on behalf of an Interested  
Stockholder or any Affiliate of any Interested Stockholder; or  
  
               (v)  any reclassification of securities (including any reverse  
stock split), or recapitalization of the Corporation, or any merger or  
consolidation of the Corporation with any of its Subsidiaries or any other  
transaction (whether or not with or into or otherwise involving an Interested  
Stockholder) which has the effect, directly or indirectly, of increasing the  
proportionate share of the outstanding shares of any class or equity or  
convertible securities of the Corporation or any Subsidiary which is directly  
or indirectly owned by any Interested Stockholder or any Affiliate of any  
Interested Stockholder;  
  
shall require the affirmative vote of the holders of at least 80% of the voting 
power of the then outstanding shares of capital stock of the Corporation  
entitled to vote generally in the election of directors (the "Voting Stock"),  
voting together as a single class (it being understood that for purposes of  
this Article V, each share of the Voting Stock shall have the number of votes  
granted to it pursuant to Article IV of this Restated Certificate of  
Incorporation).  Such affirmative vote shall be required notwithstanding the  
fact that no vote may be required, or that a lesser percentage may be  
specified, by law or in any agreement with any national securities exchange or  
otherwise.  
  
          B.  Definition of "Business Combination".  The term "Business  
Combination" as used in this Article V shall mean any transaction which is  
referred to in any one or more of clauses (i) through (v) of Paragraph A of  
this Section I.  
  
     Section 2.  When Higher Vote is Not Required.  The provisions of Section 1 
of this Article V shall not be applicable to any particular Business  
Combination, and such Business Combination shall require only such affirmative  
vote as is required by law and any other provisions of this Restated  
Certificate of Incorporation, if all of the conditions specified in either the  
following Paragraphs A and B are met:   
  
          A.  Approval by Disinterested Directors.  The Business Combination  
shall have been approved by a majority of the Disinterested Directors (as  
hereinafter defined).  
  
          B.  Price and Procedure Requirements.  All of the following  
conditions shall have been met:  
  
               (i)  The aggregate amount of the cash and the Fair Market Value  
(as hereinafter defined) as of the date of the consummation of the Business  
Combination of consideration other than cash to be received per share by  
holders of Common Stock in such Business Combination shall be at least equal to 
the higher of the following:  
  
                    (a)  (if applicable) the highest per share price (including 
any brokerage commission, transfer taxes and soliciting dealers' fees) paid by  
the Interested Stockholder for any shares of Common Stock (or for any shares of 
common stock of Burroughs Corporation, a Michigan corporation, the predecessor  
to the Corporation) acquired by it (1) within the two-year period immediately  
prior to the first public announcement of the proposal of the Business  
Combination (the "Announcement Date") or (2) in the transaction in which it  
became an Interested Stockholder, whichever is higher; and  
  
                    (b)  the Fair Market Value per share of Common Stock (or  
for any shares of common stock of Burroughs Corporation, a Michigan  
corporation, the predecessor of the Corporation) on the Announcement Date or on 
the date on which the Interested Stockholder became an Interested Stockholder  
(such latter date is referred to in this Article V as the "Determination  
Date"), whichever is higher.  
  
               (ii)  The aggregate amount of the cash and the Fair Market Value 
as of the date of the consummation of the Business Combination of consideration 
other than cash to be received per share by holders of shares of any other  
class of outstanding Voting Stock shall be at least equal to the highest of the 
following (it being intended that the requirements of this paragraph B(ii)  
shall be required to be met with respect to every class of outstanding Voting  
Stock, whether or not the Interested Stockholder has previously acquired any  
shares of a particular class of Voting Stock):  
  
                    (a)  (if applicable) the highest per share price (including 
any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by 
the Interested Stockholder for any shares of such class of Voting Stock  
acquired by it (1) within the two-year period immediately prior to the  
Announcement Date or (2) in the transaction in which it became an Interested  
Stockholder, whichever is higher;  
  
                    (b)  (if applicable) the highest preferential amount per  
share to which the holders of shares of such class of Voting Stock are entitled 
in the event of any voluntary or involuntary liquidation, dissolution or  
winding up of the Corporation; and  
  
                    (c)  the Fair Market Value per share of such class of  
Voting Stock on the Announcement Date or on the Determination Date, whichever  
is higher.  
  
               (iii)  The consideration to be received by holders of a  
particular class of outstanding Voting Stock (including Common Stock) shall be  
in cash or in the same form as the Interested Stockholder has previously paid  
for shares of such class of Voting Stock.  If the Interested Stockholder has  
paid for shares of any class of Voting Stock with varying forms of  
consideration, the form of consideration for such class of Voting Stock shall  
be either cash or the form used to acquire the largest number of shares of such 
class of Voting Stock previously acquired by it.  
  
               (iv)  After such Interested Stockholder has become an Interested 
Stockholder and prior to the consummation of such Business Combination: (a)  
except as approved by a majority of the Disinterested Directors, there shall  
have been no failure to declare and pay at the regular date therefor any full  
quarterly dividends (whether or not cumulative) on the outstanding Preferred  
Stock; (b) there shall have been (1) no reduction in the annual rate of  
dividends paid on the Common Stock (except as necessary to reflect any  
subdivision of the Common Stock), except as approved by a majority of the  
Disinterested Directors, and (2) an increase in such annual rate of dividends  
as necessary to reflect any reclassification (including any reverse stock  
split), recapitalization, reorganization or any similar transaction which has  
the effect of reducing the number of outstanding shares of the Common Stock,  
unless the failure so to increase such annual rate is approved by a majority of 
the Disinterested Directors; and (c) such Interested Stockholder shall have not 
become the beneficial owner of any additional shares of Voting Stock except as  
part of the transaction which results in such Interested Stockholder becoming  
an Interested Stockholder.  
  
               (v)  After such Interested Stockholder has become an Interested  
Stockholder, such Interested Stockholder shall not have received the benefit,  
directly or indirectly (except proportionately as a stockholder), of any loans, 
advances, guarantees, pledges or other financial assistance or any tax credits  
or other tax advantages provided by the Corporation, whether in anticipation of 
or in connection with such Business Combination or otherwise.  
  
               (vi)  A proxy or information statement describing the proposed  
Business Combination and complying with the requirements of the Securities  
Exchange Act of 1934 and the rules and regulations thereunder (or any  
subsequent provisions replacing such Act, rules or regulations) shall be mailed 
to public stockholders of the Corporation at least 30 days prior to the  
consummation of such Business Combination (whether or not such proxy or  
information statement is required to be mailed pursuant to such Act or  
subsequent provisions).  
  
     Section 3.  Certain Definitions.  For the purpose of this Article V:  
  
          A.  A "person" shall mean any individual or firm, corporation,  
partnership, limited partnership, joint venture, trust, unincorporated  
association or other entity.  
  
          B.  "Interested Stockholder" shall mean any person (other than the  
Corporation or any Subsidiary) who or which:  
  
               (i)  is the beneficial owner, directly or indirectly, of more  
than 20% of the voting power of the outstanding Voting Stock; or  
  
               (ii)  is an Affiliate of the Corporation and at any time within  
the two-year period immediately prior to the date in question was the  
beneficial owner, directly or indirectly, of 20% or more of the voting power of 
then outstanding Voting Stock; or  
  
               (iii)  is an assignee of or has otherwise succeeded to any  
shares of Voting Stock which were at any time within the two-year period  
immediately prior to the date in question beneficially owned by any Interested  
Stockholder, if such assignment or succession shall have occurred in the course 
of a transaction or series of transactions not involving a public offering  
within the meaning of the Securities Act of 1933.  
  
          C.  A person shall be a "beneficial owner" of any Voting Stock:  
  
               (i)  which such person or any of its Affiliates or Associates  
(as hereinafter defined) beneficially owns, directly or indirectly; or  
  
               (ii)  which such person or any of its Affiliates or Associates  
has (a) the right to acquire (whether such right is exercisable immediately or  
only after the passage of time), pursuant to any agreement, arrangement or  
understanding or upon the exercise of conversion rights, exchange rights,  
warrants or options, or otherwise, or (b) the right to vote pursuant to any  
agreement, arrangement or understanding; or  
  
               (iii)  which are beneficially owned, directly or indirectly, by  
any other person with which such person or any of its Affiliates or Associates  
has any agreement, arrangement or understanding for the purpose of acquiring,  
holding, voting or disposing of any shares of Voting Stock.  
  
          D.  For the purpose of determining whether a person is an Interested  
Stockholder pursuant to Paragraph B of this Section 3, the number of shares of  
Voting Stock deemed to be outstanding shall include shares deemed owned through 
application of Paragraph C of this Section 3, but shall not include any other  
shares of Voting Stock which may be issuable pursuant to any agreement,  
arrangement or understanding, or upon exercise of conversion rights, warrants  
or options, or otherwise.  
  
          E.  "Affiliate" or "Associate" shall have the respective meanings  
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under 
the Securities Exchange Act of 1934, as in effect on February 24, 1984.  
  
          F.  "Subsidiary" means any corporation of which a majority of any  
class of equity security is owned, directly or indirectly, by the Corporation;  
provided, however, that for the purposes of the definition of Interested  
Stockholder set forth in Paragraph B of this Section 3, the term "Subsidiary"  
shall mean only a corporation of which a majority of each class of equity  
security is owned, directly or indirectly, by the Corporation.  
  
          G.  "Disinterested Director" means any member of the Board of  
Directors of the Corporation (the "Board") who is unaffiliated with the  
Interested Stockholder and was a member of the Board prior to the time that the 
Interested Stockholder became an Interested Stockholder, and any successor of a 
Disinterested Director who is not an affiliate of the Interested Stockholder  
and is recommended to succeed a Disinterested Director by a majority of  
Disinterested Directors then on the Board.  
  
          H.  "Fair Market Value" means (i) in the case of stock, the highest  
closing sale price during the 30-day period immediately preceding the date in  
question of a share of such stock on the Composite Tape for New York Stock  
Exchange - Listed Stocks, or, if such stock is not quoted on the Composite  
Tape, on the New York Stock Exchange, or, if such stock is not listed on the  
Exchange, on the principal United States securities exchange registered under  
the Securities Exchange Act of 1934 on which such stock is listed, or, if such  
stock is not listed on any such exchange, the highest closing bid quotation  
with respect to a share of such stock during the 30-day period preceding the  
date in question on the National Association of Securities Dealers, Inc.  
Automated Quotation System or any system then in use, or if no such quotations  
are available, the fair market value on the date in question of a share of such 
stock as determined by the Board in good faith; and (ii) in the case of  
property other than cash or stock, the fair market value of such property on  
the date in question as determined by the Board in good faith.  
  
          I.  In the event of any Business Combination in which the Corporation 
survives, the phrase "other consideration to be received" as used in Paragraphs 
B(i) and (ii) of Section 2 of this Article V shall include the shares of Common 
Stock and/or the shares of any other class of outstanding Voting Stock retained 
by the holders of such shares.  
  
     Section 4.  Powers of the Board of Directors.  
  
        A majority of the directors of the Corporation shall have the power and 
duty to determine for the purposes of this Article V, on the basis of  
information known to them after reasonable inquiry, (A) whether a person is an  
Interested Stockholder, (B) the number of shares of Voting Stock beneficially  
owned by any persons, (C) whether a person is an Affiliate or Associate of  
another and (D) whether the assets which are the subject of any Business  
Combination have, or the consideration to be received for the issuance or  
transfer of securities by the Corporation or any Subsidiary in any Business  
Combination has, an aggregate Fair Market Value of $50,000,000 or more.  
  
     Section 5.  No Effect on Fiduciary Obligations of Interested Stockholders. 
Nothing contained in this Article V shall be construed to relieve any  
Interested Stockholder from any fiduciary obligation imposed by law.  
  
                                        ARTICLE VI  
  
                                     BOARD OF DIRECTORS  
  
     Section 1.  Number.  The business and affairs of the Corporation shall be  
managed under the direction of the Board of Directors which, subject to any  
right of the holders of any series of Preferred Stock then outstanding to elect 
additional directors under specified circumstances, shall consist of not less  
than 10 nor more than 20 persons.  The exact number of directors within the  
minimum and maximum limitations specified in the preceding sentence shall be  
fixed from time to time by the Board of Directors pursuant to a resolution  
adopted by a majority of the entire Board of Directors.  
  
     Section 2.  Terms.  The directors other than those who may be elected by  
the holders of any class or series of stock having a preference over the Common 
Stock as to dividends or upon liquidation, shall be divided into three classes, 
as nearly equal in number as possible, with the term of office of the first  
class to expire at the 1985 Annual Meeting of Stockholders, the term of office  
of the second class to expire at the 1986 Annual Meeting of Stockholders and  
the term of office of the third class to expire at the 1987 Annual Meeting of  
Stockholders.  At each Annual Meeting of Stockholders following such initial  
classification and election, directors elected to succeed those directors whose 
terms expire shall be elected for a term of office to expire at the third  
succeeding Annual Meeting of Stockholders after their election.  
  
     Section 3.  Stockholder Nomination of Director Candidates.  Advance notice 
of stockholder nominations for the election of directors shall be given in the  
manner provided in the Bylaws of the Corporation.  
  
     Section 4.  Newly Created Directorships and Vacancies.  Subject to the  
rights of the holders of any series of Preferred Stock then outstanding, newly  
created directorships resulting from any increase in the authorized number of  
directors or any vacancies in the Board of Directors resulting from death,  
resignation, retirement, disqualification, removal from office or other cause  
shall be filled by a majority vote of the directors then in office, and  
directors so chosen shall hold office for a term expiring at the Annual Meeting 
of Stockholders at which the term of the class to which they have been elected  
expires.  No decrease in the number of directors constituting the Board of  
Directors shall shorten the term of any incumbent director.  
  
     Section 5.  Removal.  Subject to the rights of the holders of any series  
of Preferred Stock then outstanding, any director, or the entire Board of  
Directors, may be removed from office at any time, but only for cause and only  
by the affirmative vote of the holders of at least 80% of the voting power of  
all of the shares of the Corporation entitled to vote generally in the election 
of directors, voting together as a single class.  
  
                                       ARTICLE VII  
  
                                    STOCKHOLDER ACTION  
  
     Any action required or permitted to be taken by the stockholders of the  
Corporation must be effected at a duly called annual or special meeting of  
stockholders of the Corporation and may not be effected by any consent in  
writing by such stockholders.  Except as otherwise required by law and subject  
to the rights of the holders of any class or series of stock having a  
preference over the Common Stock as to dividends or upon liquidation, special  
meetings of stockholders of the Corporation may be called only by the Board of  
Directors pursuant to a resolution approved by a majority of the entire Board  
of Directors.  
  
                                        ARTICLE VIII  
  
                                      BYLAW AMENDMENTS  
  
     The Board of Directors shall have power to make, alter, amend and repeal  
the Bylaws of the Corporation (except so far as the Bylaws of the Corporation  
adopted by the stockholders shall otherwise provide).  Any Bylaws made by the  
Directors under the powers conferred hereby may be altered, amended or repealed 
by the Directors or by the stockholders.  Notwithstanding the foregoing and  
anything contained in this Restated Certificate of Incorporation or the Bylaws  
to the contrary, Sections 2 and 3 of Article I and Sections 1 through 5 of  
Article II of the Bylaws shall not be altered, amended or repealed and no  
provision inconsistent therewith shall be adopted without the affirmative vote  
of the holders of at least 80% of the voting power of all the shares of the  
Corporation entitled to vote generally in the election of directors, voting  
together as a single class.  
  
                                        ARTICLE IX  
  
                                       AMENDMENTS TO  
                                CERTIFICATE OF INCORPORATION  
  
     Notwithstanding any other provisions of the Certificate of Incorporation  
or the Bylaws of the Corporation (and notwithstanding the fact that a lesser  
percentage may be specified by law, this Certificate of Incorporation or the  
Bylaws of the Corporation), the affirmative vote of the holders of 80% or more  
of the voting power of the shares of the then outstanding voting stock of the  
Corporation, voting together as a single class, shall be required to amend or  
repeal, or adopt any provisions inconsistent with, Articles V, VI, VII, VIII or 
this Article IX of this Restated Certificate of Incorporation.  
  
                                         ARTICLE X  
  
     Section 1.  Elimination of Certain Liability of Directors.  A director of  
the Corporation shall not be personally liable to the Corporation or its  
stockholders for monetary damages for breach of fiduciary duty as a director,  
except for liability (i) for any breach of the director's duty of loyalty to  
the Corporation or its stockholders, (ii) for acts or omissions not in good  
faith or which involve intentional misconduct or a knowing violation of law,  
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for  
any transaction from which the director derived an improper personal benefit.  
  
     Section 2.  Indemnification and Insurance.  
  
          (a)  Right to Indemnification.  Each person who was or is made a  
party or is threatened to be made a party to or is involved in any action, suit 
or proceeding, whether civil, criminal, administrative or investigative  
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person 
of whom he or she is the legal representative, is or was a director or officer, 
of the Corporation or is or was serving at the request of the Corporation as a  
director, officer, employee or agent of another corporation or of a  
partnership, joint venture, trust or other enterprise, including service with  
respect to employee benefit plans, whether the basis of such proceeding is  
alleged action in an official capacity as a director, officer, employee or  
agent or in any other capacity while serving as a director, officer, employee  
or agent, shall be indemnified and held harmless by the Corporation to the  
fullest extent authorized by the Delaware General Corporation Law, as the same  
exists or may hereafter be amended (but, in the case of any such amendment,  
only to the extent that such amendment permits the Corporation to provide  
broader indemnification rights than said law permitted the Corporation to  
provide prior to such amendment), against all expense, liability and loss  
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties  
and amounts paid or to be paid in settlement) reasonably incurred or suffered  
by such person in connection therewith and such indemnification shall continue  
as to a person who has ceased to be a director, officer, employee or agent and  
shall inure to the benefit of his or her heirs, executors and administrators;  
provided, however, that, except as provided in Paragraph (b) hereof, the  
Corporation shall indemnify any such person seeking indemnification in  
connection with a proceeding (or part thereof) initiated by such person only if 
such proceeding (or part thereof) was authorized by the Board of Directors of  
the Corporation.  The right to indemnification conferred in this Section shall  
be a contract right and shall include the right to be paid by the Corporation  
the expenses incurred in defending any such proceeding in advance of its final  
disposition; provided, however, that, if the Delaware General Corporation Law  
requires, the payment of such expenses incurred by a director or officer in his 
or her capacity as a director or officer (and not in any other capacity in  
which service was or is rendered by such person while a director or officer,  
including, without limitation, service to an employee benefit plan) in advance  
of the final disposition of a proceeding, shall be made only upon delivery to  
the Corporation of an undertaking, by or on behalf of such director or officer, 
to repay all amounts so advanced if it shall ultimately be determined that such 
director or officer is not entitled to be indemnified under this Section or  
otherwise.  The Corporation may, by action of its Board of Directors, provide  
indemnification to employees and agents of the Corporation with the same scope  
and effect as the foregoing indemnification of directors and officers.  
  
          (b)  Right of Claimant to Bring Suit.  If a claim under Paragraph (a) 
of this Section is not paid in full by the Corporation within thirty days after 
a written claim has been received by the Corporation, the claimant may at any  
time thereafter bring suit against the Corporation to recover the unpaid amount 
of the claim and, if successful in whole or in part, the claimant shall be  
entitled to be paid also the expense of prosecuting such claim.  It shall be a  
defense to any such action (other than an action brought to enforce a claim for 
expenses incurred in defending any proceeding in advance of its final  
disposition where the required undertaking, if any is required, has been  
tendered to the Corporation) that the claimant has not met the standards of  
conduct which make it permissible under the Delaware General Corporation Law  
for the Corporation to indemnify the claimant for the amount claimed, but the  
burden of providing such defense shall be on the Corporation.  Neither the  
failure of the Corporation (including its Board of Directors, independent legal 
counsel, or its stockholders) to have made a determination prior to the  
commencement of such action that indemnification of the claimant is proper in  
the circumstances because he or she has met the applicable standard of conduct  
set forth in the Delaware General Corporation Law, nor an actual determination  
by the Corporation (including its Board of Directors, independent legal  
counsel, or its stockholders) that the claimant has not met such applicable  
standard of conduct, shall be a defense to the action or create a presumption  
that the claimant has not met the applicable standard of conduct.  
  
          (c)  Non-Exclusivity of Rights.  The right to indemnification and the 
payment of expenses incurred in defending a proceeding in advance of its final  
disposition conferred in this Section shall not be exclusive of any other right 
which any person may have or hereafter acquire under any statute, provision of  
the Certificate of Incorporation, Bylaw, agreement, vote of stockholders or  
disinterested directors or otherwise.  
  
          (d)  Insurance.  The Corporation may maintain insurance, at its  
expense, to protect itself and any director, officer, employee or agent of the  
Corporation or another corporation, partnership, joint venture, trust or other  
enterprise against any such expense, liability or loss, whether or not the  
Corporation would have the power to indemnify such person against such expense, 
liability or loss under the Delaware General Corporation Law.  
  
          IN WITNESS WHEREOF, said Unisys Corporation has caused this  
certificate to be signed by Harold S. Barron, its Senior Vice President,  
General Counsel and Secretary, and attested by Ronald C. Anderson, its  
Assistant Secretary, this 25th day of July, 1997.  
  
  
  
  

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

 
ATTEST: 
 
 
 
By:      /s/ Ronald C. Anderson 
         ----------------------
         Ronald C. Anderson 
         Assistant Secretary 




July 2, 1997



Mr. James A. Unruh
Chairman and Chief Executive Officer
Unisys Corporation
P. O. Box 500
Blue Bell, PA  19424

Dear Jim:

You are presently employed by Unisys Corporation (the "Corporation") as 
Chairman of the Board and Chief Executive Officer under the terms of a letter 
agreement dated August 10, 1994 (as amended on July 28, 1995), and an 
Employment Agreement dated July 28, 1995.  This letter agreement (the 
"Agreement") supersedes and replaces the letter agreement dated August 10, 1994 
(as amended on July 28, 1995), and the Employment Agreement dated July 28, 
1995, and describes the terms and conditions of your employment with the 
Corporation on and after the date hereof until April 30, 1998 (the "Term").  
The provisions of this Agreement are as follows:

 1.     Base Salary.  You shall continue to serve, at the pleasure of the Board 
of Directors, as Chief Executive Officer and/or Chairman of the Board of 
the Corporation at a base salary at the annual rate of not less than 
$836,000 per year.

 2.     Annual Bonus.  You shall be eligible to receive an annual bonus award 
at a target bonus level of not less than 100% of your base salary.  If 
your employment is terminated by the Corporation without cause or upon 
your serving as an employee of the Corporation
 from the date hereof 
until completion of the Term, you will be eligible to receive a pro rata 
bonus for the year in which your employment is terminated based on the 
percentage of the year you were employed by the Corporation.  The actual 
annual or pro rata bonus paid to you, if any, shall be determined by the 
Compensation and Organization Committee of the Board of Directors (the 
"Committee") in its sole discretion and shall be based on such factors 
as it deems appropriate.  Your actual annual or pro rata bonus payments, 
if any, shall be made in cash at the time of the award, subject to your 
election to defer receipt of all or any portion of the bonus award in 
accordance with the terms of the Deferred Compensation Plan for Officers 
of Unisys Corporation (or any successor deferred compensation program).

 3.     Benefit Programs.  During your employment hereunder, you shall 
participate in the retirement, welfare, fringe, and perquisite programs 
generally made available to executive officers of the Corporation and at 
such benefit levels customarily provided to the Chief Executive Officer 
and/or Chairman of the Board of the Corporation.

 4.     Service on Other Boards.  During the term of your employment hereunder, 
you shall render your full-time attention to the business affairs of the 
Corporation.  You may serve on the board of directors of other companies 
as expressly approved by the Board of Directors of the Corporation in 
its discretion.  However, so long as you serve as Chief Executive 
Officer of the Corporation, you agree not to actively seek other 
employment.

 5.     Death or Disability.  In the event of your disability or death prior to 
the date of the termination of your employment hereunder, all future 
compensation under this Agreement (other than those amounts and benefits 
described in the following sentence) shall terminate.  You and your 
estate shall receive (a) an annual bonus award for the year in which you 
terminate employment in an amount equal to a pro rata portion, based on 
the period of service rendered, of the bonus amount paid in the previous 
year, (b) benefits under the retirement, welfare, incentive, fringe and 
perquisite programs generally available to executive officers upon 
disability or death and (c) any deferred account balance under the 
Deferred Compensation Plan for Officers of Unisys Corporation (or any 
successor deferred compensation program) in accordance with the terms of 
such plan.  For purposes of this Agreement, disability means a mental or 
physical injury or illness which renders you incapable of substantially 
performing your duties hereunder.  The determination of whether you are 
disabled for purposes of this Section 5, and when you became disabled, 
shall be made by a medical doctor jointly selected by the Committee and 
you or your representative, and such determination shall be final and 
binding on all parties.

 6.     Termination of Employment.

                (a)  Your employment may be terminated by the Company at any 
time with or without cause.  In the event that you are terminated for 
"cause" (as defined below) or you terminate your employment, no further 
amounts shall be paid to you hereunder except as otherwise provided 
under the normal terms of the retirement, welfare, incentive, fringe, 
and perquisite programs in which you participated at your date of 
termination.

                (b)  Upon termination by the Corporation without cause or upon 
your serving as an employee of the Corporation from the date hereof 
until completion of the Term, you shall be entitled to the following:

                     (1)  Base salary through the completion of the Term to the 
          extent not theretofore paid, plus such bonus as may be 
          determined as provided in Section 2 hereof.

                     (2)  Termination payments for a period of 24 months 
          following completion of the Term in the amount determined as 
          follows:
                          (A)  For purposes of this Section 6(b), termination 
               payments for the first 12 months following completion of 
               the Term shall consist of base salary (at its then 
               current rate on the date of termination) and annual bonus 
               (in an amount equal to 50% of your target bonus, times 
               your base salary both as in effect at your date of 
               termination).

                          (B)  For purposes  of this Section 6(b), termination 
               payments for the 13th to the 24th month following the 
               completion of the Term shall consist of base salary (at 
               its then current rate on the date of termination) and 
               annual bonus (in an amount equal to 50% of your target 
               bonus, times your base salary both as in effect at your 
               date of termination).

                          (C)  The amount of base salary and annual bonus 
               payable to you for the 13th month to the 24th month 
               following the completion of the Term shall be reduced by 
               the amount of cash compensation, if any, earned by you 
               during such period for services rendered to any other 
               entity as an employee, independent contractor, 
               consultant, officer, director, or in any other capacity, 
               provided, however, that compensation earned by you for 
               service as a director of any corporation shall not cause 
               such a reduction to the extent such compensation is based 
               on the same fee structure as is received by all other 
               directors thereof for Board service.

          Such termination payments shall be paid in the same manner and 
          at the same times as the salary and annual bonus due hereunder 
          during employment.

                     (3)  For a period ending on the earlier of (A) 24 months 
          following your date of termination, or (B) your becoming 
          eligible for medical, dental or life insurance from another 
          employer, continued participation, at the same costs applicable 
          to active employees in the Unisys medical, dental and life 
          insurance plans (or, if such participation is prohibited by 
          applicable law or the terms of the plans, participation in 
          arrangements that will provide benefits substantially similar to 
          those available under the Unisys medical, dental and life 
          insurance plans) for you and your eligible dependents, subject, 
          however, to the generally applicable terms of such plans.

                     (4)  Following the period of participation in active 
          employee benefits under Section 6(b)(3) hereof, you shall be 
          entitled to receive the post-retirement medical and post-
          retirement life insurance coverage generally available to other 
          retired executive officers;

                     (5)  Full vesting in all stock options, restricted stock 
          and other awards made under the Corporation's Long-Term 
          Incentive Plans (or under any successor incentive plan thereto), 
          effective as of the end of the Term; for purposes of stock 
          option, SAR and other equity-based award exercise rights under 
          the applicable Long-Term Incentive Plans (or any successor 
          incentive plan thereto), you shall be treated as if you had 
          retired on your normal retirement date as of your date of 
          termination;

                     (6)  Extension of the repayment period on any corporate 
          interest-free home mortgage loan until the first to occur of the 
          following:  (i) the fifth anniversary of your date of 
          termination; (ii) the date on which your home is sold; or (iii) 
          the date on which your home is leased, unless such action has 
          been approved by the Committee in its sole discretion.

                (c)  For purposes of this Agreement, "cause" shall mean 
intentional dishonesty or gross neglect of your duties.

                (d)  You shall not be entitled to receive payments under the 
Corporation's Income Assistance Plan or any successor severance or 
income assistance plan generally applicable to employees of the 
Corporation.

                (e)  For a period beginning on the first day of the month 
following your date of termination and ending on the earlier of (A) 24 
months following such date, or (B) the date you commence employment with 
another employer, the Corporation will reimburse you for office and 
secretarial expenses incurred by you in an amount not to exceed $4,167 
per month.

                (f)  The payments provided for in this Section 6 are being
extended to you to provide you with reasonable severance compensation in 
connection with your retirement from active service with the
Corporation and in recognition of your service to the Corporation as
Chairman of the Board and Chief Executive Officer, and not to any degree
whatsoever in contemplation of a change of control of the Corporation.

 7.     Conduct Following Termination of Employment.

                (a)  During the 24 month period following your date of 
termination, you hereby agree that you will not:

                     (1)  without the prior written approval of the 
          Committee, become engaged or employed as a business owner, 
          employee or consultant in any activity which is in competition 
          with any line of business of the Corporation existing as of your 
          date of termination;

                      (2)  directly or indirectly (including through someone 
          else acting on your recommendation, suggestion, identification 
          or advice) solicit any existing employee of the Corporation to 
          leave the employ of the Corporation;

                      (3)  use or disclose to anyone any confidential 
          information regarding the Corporation; or

                      (4)  negatively comment, publicly or privately, about 
          the Corporation (or its subsidiaries or affiliates), any of its 
          products, services or other businesses, its present or past 
          Board of Directors, its officers or employees.

                (b)  Upon completion of the Term or, if earlier, on your date 
of termination, you hereby agree that you will thereafter:

                       (1)  resign, upon request, as a director and officer of 
          the Corporation and any subsidiaries or affiliates of the 
          Corporation;

                       (2)  make yourself available upon request to provide 
          accurate information or testimony or both in connection with any 
          legal matter affecting the Corporation or any of its 
          subsidiaries or affiliates, subject to reasonable accommodation 
          of your schedule and reimbursement of reasonable expenses (which 
          shall include the reasonable expenses of counsel retained by you 
          in connection therewith); and

                       (3)  promptly advise the Senior Vice President - Human 
          Resources of the Corporation of any facts which could cause a 
          reduction in the amounts payable to you or the benefits received 
          by you pursuant to Sections 6(b)(2)(C) or 6(b)(3) hereof.

 In the event you breach any term of Section 7(a), the Corporation may 
cancel or terminate all benefits and payments remaining to be made to 
you or on your behalf under Section 6(b) hereof, invoke applicable 
provisions of the Corporation's Elected Officer Pension Plan, and obtain 
any injunctive relief to which it may be entitled.

 If you do not breach any term of Section 7(a) during the 24 month 
period following your date of termination, the Corporation agrees that 
it will not thereafter invoke against you the provisions of Section 
6.04(a) of the Corporation's Elected Officer Pension Plan.

 8.     Change of Control.

                (a)  If a Change of Control shall occur during the Term and 
prior to your date of termination, and the Corporation shall thereafter 
terminate your employment prior to the completion of the Term other than 
for cause, death or disability:

                     (1)  the Corporation shall pay to you in a lump sum in 
          cash within 30 days after your date of termination the aggregate 
          of the following amounts:

                          (A)  the sum of (i) your base salary through 
               the completion of the Term to the extent not 
               theretofore paid, (ii) a bonus pro-rated for the 
               portion of the year until your date of 
               termination at the rate provided in Section 
               6(b)(2)(A), (iii) the amount payable to you under 
               Section 6(b)(2)(A) hereof and (iv) the amount 
               payable to you under Section 6(b)(2)(B) hereof, 
               subject to repayment by you under the provisions 
               of Section 6(b)(2)(C) hereof; and

                           (B)  an amount equal to the excess of (i) the 
               actuarial equivalent of the benefit under the 
               Corporation's qualified defined benefit 
               retirement plan (the "Retirement Plan") 
               (utilizing actuarial assumptions no less 
               favorable to you than those in effect under the 
               Company's Retirement Plan immediately prior to 
               your date of termination), and any excess or 
               supplemental retirement plan in which you 
               participate (the "SERP") which you would receive 
               if your employment continued through the 
               completion of the Term, assuming that your 
               compensation is that required by Section 1 and 
               Section 2 hereof, over (ii) the actuarial 
               equivalent of your actual benefit (paid and 
               payable), if any, under the Retirement Plan and 
               the SERP as of your date of termination.

                (b)  For the purpose of this Section 8, a "Change of Control" 
shall mean:

                     (1)  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 (A) the then 
          outstanding shares of common stock of the Corporation 
          (the "Outstanding Corporation Common Stock") or (B) the 
          combined voting power of the then outstanding voting 
          securities of the Corporation entitled to vote generally 
          in the election of directors (the "Outstanding 
          Corporation Voting Securities"); provided, however, that 
          for purposes of this Section 8(b)(1), the following 
          acquisitions shall not constitute a Change of Control:

                                (i)  any acquisition directly from the 
                    Corporation, (ii) any acquisition by the 
                    Corporation, (iii) any acquisition by any 
                    employee benefit plan (or related trust) 
                    sponsored or maintained by the Corporation or any 
                    corporation controlled by the Corporation, or 
                    (iv) any acquisition by any corporation pursuant 
                    to a transaction which complies with clauses (A), 
                    (B) and (C) of Section 8(b) (3) hereof; or

                     (2)  Individuals who, as of the date hereof, 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 Corporation's 
          stockholders, 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

                     (3)  Consummation of a reorganization, merger or 
          consolidation or sale or other disposition of all or 
          substantially all of the assets of the Corporation (a 
          "Business Combination"), in each case, unless, following 
          such Business Combination, (A) all or substantially all 
          of the individuals and entities who were the beneficial 
          owners, respectively, of the Outstanding Corporation 
          Common Stock and Outstanding Corporation 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 Corporation or all or 
          substantially all of the Corporation'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 Corporation Common Stock and Outstanding 
          Corporation Voting Securities, as the case may be, (B) no 
          Person (excluding any corporation resulting from such 
          Business Combination or any employee benefit plan (or 
          related trust) of the Corporation 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 (C) 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 

                     (4)  Approval by the stockholders of the Corporation of 
          a complete liquidation or dissolution of the Corporation.

 9.     Successors.  This Agreement shall be binding upon the Corporation and 
its successors and assigns.  The Corporation will require any such 
successor to assume expressly and agree to perform this Agreement in the 
same manner and to the same extent that the Corporation would be 
required to perform it if no such succession had taken place.

10.      Miscellaneous.  No provision of this Agreement may be modified, waived 
or discharged unless such waiver, modification or discharge is agreed to 
in writing and signed by you and such officer as may be specifically 
designated by the Corporation.  The validity, interpretation, 
construction and performance of this Agreement shall be governed by the 
laws of the Commonwealth of Pennsylvania without giving effect to the 
provisions thereof relating to conflicts of laws.

11.      Validity.  The invalidity or unenforceability of any provision of this 
Agreement shall not affect the validity or enforceability of any other 
provision of this Agreement, which shall remain in full force and 
effect.

12.     Other Agreements.  It is not intended that you shall receive duplicate 
rights and benefits under this Agreement and any other agreement, 
contract, plan, or other arrangement with, or sponsored by, the 
Corporation.  This Agreement supersedes and replaces all prior 
understandings and agreements between you and the Corporation.

13.     Arbitration.  Any dispute or controversy arising under or in connection 
with this Agreement shall be settled exclusively by arbitration in 
Philadelphia, Pennsylvania in accordance with the rules of the American 
Arbitration Association.  Any arbitration award will be final and 
conclusive upon the parties, and a judgment enforcing such award may be 
entered in any court of competent jurisdiction.  The expenses incurred 
by you in pursuing arbitration (including reasonable legal fees and 
expenses) will be borne by the Corporation unless the arbitrator 
determines that you have caused the dispute to be submitted to 
arbitration in bad faith.

14.     Corporate Approval.  This Agreement has been authorized by the Board 
and approved by the Committee.


If the foregoing sets forth our agreement with you, please sign and return to 
us the enclosed copy of this Agreement.

Very truly yours,

UNISYS CORPORATION                             The foregoing is accepted:


___________________________                     ______________________
Kenneth A. Macke, Chairman                      James A. Unruh
Compensation and Organization
  Committee
Board of Directors






September 23, 1997

Mr. Lawrence A. Weinbach
c/o Unisys Corporation
P. O. Box 500
Township Line and Union Meeting Roads
Blue Bell, Pennsylvania  19424


Dear Mr. Weinbach:

I am pleased to offer you the position of Chairman of the Board, 
President and Chief Executive Officer of Unisys Corporation (the 
"Corporation" or "Unisys").  This letter agreement (the "Agreement") 
describes the terms and conditions of your employment with the 
Corporation:

1.  Base Salary.  You will serve as Chairman of the Board, President and 
Chief Executive Officer of the Corporation at a base salary at the annual 
rate of not less than $1,200,000 per year.  Your base salary level will 
be reviewed periodically, but no less frequently than annually, by the 
Compensation and Organization Committee (the "Committee") of the Board of 
Directors or its successor.

2.  Annual Bonus.  (a)  You will participate in the Executive Variable 
Compensation ("EVC") Plan (or any successor bonus plan) and your target 
will not be less than 100% of your annual paid salary.  The actual EVC 
paid to you, if any, will be determined by the Committee in its sole 
discretion and will be based on such factors as it deems appropriate.  
Your actual EVC payments, if any, will be made in cash at the time of the 
award, subject
 to your election to defer receipt of all or any portion of 
the EVC award in accordance with the terms of the Deferred Compensation 
Plan for Officers of Unisys Corporation (or any successor deferred 
compensation program).

  (b)  For the 1997 EVC award year you will be guaranteed a minimum EVC 
payout equal to 100% of the base salary amounts paid to you in 1997, 
provided that you continue to be employed by the Corporation through the 
1997 EVC payout date.  For the 1998 and 1999 EVC award years, you will be 
guaranteed a minimum EVC payout equal to 100% of the base salary paid to 
you in each year, provided that you continue to be employed by the 
Corporation through the applicable EVC payout date for each of those 
years.

  (c)  Promptly after your first day of employment with the Corporation, 
you will receive a one-time bonus of $1,500,000, payable to you in cash.

3.  Long-Term Incentive Awards.  (a)  You will be eligible to receive 
stock option awards under the terms of the 1990 Long-Term Incentive Plan 
(or any successor stock option plan) and will receive stock option awards 
in each year in which such awards are made to other executive officers 
generally.  You will also be eligible to receive long-term performance 
awards and restricted share awards under the terms of the 1990 Long-Term 
Incentive Plan (or any successor thereto) in each year in which such 
awards are made to executive officers generally.

  (b)  Effective as of your first day of employment, you will be awarded 
a stock option grant under the terms of the 1990 Long-Term Incentive Plan 
for 1,000,000 shares of Unisys common stock, which grant will vest 25% 
(of the original grant) after one year, 50% (of the original grant) after 
two years, 75% (of the original grant) after three years and 100% (of the 
original grant) after four years from the effective date of the grant.  
The exercise price for the grant will be the Fair Market Value (as 
defined in the 1990 Long-Term Incentive Plan) of Unisys common stock on 
the date of grant.

  (c)  Effective as of your first day of employment, you will receive a 
restricted share grant for a number of shares of Unisys common stock 
having a value of $2,000,000, based on the Fair Market Value (as defined 
in the 1990 Long-Term Incentive Plan) of Unisys common stock on your 
first day of employment.  The restricted share grant will be made under 
the terms of the 1990 Long-Term Incentive Plan and will vest 25% on your 
first day of employment, 50% (of the original grant) after one year, 75% 
(of the original grant) after two years, and 100% (of the original grant) 
after three years from your first day of employment.  Unless otherwise 
provided in this Agreement, you will forfeit any remaining unvested 
portion of the restricted share grant upon your termination of employment 
or in the event that you do not continue to own a number of unrestricted 
shares of Unisys common stock equal to the "Purchased Shares" (as defined 
in Section 4).  You agree that you will not sell the shares that become 
unrestricted as a result of the vesting of the restricted share grant 
made under this Section 3(c) before the earlier of (i) six months 
following the date on which the shares become unrestricted or (ii) your 
termination of employment, provided that such sale is in compliance with 
applicable law.

  (d)  In each year in which you recognize income as a result of the 
total or partial vesting of the restricted share grant made under Section 
3(c), you will be entitled to receive an additional payment (a "Section 3 
Gross-Up Payment") in an amount such that after payment by you of all 
federal, state and local taxes, including any income taxes imposed upon 
the Section 3 Gross-Up Payment, you retain an amount of the Section 3 
Gross-Up Payment equal to the federal, state and local taxes imposed on 
the income, including the Section 3 Gross-Up Payment, so recognized in 
such year.

4.  Stock Purchase Obligation.  On your first day of employment, you will 
pay to the Corporation $1,000,000 in cash in exchange for shares of 
Unisys common stock having a value of $1,000,000 (based on the Fair 
Market Value (as defined in the 1990 Long-Term Incentive Plan) of Unisys 
common stock on such date).  The number of shares purchased by you under 
this Section 4 will be referred to as the "Purchased Shares".

5.  Benefit Programs; Perquisites.  (a)  You will receive all the 
supplemental executive benefits associated with the position of Chairman, 
President and Chief Executive Officer, including a company car allowance 
of $900 per month.  You also will be eligible for a membership in two 
approved luncheon clubs, an annual executive physical, supplemental life 
insurance equal to four times annual base salary plus target EVC (in 
addition to the Corporation's Group Term Life Insurance), post-retirement 
life insurance of $1,000,000, umbrella personal liability insurance up to 
$5,000,000 and contribution toward financial counseling services of 
$12,000 for the first year and $7,200 per year thereafter.  In addition, 
you and your eligible dependents will be eligible to participate in all 
basic retirement, welfare (including post-retirement medical) and other 
benefit arrangements generally applicable to executive officers, in 
accordance with the terms of such arrangements.  You will be entitled to 
receive four weeks of vacation each year.  Reasonable expenses associated 
with the performance of the duties of your position will be reimbursed in 
accordance with normal Unisys policies. You are also eligible to join a 
country club of your choice and Unisys will pay your initiation fees and 
annual dues.  Unisys shall reimburse you for reasonable legal expenses 
incurred by you in negotiating this Agreement.

6.  Relocation.  You agree to establish a residence in the Philadelphia 
area and you will be eligible for the benefits provided under the Unisys 
Moving and Relocation Policy. In addition, Unisys will reimburse you for 
the reasonable cost of a temporary residence in the Philadelphia area for 
up to one year and for the reasonable cost of commuting to and from New 
York once a week for up to one year.  Notwithstanding anything in the 
Unisys Moving and Relocation Policy to the contrary, Unisys agrees that 
(i) you will be eligible for relocation marketing and housing sale 
assistance with respect to either your Weston, Connecticut residence or 
your New York City apartment (but not both); (ii) you will be eligible to 
move household goods from either the Connecticut residence or the New 
York City apartment (or both) to the Philadelphia area; (iii) you will be 
eligible to make a reasonable number of house-hunting trips in connection 
with your relocation; and (iv) relocation amounts payable to you pursuant 
to this Section 6 shall be grossed-up for federal, state and local income 
taxes in amounts such that after payment by you of all such taxes on the 
reimbursement amount and the gross-up payment, you retain an amount equal 
to the reimbursement.

7.  Supplemental Pension.  

  (a)  You will be entitled to a pension benefit for your life that will 
be fully vested as of your first day of employment determined as follows:

Full Years of Service  Annual Accrued Benefit

0-3  $   350,000
4  $   570,000
5  $   710,000
6  $   860,000
7 or more  $1,000,000


Anything herein to the contrary notwithstanding, if at any time prior to 
the second anniversary of your first day of employment (i) you are 
terminated for "cause" (as defined in Section 10(c)) or (ii) you 
terminate your employment for other than "good reason" (as defined in 
Section 10(c)), you will forfeit the benefit accrued under the schedule 
above, and you will not be entitled to receive any benefit under the 
Unisys Elected Officer Pension Plan.

  (b)  If you die prior to commencement of your benefit under Section 7, 
your spouse will be entitled to a life annuity under this Section 7 equal 
to 50% of the pension to which you would have been entitled (less any 
amounts due alternate payees under any qualified domestic relations 
orders) assuming you had retired and had been receiving retirement 
payments at the time of your death based on your credited service to that 
date.  Such survivor's benefit shall be offset by any other survivor's 
pension benefit provided to your spouse under any other Unisys pension 
plan.

  (c)  Except as otherwise provided in this Section 7, your pension 
benefit shall be determined in accordance with the provisions of the 
Unisys Elected Officer Pension Plan as in effect on the date of this 
Agreement, provided, however, that (i) service on the board of directors 
of other companies will not cause a suspension or forfeiture of benefits 
under Section 6.04 of the Unisys Elected Officer Pension Plan; (ii) 
service as an employee of or consultant to an entity a unit of which is 
in competition with Unisys will not cause a suspension or forfeiture of 
benefits under Section 6.04 of the Unisys Elected Officer Pension Plan, 
provided that it can be demonstrated to the reasonable satisfaction of 
the Committee that procedures are in place to assure that the unit that 
is in competition with Unisys and any director, officer, employee, 
consultant or other representative of such unit cannot directly or 
indirectly avail itself of your services, (iii) service as an employee of 
or consultant to an entity that provides consulting services to other 
entities, one or more of which are in competition with Unisys, will not 
cause a suspension or forfeiture of benefits under Section 6.04 of the 
Unisys Elected Officer Pension Plan, provided that it can be demonstrated 
to the reasonable satisfaction of the Committee that procedures are in 
place to assure that no entity that is in competition with Unisys nor any 
director, officer, employee, consultant or other representative of such 
unit can directly or indirectly avail itself of your services, (iv) 
"cause" in Section 6.04(b) shall be deemed to be defined as provided in 
this Agreement; and (v) no activity in which you engage while employed 
under this Agreement which you have undertaken in the good faith belief 
that it is in the best interests, or that it is not opposed to the best 
interests of Unisys, shall be deemed the basis for suspending or 
forfeiting your benefits under Section 6.04 of the Unisys Elected Officer 
Pension Plan.

  (d)  Notwithstanding anything to the contrary, if any provision of this 
Agreement is inconsistent with any term of the Unisys Elected Officer 
Pension Plan, including without limitation Section 6.04, the terms of 
this Agreement shall prevail, and if such plan is terminated, it shall be 
deemed to continue for purposes of providing the benefit in this Section 
7.

8.  Service on Other Boards.  During the term of your employment 
hereunder, you will render substantially all of your business time to the 
business affairs of the Corporation.  You may serve on the board of 
directors of other companies and non-profit organizations as expressly 
approved by the Board of Directors in its discretion.

9.  Death or Disability.  If you die or your termination of employment is 
due to your becoming "disabled", you or your estate will be entitled to 
the following:

  (a)  All restrictions on any outstanding restricted stock grant will 
immediately lapse;

  (b)  An EVC award for the year in which you terminate employment in an 
amount equal to a pro rata portion, based on the period of service 
rendered in such year, of (i) the EVC amount paid for the previous 
year or (ii) the guaranteed EVC described in Section 2(b) if 
termination occurs in 1997 or 1998;

  (c)  Any benefits available under the retirement, welfare, incentive, 
fringe benefit, deferred compensation and perquisite programs 
generally available to executive officers upon disability or 
death; and

  (d)  Any benefits available under Section 7, provided, however, that if 
your termination is due to disability, you will continue to accrue 
service for purposes of calculating your benefit under Section 7 
until the earlier to occur of (i) the date on which your 
disability ends or (ii) the date on which you commence receipt of 
benefits under the Unisys Elected Officer Pension Plan.

  You will be considered "disabled" if you meet the requirements for a 
long-term disability under the terms of the Unisys Long-Term Disability 
Plan, regardless of whether you participate in such plan.  The 
determination of whether you are disabled shall be made by the claims 
administrator of the Unisys Long-Term Disability Plan in accordance with 
the procedures generally applicable under such plan.  If you become 
disabled, you will be entitled to the benefits described in this Section 
9 and not those described in Section 10.

10.  Termination of Employment.  (a)  Your employment may be terminated 
by the Corporation at any time with or without cause.  In the event that 
you are terminated for "cause" (as defined below) or you terminate your 
employment for other than "good reason" (as defined below), no further 
amounts will be paid to you hereunder except as otherwise provided under 
Section 7 of this Agreement and under the normal terms of the retirement, 
welfare, incentive, fringe, and perquisite programs in which you 
participated at your date of termination.

  (b)  Upon termination by the Corporation without cause or your 
termination for good reason, you will be entitled to the following:

  (1)  An amount equal to 100% of the base salary (at its then current 
rate on the date of termination) payable for the remaining term of 
employment hereunder as if you had continued to work through such 
remaining term of employment, but in no event less than one year's base 
salary.  Such termination payments will be paid in the same manner and at 
the same times as the base salary payments would have been paid during 
employment and the period during which such payments are to be made will 
be referred to as the "Salary Continuation Period";

  (2)  If termination of employment occurs prior to the EVC payout date 
for the previous EVC award year, an EVC payment for such previous award 
year in an amount determined under Section 2(a) or 2(b), as applicable 
and notwithstanding your termination of employment prior to the EVC 
payout date.  Such payment will be made at the same time that such EVC 
payment would have been made had you continued to be employed;

  (3)  An EVC payment for the year in which such termination occurs in an 
amount equal to your target EVC percentage as of your date of termination 
or, if such termination occurs in 1997 or 1998, 100% times the base 
salary paid to you in the year in which you terminated through your 
termination date.  Such payment will be made promptly following your 
termination of employment;

  (4)  An annual EVC award payable for the one-year period following your 
termination of employment in an amount equal to your target EVC 
percentage as of your date of termination times the payments made to you 
under Section 10(b)(1) during such one-year period.  Such payment will be 
made promptly following the expiration of the one-year period;

  (5)  Continued participation, at the same costs applicable to active 
employees, through the Salary Continuation Period, in the Unisys Medical 
and Dental Plans (or, if such participation is prohibited by applicable 
law or the terms of the plans, participation in arrangements that will 
provide benefits substantially similar to those available under the 
Unisys Medical and Dental Plans) for you and your eligible dependents, 
subject, however, to the generally applicable terms of such plans;

  (6)  Immediate and full vesting in all stock options, restricted share 
and other awards made under the 1990 Long-Term Incentive Plan (or under 
any successor incentive plan thereto); for purposes of stock option, SAR 
and other equity-based award exercise rights under the 1990 Long-Term 
Incentive Plan (or any successor incentive plan thereto), you will be 
treated as if you had retired on your normal retirement date as of your 
date of termination; and

  (7)  Your benefit under the Unisys Elected Officer Pension Plan, as 
modified under Section 7 of this Agreement, will be calculated as if you 
had continued to be employed for one year following your date of 
termination.

  (c)  For purposes of this Section 10, "cause" means (i) your gross 
neglect of your duties or (ii) your commission of an act which the Board 
of Directors determines in good faith constitutes fraud, theft or 
dishonesty against the Corporation or any of its subsidiaries or 
affiliates, or (iii) your commission of a felony or a crime of moral 
turpitude.  "Good reason" means (i) a reduction in your aggregate 
compensation target (base salary plus EVC target), as such amounts may be 
increased during the term of this Agreement or a material reduction of 
any employee benefit enjoyed by you, unless such reduction is due to a 
reduction in compensation or benefits generally applicable to executive 
officers or (ii) a reduction in your duties or authority, a change in 
reporting structure such that you report to someone other than the Board 
of Directors, or your removal as Chairman of the Board, President or 
Chief Executive Officer of the Corporation or its successor unless such 
reduction, change or removal is (x) for cause, as defined above, (y) is 
done with your written consent, or (z) is on account of your inability to 
substantially perform your duties for an aggregate of 90 days within any 
consecutive 12 month period due to your becoming "disabled" (within the 
meaning of the Unisys Long-Term Disability Plan, regardless of whether 
you participate in such plan and provided that such determination will be 
made by the claims administrator of the Unisys Long-Term Disability Plan 
after the 90-day period described in this Section 10(c)(ii)(2)), and 
provided that your resignation occurs within 90 days after such 
reduction, change or removal or (iii) the failure of the Corporation to 
obtain the assumption in writing of its obligation to perform this 
Agreement by any successor to all or substantially all of the assets of 
the Corporation within 15 days after the effective date of a merger, 
consolidation, sale or similar transaction, unless you consent to the 
Corporation's not obtaining such assumption.  Notwithstanding the 
foregoing, if there is a reduction in your duties or authority, a change 
in your reporting structure and/or you have been removed as Chairman, 
President and/or Chief Executive Officer as a result of becoming disabled 
under this Section 10(c)(ii)(2), but you do not qualify for long-term 
disability benefits under the Unisys Long-Term Disability Plan 
(regardless of whether you participate in such plan) after the six-month 
period required in the Plan, then you shall be entitled to terminate your 
employment for "good reason" provided that you make yourself available to 
return to work promptly after the determination is made that you are not 
"disabled" and further provided that upon your return to work, the 
Corporation does not restore the duties, authority, and/or reporting 
structure that were in place before you became disabled under this 
Section 10(c)(ii)(2) and does not restore your position as Chairman, 
President and Chief Executive Officer.

  (d)  The amounts payable to you under Section 10(b)(1) following your 
termination of employment will be reduced by the amount of cash 
compensation, if any, earned by you for services rendered to any other 
entity as an employee, independent contractor, consultant, officer, 
director, or in any other capacity, provided however, that (i) no such 
reduction will be applied during the two-year period following your 
termination of employment, and (ii) compensation earned by you for 
service as a director of any corporation will not cause such a reduction 
to the extent such compensation is based on the same fee structure as is 
received by all other directors thereof for Board service.  You will 
promptly advise the Senior Vice President - Human Resources of the 
Corporation of any facts that could cause such a reduction in the amounts 
payable to you under Section 10(b)(1).  Upon written notice from the 
Corporation, you will promptly reimburse to the Corporation any 
overpayments made to you as a result of your receipt of the cash 
compensation described in the first sentence of this Section 10(d), 
provided that the amount you are required to reimburse shall be on an 
after-tax basis (that is the amount determined, after taking into account 
any taxes incurred by you on such overpayment less the tax benefit, if 
any, you may derive from repayment to the Corporation).  Notwithstanding 
anything herein to the contrary, you shall have no obligation to seek 
other employment.

  (e)  At the time the parties enter into this Agreement, you and the 
Corporation will enter into an Executive Employment Agreement.  Payments 
under this Agreement are not intended to duplicate payments under any 
other Unisys agreement or severance program, including, without 
limitation, your Executive Employment Agreement.  To the extent that you 
may be entitled to receive duplicate payments under this and any other 
Unisys agreement or program, the provisions of that agreement or program 
which is most favorable to you or provides you with the greater benefit 
shall be effective.

11.  Certain Additional Payments by the Corporation.  (a)  Anything in 
this Agreement to the contrary notwithstanding, in the event it shall be 
determined that any payment or distribution by the Corporation to or for 
your benefit (whether paid or payable or distributed or distributable 
pursuant to the terms of this Agreement or otherwise, but determined 
without regard to any additional payments required under this Section 11) 
(a "Payment") would be subject to the excise tax imposed by Section 4999 
of the Code or any interest or penalties are incurred by you with respect 
to such excise tax (such excise tax, together with any such interest and 
penalties, are hereinafter collectively referred to as the "Excise Tax"), 
then you shall be entitled to receive an additional payment (a "Gross-Up 
Payment") in an amount such that after payment by you of all federal, 
state and local taxes (including any interest or penalties imposed with 
respect to such taxes), including, without limitation, any income taxes 
(and any interest and penalties imposed with respect thereto) and Excise 
Tax imposed upon the Gross-Up Payment, you retain an amount of the Gross-
Up Payment equal to the Excise Tax imposed upon the Payments, including 
the Gross-up Payment.

  (b)  Subject to the provisions of Section 11(c), all determinations 
required to be made under this Section 11, including whether and when a 
Gross-Up Payment is required and the amount of such Gross-Up Payment and 
the assumptions to be utilized in arriving at such determination, shall 
be made by Ernst & Young (the "Accounting Firm") which shall provide 
detailed supporting calculations both to the Corporation and you within 
15 business days of the receipt of notice from you that there has been a 
Payment, or such earlier time as is requested by the Corporation.  In the 
event that the Accounting Firm is serving as accountant or auditor for 
the individual, entity or group effecting the change of control which has 
caused Section 4999 of the Code to be applicable, you shall appoint 
another nationally recognized accounting firm to make the determinations 
required hereunder (which accounting firm shall then be referred to as 
the Accounting Firm hereunder).  All fees and expenses of the Accounting 
Firm shall be borne solely by the Corporation.  Any Gross-Up Payment, net 
of any taxes (including income and excise taxes) required to be withheld, 
as determined pursuant to this Section 11, shall be paid by the 
Corporation to you within five days of the receipt of the Accounting 
Firm's determination.  If the Accounting Firm determines that no Excise 
Tax is payable by you, it shall furnish you with a written opinion that 
failure to report the Excise Tax on your applicable federal income tax 
return would not result in the imposition of a negligence or similar 
penalty.  Any determination by the Accounting Firm shall be binding upon 
the Corporation and you.  As a result of the uncertainty in the 
application of Section 4999 of the Code at the time of the initial 
determination by the Accounting Firm hereunder, it is possible that 
Gross-Up Payments which will not have been made by the Corporation should 
have been made ("Underpayment"), consistent with the calculations 
required to be made hereunder.  In the event that the Corporation 
exhausts its remedies pursuant to Section 11(c) and you thereafter are 
required to make a payment of any Excise Tax, the Accounting Firm shall 
determine the amount of the Underpayment that has occurred and any such 
Underpayment shall be promptly paid by the Corporation to or for your 
benefit.

  (c)  You shall notify the Corporation in writing of any claim by the 
Internal Revenue Service that, if successful, would require the payment 
by the Corporation of the Gross-Up Payment.  Such notification shall be 
given as soon as practicable but no later than ten business days after 
you are informed in writing of such claim and shall apprise the 
Corporation of the nature of such claim and the date on which such claim 
is requested to be paid.  You shall not pay such claim prior to the 
expiration of the 30-day period following the date on which the IRS gives 
such notice to the Corporation (or such shorter period ending on the date 
that any payment of taxes with respect to such claim is due).  If the 
Corporation notifies you in writing prior to the expiration of such 
period that it desires to contest such claim, you shall:

  (i)  give the Corporation any information reasonably requested by the 
Corporation relating to such claim, 

  (ii)  take such action in connection with contesting such claim as the 
Corporation shall reasonably request in writing from time to time, 
including, without limitation, accepting legal representation with 
respect to such claim by an attorney reasonably selected by the 
Corporation,

  (iii)  cooperate with the Corporation in good faith in order 
effectively to contest such claim, and

  (iv)  permit the Corporation to participate in any proceedings relating 
to such claim;

provided, however, that the Corporation shall bear and pay directly all 
costs and expenses (including additional interest and penalties) incurred 
in connection with such contest and shall indemnify and hold you 
harmless, on an after-tax basis, for any Excise Tax or income tax 
(including interest and penalties with respect thereto) imposed as a 
result of such representation and payment of costs and expenses including 
without limitation, reasonable legal fees.  Without limitation on the 
foregoing provisions of this Section 11(c), the Corporation shall control 
all proceedings taken in connection with such contest and, at its sole 
option, may pursue or forgo any and all administrative appeals, 
proceedings, hearings and conferences with the taxing authority in 
respect of such claim and may, at its sole option, either direct you to 
pay the tax claimed and sue for a refund or contest the claim in any 
permissible manner, and you agree to prosecute such contest to a 
determination before any administrative tribunal, in a court of initial 
jurisdiction and in one or more appellate courts, as the Corporation 
shall determine; provided, however, that if the Corporation directs you 
to pay such claim and sue for a refund, the Corporation shall advance the 
amount of such payment to you, on an interest-free basis and shall 
indemnify and hold you harmless, on an after-tax basis, from any Excise 
Tax or income tax (including interest or penalties with respect thereto) 
imposed with respect to such advance or with respect to any imputed 
income with respect to such advance; and further provided that any 
extension of the statute of limitations relating to payment of taxes for 
your taxable year with respect to which such contested amount is claimed 
to be due is limited solely to such contested amount.  Furthermore, the 
Corporation's control of the contest shall be limited to issues with 
respect to which a Gross-Up Payment would be payable hereunder and you 
shall be entitled to settle or contest, as the case may be, any other 
issue raised by the Internal Revenue Service or any other taxing 
authority.

  (d)  If, after the receipt by you of an amount advanced by the 
Corporation pursuant to Section 11(c), you become entitled to receive any 
refund with respect to such claim, you shall (subject to the 
Corporation's complying with the requirements of Section 11(c)) promptly 
pay to the Corporation the amount of such refund (together with any 
interest paid or credited thereon after taxes applicable thereto).  If, 
after the receipt by you of an amount advanced by the Corporation 
pursuant to Section 11(c), a determination is made that you shall not be 
entitled to any refund with respect to such claim and the Corporation 
does not notify you in writing of its intent to contest such denial of 
refund prior to the expiration of 30 days after such determination, then 
such advance shall be forgiven and shall not be required to be repaid and 
the amount of such advance shall offset, to the extent thereof, the 
amount of Gross-Up Payment required to be paid.

12.  Conduct after Termination.  From and after the termination of your 
employment for any reason:

  (a)  For a period equal to the greater of three years or the Salary 
Continuation Period, you shall not engage in or become employed as a 
business owner, employee, agent, representative or consultant in any 
activity which is in competition with any line of business of Unisys (or 
its subsidiaries or affiliates) existing as of your termination date, 
except with the express prior written consent of the Committee, provided, 
however, you shall be deemed not to be in competition for purposes of 
Section 12 of this Agreement, (i) if you are an employee of or a 
consultant to an entity a unit of which is in competition with Unisys, 
provided that it can be demonstrated to the reasonable satisfaction of 
the Committee that procedures are in place to assure that any unit that 
is in competition with Unisys and any director, officer, employee, 
consultant or other representative of such unit cannot directly or 
indirectly avail itself or themselves of your services, (ii) if you are 
an employee of or a consultant to an entity that provides consulting 
services to other entities, one or more of which are in competition with 
Unisys, provided that it can be demonstrated to the reasonable 
satisfaction of the Committee that procedures are in place to assure that 
no entity that is in competition with Unisys nor any director, officer, 
employee, consultant or other representative of such unit can directly or 
indirectly avail itself or themselves of your services, or (iii) if you 
invest in securities which are listed for trading on a national exchange 
or NASDAQ and your investment does not exceed 1% of the issued and 
outstanding shares of stock;

  (b)  You shall not negatively comment publicly or privately about 
Unisys (or its subsidiaries or affiliates), any of its products, services 
or other businesses, its present or past Board of Directors, its 
officers, or employees, nor shall you in any way discuss the 
circumstances of your termination of employment, except that you may give 
truthful testimony before a court or governmental agency;

  (c)  For a period of two years, you shall not induce or attempt to 
induce any employee of Unisys (or any of its subsidiaries or affiliates) 
to render services for any other person, firm or business entity;

  (d)  You shall not use, furnish or divulge to any other person, firm or 
business entity any confidential information relating to Unisys business 
(or that of any of its subsidiaries or affiliates), or any trade secrets, 
processes, contracts or arrangements involved in any such business, 
except when required to do so by a court of law, by any governmental 
agency having supervisory authority over the business of Unisys or by any 
administrative or legislative body (including a committee thereof) with 
apparent jurisdiction to order you to divulge, disclose or make 
accessible such information.

From and after the termination of your employment for any reason, Unisys 
agrees not to negatively comment publicly or privately about you or the 
circumstances of your termination of employment.  You and Unisys mutually 
agree that the obligations contained in this Section 12 are reasonable 
and necessary for each party's mutual protection and that one party 
cannot be reasonably or adequately compensated in damages in an action at 
law in the event that the other party breaches such obligations. You and 
Unisys expressly agree that, in addition to any other rights or remedies 
which each may possess, each shall be entitled to injunctive and other 
equitable relief to prevent a breach of this Section 12 by the other 
party, including a temporary restraining order or temporary injunction 
from any court of competent jurisdiction restraining any threatened or 
actual violation, and you and Unisys each consents to the entry of such 
an order and injunctive relief and waives the making of a bond as a 
condition for obtaining such relief.  Such right shall be cumulative in 
addition to any other legal or equitable rights and remedies the parties 
may have.  In addition, in the event that you should materially breach 
your obligations under Section 12(b) or you should breach any other 
obligation described in this Section 12, Unisys shall have the right to 
terminate any remaining payments due under Section 10(b)(1) and (4).

13.  Term; Extension of Term.    The term of this Agreement is five years 
commencing on September 23, 1997.  On September 23, 2002 and on each 
succeeding September 23, the term of employment hereunder shall be 
extended by one additional year unless the Corporation provides to you or 
you provide to the Corporation, at least six months prior to the 
expiration of the then remaining term of the Agreement, written notice 
that the term will not be further extended, in which case the term of 
employment hereunder will end at the expiration of the then remaining 
term of employment hereunder, including any previous extension, and will 
not be further extended except by agreement of the Corporation and you.

14.  Plan Documents; Code of Ethical Conduct.  Each of the above-
described benefits which are more fully described in an applicable Unisys 
plan document are subject to the terms of such plan document (as may be 
amended by Unisys from time to time) and, except as expressly provided in 
this agreement, each such plan document will govern the benefit payable 
hereunder and thereunder.  In addition, you agree that the Unisys 
policies and procedures applicable to all Unisys employees, including, 
without limitation, the Unisys Code of Ethical Conduct, shall be 
applicable to you.

15.  Successors.  This agreement shall be binding upon Unisys and its 
successors and assigns. 

16.  Indemnification.  You will be entitled to the indemnification rights 
contained in the Restated Certificate of Incorporation of Unisys 
Corporation, dated July 25, 1997, as such may be amended from time to 
time.  Unisys agrees to maintain directors and officers liability 
insurance covering you to the extent that Unisys provides such coverage 
for its other directors and officers.

17.  Miscellaneous.  Except for your Executive Employment Agreement of 
even date, this agreement constitutes the entire agreement between you 
and Unisys relating to your employment and additional matters provided 
for herein.  This agreement supersedes all prior agreements, whether 
written or oral, between you and Unisys relating to your employment and 
additional matters provided for herein.  No provision of this agreement 
may be modified, waived or discharged unless such waiver, modification or 
discharge is agreed to in writing and signed by you and the Chairman of 
the Committee or his designee.  The validity, interpretation, 
construction and performance of this agreement shall be governed by the 
laws of the Commonwealth of Pennsylvania without giving effect to the 
provisions thereof relating to conflicts of laws.

18.  Validity.  The invalidity or unenforceability of any provision of 
this agreement shall not affect the validity or enforceability of any 
other provision of this agreement, which shall remain in full force and 
effect.

19.  Arbitration.  Any dispute or controversy arising under or in 
connection with this agreement shall be settled exclusively by 
arbitration in Philadelphia, Pennsylvania in accordance with the rules of 
the American Arbitration Association.  Any arbitration award will be 
final and conclusive upon the parties, and a judgment enforcing such 
award may be entered in any court of competent jurisdiction.  Costs of 
arbitration shall be borne by Unisys.  Unless the arbitrator determines 
that you did not have a reasonable basis for asserting your position with 
respect to the dispute in question, Unisys shall also reimburse you for 
your reasonable attorneys' fees incurred with respect to any arbitration.

20.  Corporate Authority.  Unisys represents and warrants that it is 
fully authorized and empowered to enter into this Agreement.  This 
Agreement has been authorized by the Board and approved by the Committee.

If the foregoing sets forth our agreement with you, please sign and 
return to us the enclosed copy of this Agreement.

Very truly yours,


UNISYS CORPORATION                         The foregoing is accepted:

By:  __________________________            ___________________________
     Kenneth A. Macke; Chairman            Lawrence A. Weinbach
     Compensation and Organization
     Committee
     Board of Directors
 

    
                                                         EXHIBIT 11.1

<TABLE> 
    
                             UNISYS CORPORATION    
              STATEMENT OF COMPUTATION OF EARNINGS PER SHARE     
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996     
                                (UNAUDITED)    
                      (Millions, except share data)    
    
<CAPTION> 
                                                   1997            1996    
                                               -----------     -----------    
                                                   
<S>                                            <C>             <C> 
Primary Earnings Per Common Share    
    
Average Number of Outstanding Common Shares    175,104,215     172,369,855    
Additional Shares Assuming Exercise     
    of Stock Options                             1,736,392         430,426    
                                               -----------     -----------    
Average Number of Outstanding Common Shares     
    and Common Share Equivalents               176,840,607     172,800,281    
                                               ===========     ===========    
    
Net Income                                     $     112.1     $       6.1     
Dividends on Series A, B and C Preferred Stock  (     84.5)     (     90.6)    
                                               -----------     -----------    
Primary Earnings (Loss) on Common Shares       $      27.6     $(     84.5)    
                                               ===========     ===========    
Primary Earnings (Loss) Per Common Share       $       .16     $(      .49)    
                                               ===========     ===========    
Fully Diluted Earnings Per Common Share    
    
Average Number of Outstanding Common    
Shares and Common Share Equivalents            176,840,607     172,800,281    
Additional Shares:    
    Assuming Conversion of Series A     
         Preferred Stock                        47,454,016      47,454,218    
    Assuming Conversion of 8 1/4%     
         Convertible Notes due 2000             33,696,405      33,697,387    
    Assuming Conversion of 8 1/4%     
         Convertible Notes due 2006             43,490,909      32,817,316    
    Attributable to Stock Plans                  1,299,673         189,269    
                                               -----------     -----------    
Common Shares Outstanding Assuming     
    Full Dilution                              302,781,610     286,958,471    
                                               ===========     ===========    
    
Primary Earnings (Loss) on Common Shares       $      27.6     $(     84.5)    
Exclude Dividends on Series A Preferred
 Stock         79.9            79.9    
Interest Expense on 8 1/4% Convertible Notes,     
    due 2000, Net of Applicable Tax                   14.4            14.4    
Interest Expense on 8 1/4% Convertible Notes,     
    due 2006, Net of Applicable Tax                   12.4             9.4    
                                               -----------     -----------    
Fully Diluted Earnings on Common Shares        $     134.3     $      19.2     
                                               ===========     ===========    
Fully Diluted Earnings per Common Share        $       .44     $       .07    
                                               ===========     ===========    
Earnings (Loss) Per Common Share As Reported    
    Primary                                    $       .16     $(      .49)    
                                               ===========     ===========    
    Fully Diluted                              $       .16     $(      .49)    
                                               ===========     ===========    
    
 
The computation for 1997 is based on the weighted average number of    
outstanding common shares and additional shares assuming the exercise of    
stock options.  The computation for 1996 is based solely on the weighted    
average number of outstanding common shares.  Neither period assumes     
conversion of the convertible notes or Series A preferred stock since     
such conversions would have been antidilutive.    
    
</TABLE>
 

    
                                                             EXHIBIT 11.2    

<TABLE> 
                             UNISYS CORPORATION    
              STATEMENT OF COMPUTATION OF EARNINGS PER SHARE     
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996     
                                (UNAUDITED)    
                      (Millions, except share data)    
    
<CAPTION> 
                                                  1997             1996    
                                               -----------     -----------    
                                                
<S>                                            <C>             <C> 
Primary Earnings Per Common Share    
    
Average Number of Outstanding Common Shares    175,342,299     172,970,411    
Additional Shares Assuming Exercise of     
    Stock Options                                3,657,454         366,692    
                                               -----------     -----------    
Average Number of Outstanding Common Shares     
    and Common Share Equivalents               178,999,753     173,337,103    
                                               ===========     ===========    
Net Income                                     $      50.9     $      14.2    
Dividends on Series A, B and C Preferred Stock  (     26.6)     (     30.2)    
                                               -----------     -----------    
Primary Earnings (Loss) on Common Shares       $      24.3     $(     16.0)    
                                               ===========     ===========    
Primary Earnings (Loss) Per Common Share       $       .14     $(      .09)    
                                               ===========     ===========    
Fully Diluted Earnings Per Common Share    
    
Average Number of Outstanding Common    
    Shares and Common Share Equivalents        178,999,753     173,337,103    
Additional Shares:    
    Assuming Conversion of Series A     
         Preferred Stock                        47,453,877      47,454,135    
    Assuming Conversion of 8 1/4%     
         Convertible Notes due 2000             33,694,440      33,697,387    
    Assuming Conversion of 8 1/4%     
         Convertible Notes due 2006             43,490,909      43,490,909    
    Attributable to Stock Plans                  2,798,606         334,225    
                                               -----------     -----------    
Common Shares Outstanding Assuming     
    Full Dilution                              306,437,585     298,313,759    
                                               ===========     ===========    
    
Primary Earnings (Loss) on Common Shares       $      24.3     $(     16.0)    
Exclude Dividends on Series A Preferred
 Stock         26.6            26.6     
Interest Expense on 8 1/4% Convertible Notes,     
    due 2000, Net of Applicable Tax                    4.8             4.8    
Interest Expense on 8 1/4% Convertible Notes,     
    due 2006, Net of Applicable Tax                    4.1             4.2    
                                               -----------     -----------    
Fully Diluted Earnings on Common Shares        $      59.8     $      19.6    
                                               ===========     ===========    
Fully Diluted Earnings per Common Share        $       .20     $       .07    
                                               ===========     ===========    
Earnings (Loss) Per Common Share As Reported    
    Primary                                    $       .14     $(      .09)    
                                               ===========     ===========    
    Fully Diluted                              $       .13     $(      .09)    
                                               ===========     ===========    
 
    
The computation for 1997 is based on the weighted average number of    
outstanding common shares and additional shares assuming the exercise of    
stock options and conversion of 8 1/4% convertible notes due 2006.  The     
computation for 1996 is based solely on the weighted average number of     
outstanding common shares.  Conversion is not assumed for the 8 1/4%    
convertible notes due 2000 in 1997, both convertible notes in 1996 and    
Series A preferred stock in both periods since such conversions would     
have been antidilutive.    
</TABLE>
 

    
    
                                                                   Exhibit 12   
 

<TABLE> 
    
                             UNISYS CORPORATION    
       COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)    
                               ($ in millions)    
    
<CAPTION> 
                                Nine    
                                Months    
                                Ended    
                                Sept.30,        Years Ended December 31    
                                -------- -------------------------------------    
                                1997     1996     1995     1994   1993    1992    
                                ----     ----     ----     ----   ----    ----    
<S>                             <C>     <C>     <C>      <C>     <C>     <C> 
Income (loss) from continuing    
 operations before income taxes $177.9  $ 93.7  $(781.1) $ 14.6  $370.9  $301.3    
Add (deduct) share of loss     
  (income) of associated     
  companies                      ( 3.5)  ( 4.9)     5.0    16.6    14.5     3.2    
                                ------- ------  -------  ------  ------  ------    
    Subtotal                     174.4    88.8   (776.1)   31.2   385.4   304.5    
                                ------- ------  -------  ------  ------  ------    
Interest expense (net of     
  interest capitalized)          179.4   249.7    202.1   203.7   241.7   340.6    
Amortization of debt issuance    
  expenses                         5.4     6.3      5.1     6.2     6.6     4.8    
Portion of rental expense    
  representative of interest      44.4    59.2     65.3    65.0    70.5    78.8    
                                ------- ------  -------  ------  ------  ------    
    Total Fixed Charges          229.2   315.2    272.5   274.9   318.8   424.2    
                                ------- ------  -------  ------  ------  ------    
Earnings (loss) from continuing    
  operations before income     
  taxes and fixed charges       $403.6  $404.0  $(503.6) $306.1  $704.2  $728.7    
                                ======  ======  =======  ======  ======  ======    
Ratio of earnings to fixed     
  charges                         1.76    1.28     (a)     1.11    2.21    1.72    
                                ======  ======  =======  ======  ======  ======    
 
    
(a) Earnings for the year ended December 31, 1995 was inadequate to cover  
fixed charges by approximately $776.1 million.    
</TABLE>
 





<TABLE> <S> <C>
 
<ARTICLE>     5 
<LEGEND>      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL 
              INFORMATION EXTRACTED FROM THE FINANCIAL 
              STATEMENTS INCLUDED IN THE COMPANY'S FORM 10-Q     
              FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997  
              AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO  
              SUCH FINANCIAL STATEMENTS. 
<MULTIPLIER>  1,000,000 
        
<S>                                             <C>  
<PERIOD-TYPE>                                   9-MOS 
<FISCAL-YEAR-END>                               DEC-31-1997 
<PERIOD-END>                                    SEP-30-1997 
<CASH>                                                  554    
<SECURITIES>                                              1    
<RECEIVABLES>                                           885    
<ALLOWANCES>                                            (64)    
<INVENTORY>                                             598    
<CURRENT-ASSETS>                                      2,431    
<PP&E>                                                1,808    
<DEPRECIATION>                                       (1,230)    
<TOTAL-ASSETS>                                        6,151    
<CURRENT-LIABILITIES>                                 2,149    
<BONDS>                                               2,055    
<PREFERRED-MANDATORY>                                     0    
<PREFERRED>                                           1,420    
<COMMON>                                                  2    
<OTHER-SE>                                              114    
<TOTAL-LIABILITY-AND-EQUITY>                          6,151    
<SALES>                                               2,041    
<TOTAL-REVENUES>                                      4,737    
<CGS>                                                 1,134    
<TOTAL-COSTS>                                         3,108    
<OTHER-EXPENSES>                                          0    
<LOSS-PROVISION>                                          6    
<INTEREST-EXPENSE>                                      179    
<INCOME-PRETAX>                                         178    
<INCOME-TAX>                                             66    
<INCOME-CONTINUING>                                     112    
<DISCONTINUED>                                            0    
<EXTRAORDINARY>                                           0    
<CHANGES>                                                 0    
<NET-INCOME>                                            112    
<EPS-PRIMARY>                                           .16    
<EPS-DILUTED>                                           .16    
         

</TABLE>