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

                                FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 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 June 30, 1997:
175,200,754.

<PAGE>
                                  Page 2


Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

<TABLE>
                             UNISYS CORPORATION
                         CONSOLIDATED BALANCE SHEET
                                (Millions)
<CAPTION>
                                           June 30,
                                             1997      December 31,
                                         (Unaudited)       1996
                                         -----------   ------------
<S>                                      <C>           <C>
Assets
Current Assets
Cash and cash equivalents                 $  472.0       $1,029.2
Marketable securities                          5.6            5.6
Accounts and notes receivable, net           913.7          959.0
Inventories
   Finished equipment and supplies           317.8          325.5
   Work in process and raw materials         288.6          316.8
Deferred income taxes                        365.8          365.8
Other current assets                         122.6          131.2
                                          --------       --------
Total                                      2,486.1        3,133.1
                                          --------       --------

Long-term receivables, net                    72.2           59.3
                                          --------       --------
Properties and rental equipment            1,844.0        1,950.3
Less-Accumulated depreciation              1,257.3        1,328.5
                                          --------       --------
Properties and rental equipment, net         586.7          621.8
                                          --------       --------
Cost in excess of net assets acquired        965.6          981.3
Investments at equity                        222.4          244.4
Deferred income taxes                        678.7          678.7
Other assets                               1,256.9        1,248.5
                                          --------       --------
Total                                     $6,268.6       $6,967.1
                                          --------       --------
Liabilities and stockholders' equity
Current liabilities
Notes payable                             $    9.6       $   13.9

Current maturities of long-term debt           5.4            5.8
Accounts payable                             730.2          871.1
Other accrued liabilities                  1,184.5        1,453.4
Dividends payable                             26.6           26.6
Estimated income taxes                        85.1           94.3
                                          --------       --------
Total                                      2,041.4        2,465.1
                                          --------       --------
Long-term debt                             2,264.6        2,271.4
Other liabilities                            422.2          474.6
Redeemable preferred stock                                  150.0

Stockholders' equity
Preferred stock                            1,420.2        1,420.2
Common stock, issued: 1997, 176.1; 
   1996, 175.7                                 1.8            1.8
Accumulated deficit                         (768.7)        (770.1)
Other capital                                887.1          954.1
                                          --------       --------
Stockholders' equity                       1,540.4        1,606.0
                                          --------       --------
Total                                     $6,268.6       $6,967.1
                                          ========       ========
<FN>
See notes to consolidated financial statements.
</TABLE>


<PAGE>
                                  Page 3

<TABLE>
                             UNISYS CORPORATION
                CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
                     (Millions, except per share data)
<CAPTION>
                                     Three Months           Six Months
                                     Ended June 30         Ended June 30
                                  -------------------   -------------------
                                    1997       1996       1997       1996
                                  --------   --------   --------   --------
<S>                               <C>        <C>        <C>        <C>
Revenue                           $1,585.3   $1,505.0   $3,116.0   $2,928.1
                                  --------   --------   --------   --------
Costs and expenses
   Cost of revenue                 1,046.9    1,013.1    2,061.9    1,997.3
   Selling, general and 
      administrative                 341.8      346.6      670.6      668.6
   Research and development           67.4       81.4      147.7      177.4
                                  --------   --------   --------   --------
                                   1,456.1    1,441.1    2,880.2    2,843.3
                                  --------   --------   --------   --------
Operating income                     129.2       63.9      235.8       84.8

Interest expense                      59.5       68.3      119.9      118.8
Other income (loss), net             ( 3.2)      12.4      (18.8)      21.7
                                  --------   --------   --------   --------
Income (loss) before income taxes     66.5        8.0       97.1      (12.3)
Estimated income taxes (benefit)      24.6        2.7       35.9      ( 4.2)
                                  --------   --------   --------   --------
Net income (loss)                     41.9        5.3       61.2      ( 8.1)
Dividends on preferred shares         27.8       30.2       57.9       60.4
                                  --------   --------   --------   --------

Earnings (loss) on common shares  $   14.1   $  (24.9)  $    3.3  $   (68.5)
                                  ========   ========   ========  =========
Earnings  (loss) per common share
   Primary                        $    .08   $   (.14)  $    .02  $    (.40)
                                  ========   ========   ========  =========
   Fully Diluted                  $    .08   $   (.14)  $    .02  $    (.40)
                                  ========   ========   ========  =========
<FN>
See notes to consolidated financial statements.
</TABLE>


<PAGE>
                                  Page 4

<TABLE>
                             UNISYS CORPORATION
               CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                (Millions)
<CAPTION>
                                                     Six Months
                                                    Ended June 30
                                                 -------------------
                                                   1997       1996
                                                 --------   ---------
<S>                                              <C>        <C>
Cash flows from operating activities
Net income (loss)                               $    61.2   $(    8.1)
Add (deduct) items to reconcile net 
   income (loss) to net cash (used for) 
   operating activities:
Depreciation                                         80.2        86.1
Amortization:
   Marketable software                               43.9        53.6
   Cost in excess of net assets acquired             23.2        21.7
(Increase) in deferred income taxes                          (   15.6)
Decrease in receivables, net                         32.5        79.0
Decrease (increase) in inventories                   35.9    (   44.5)
(Decrease) in accounts payable and
   other accrued liabilities                     (  414.3)   (  502.5)
(Decrease) in estimated income taxes             (    9.2)   (   39.7)
(Decrease) in other liabilities                  (   52.4)   (    4.5)
Decrease (increase) in other assets                  14.6    (   45.0)
Other                                                 8.1    (   27.8)
                                                ---------    --------
Net cash used for operating activities           (  176.3)   (  447.3)
                                                ---------    --------
Cash flows from investing activities
   Proceeds from investments                        754.4     1,118.9
   Purchases of investments                      (  734.7)   (1,124.6)
   Proceeds from sales of properties                  3.2        18.8
   Investment in marketable software             (   59.1)   (   42.1)
   Capital additions of properties and
      rental equipment                           (   90.5)   (   55.8)
   Purchases of businesses                       (   13.7)   (   12.2)
                                                ---------    --------
Net cash used for investing activities           (  140.4)   (   97.0)
                                                ---------    --------
Cash flows from financing activities
   Redemption of redeemable preferred stock      (  150.0)
   Proceeds from issuance of debt                               700.9
   Principal payments of debt                                (   24.7)
   Net (reduction in) proceeds from short-term
      borrowings                                 (    4.3)        1.7
   Dividends paid on preferred shares            (   59.8)   (   60.4)
   Other                                               .1          .3
                                                ---------    --------
Net cash (used for) provided by financing 
   activities                                    (  214.0)      617.8
                                                ---------    --------
Effect of exchange rate changes on
   cash and cash equivalents                     (   18.4)   (   11.4)
                                                ---------    --------
Net cash (used for) provided by continuing
   operations                                    (  549.1)       62.1
Net cash used for discontinued operations        (    8.1)   (    7.4)
                                                ---------    --------
(Decrease) increase in cash and cash equivalents (  557.2)       54.7
Cash and cash equivalents, beginning of period    1,029.2     1,114.3
                                                ---------    --------
Cash and cash equivalents, end of period         $  472.0    $1,169.0
                                                =========    ========
<FN>
See notes to consolidated financial statements.
</TABLE>


<PAGE>
                             Page 5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

a.   For the three and six months ended June 30, 1997, the computations of
     earnings per share are based on the weighted average number of 
     outstanding common shares and additional shares assuming the exercise 
     of stock options.  The computations for the three and six months
     ended June 30, 1996 are based solely on the weighted average number 
     of outstanding common shares.  None of the periods presented assumes 
     conversion of the 8 1/4% Convertible Subordinated Notes due 2000
     and 2006, or the Series A Preferred Stock since such conversions 
     would have been antidilutive.  The shares used in the computations 
     are as follows (in thousands):

                    Three Months Ended      Six Months Ended
                         June 30,                June 30,
                    ------------------      ----------------
                      1997       1996         1997     1996
                    -------    -------      -------  -------
     Primary        175,906    172,702      175,761  172,070
     Fully diluted  175,906    172,702      175,761  172,070


<PAGE>
                              Page 6


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

Results of Operations

For the three months ended June 30, 1997, the Company reported net income 
of $41.9 million, compared to net income of $5.3 million for the three 
months ended June 30, 1996.  On a per-share basis, the second quarter net 
income was $.08 per primary and fully diluted common share after preferred 
dividends, compared to a loss of $.14 per primary and fully diluted common 
share a year ago.

Total revenue for the quarter ended June 30, 1997 was $1.56 billion, up 5% 
from $1.51 billion for the year-ago period despite the negative impact of 
foreign currencies in the current quarter.  Total gross profit percent was 
34.0% in the second quarter of 1997 compared to 32.7% in the year-ago period.

For the three months ended June 30, 1997, selling, general and administrative 
expenses were $341.8 million compared to $346.6 million for the three months 
ended June 30, 1996, and research and development expenses were $67.4 million 
compared to $81.4 million a year earlier.  The decline in research and 
development was largely due to the Company's cost reduction actions and an 
increase in capitalization of software development costs compared to the 
prior-year period.

For the second quarter of 1997, the Company reported an operating income 
percent (operating income as a percent of revenue) of 8.1% compared to 4.2% 
for the second quarter of 1996.


<TABLE>
Revenue, gross profit percentage and operating income percentage by business 
unit are presented below ($ in millions):
<CAPTION>
                                            Information Global     Computer
                                  Elimi-    Services    Customer   Systems
                       Total      nations   Group       Services   Group
                     --------     -------   ----------- --------   --------
<S>                  <C>          <C>       <C>         <C>        <C>
Three Months Ended
June 30, 1997   
- ------------------
Customer revenue     $1,585.3               $484.1      $542.2     $559.0
Intercompany                      $(110.4)     2.0        19.0       89.4  
                     --------     -------   ------      ------     ------
Total revenue        $1,585.3     $(110.4)  $486.1      $561.2     $648.4  
                     ========     =======   ======      ======     ======

Gross profit percent     34.0%                21.3%       28.9%      43.3%  
                     ========               ======      ======     ======

Operating income
     percent              8.1%                (3.7)%      11.2%      13.5%
                     ========               ======      ======     ======

Three Months Ended
June 30, 1996  
- ------------------
Customer revenue     $1,505.0               $508.6      $486.6     $509.8
Intercompany                      $(156.7)     2.1        32.2      122.4  
                     --------     -------   ------      ------     ------
Total revenue        $1,505.0     $(156.7)  $510.7      $518.8     $632.2  
                     ========     =======   ======      ======     ======
Gross profit percent     32.7%                17.9%       31.9%      38.4%
                     ========               ======      ======     ======


<PAGE>
                              Page 7

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

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

Customer revenue from the Information Services Group ("ISG") decreased 5% in 
the quarter reflecting the continued focus and refinement of the group's 
business model.  ISG gross profit percent was 21.3% in 1997 compared to 17.9%
last year due to the benefits of restructuring and an improved bid quality and
control process.

Global Customer Services ("GCS") customer revenue increased  11% from year-ago 
levels led by growth in distributed computing support services which more than 
offset a decline in core maintenance revenue.  The gross profit percent in GCS
was 28.9% in 1997 compared to 31.9% last year due in large part to the impact,
in the current period, of a large lower-margin federal contract for distributed
computing support services.

Customer revenue in the Computer Systems Group ("CSG") increased 10% 
principally due to increases in sales of large-scale enterprise servers and 
software.  CSG gross profit percent rose to 43.3% in 1997 from 38.4% last year,
due in large part to a higher proportion of sales of large-scale enterprise 
servers.

Interest expense in the second quarter of 1997 was $59.5 million compared to 
$68.3 million in the second quarter of 1996, principally due to lower average 
debt levels.

Other income (loss), net, which can vary from quarter to quarter, was a loss 
of $3.2 million in the current quarter compared to income of $12.4 million in 
the year-ago period.  The change was mainly due to lower equity and interest 
income.

Income before income taxes was $66.5 million in 1997 compared to $8.0 million 
last year.  The provision for income taxes was $24.6 million in the current 
period compared to $2.7 million in the year-ago period.

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.

<PAGE>
                              Page 8

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

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.

Financial Condition

Cash, cash equivalents and marketable securities at June 30, 1997 were $477.6
million compared to $1.0 billion at December 31, 1996.  Cash was used during 
the first six months of 1997 for operating, investing and financing activities
as described below.

Cash used for operating activities during the six months ended June 30, 1997 
was $176.3 million compared to $447.3 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 half of 1997 was $140.4 
million compared to $97.0 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 half of 1997 was $214.0 
million compared to cash provided of $617.8 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 for issuances of debt.  Dividends paid on preferred stock 
were $59.8 million in the first half of 1997 compared to $60.4 million in the 
first half of 1996.

At June 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 June 30, 1997, 
there were no borrowings outstanding under the facility and the entire $200 
million was available for borrowings.

<PAGE>
                              Page 9

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

The Company has on file with the Securities and Exchange Commission an 
effective registration statement covering $500 million of debt or equity 
securities which enables the Company to be prepared for future market 
opportunities.  In addition, the Company may, from time to time, redeem or 
repurchase its securities in the open market or in privately negotiated 
transactions depending upon availability, market conditions, and other factors.

At June 30, 1997, the Company had deferred tax assets in excess of deferred 
tax liabilities of $1,425 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 $416 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 $65.6 million during the six months ended June 
30, 1997 principally reflecting translation adjustments of $71.5 million and 
preferred dividends declared of $59.8 million, offset in part by net income of
$61.2 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 impact of 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 business mix shift away

<PAGE>
                              Page 10

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

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 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.

<PAGE>
                             Page 11


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


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

(a)       The Company's 1997 Annual Meeting of Stockholders (the "Annual
          Meeting") was held on April 24, 1997 in Philadelphia, Pennsylvania.

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

          1.  Election of Directors as follows:

              Gail D. Fosler -- 121,503,768 votes for; 32,470,993 votes
              withheld

              Melvin R. Goodes -- 121,338,295 votes for; 32,636,466 votes 
              withheld

              Edwin A. Huston -- 121,474,372 votes for; 32,500,389 votes 
              withheld

              Robert McClements, Jr. -- 121,353,373 votes for; 32,621,388 votes
              withheld

          2.  A proposal to ratify the selection of the Company's independent 
              auditors for 1997 -- 139,158,378 votes for; 5,603,483 votes 
              against; 9,212,900 abstentions

          3.  A stockholder proposal concerning declassification of the
              Board of Directors -- 63,489,166 votes for; 36,484,130 votes
              against; 3,897,786 abstentions; 50,103,679 broker non-votes

          4.  A stockholder proposal concerning a split-up of the Company
              -- 38,115,355 votes for; 61,648,988 votes against; 3,725,592
              abstentions; 50,484,826 broker non-votes


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

(a)       Exhibits

          See Exhibit Index

(b)       Reports on Form 8-K

          During the quarter ended June 30, 1997, the Company filed no
          Current Reports on Form 8-K.

<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:  August 14, 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
- -------                       -----------

10.1     Unisys Corporation Director Stock Unit Plan, as amended and
         restated effective May 22, 1997

10.2     Unisys Corporation Elected Officer Pension Plan, as amended
         through May 22, 1997

10.3     Unisys Corporation Supplemental Executive Retirement Income
         Plan, as amended through May 22, 1997

10.4     Deferred Compensation Plan for Executives of Unisys
         Corporation, as amended and restated effective May 22, 1997

10.5     Deferred Compensation Plan for Directors of Unisys Corporation,
         as amended and restated effective May 22, 1997

11.1     Statement of Computation of Earnings Per Share for the six
         months ended June 30, 1997 and 1996

11.2     Statement of Computation of Earnings Per Share for the three
         months ended June 30, 1997 and 1996

12       Statement of Computation of Ratio of Earnings to Fixed Charges

27       Financial Data Schedule


</TABLE>





                            UNISYS CORPORATION
                         DIRECTOR STOCK UNIT PLAN

         1.      Purpose.  The purpose of the Unisys Corporation Director Stock
Unit Plan (the "Plan") is to provide a vehicle through which all or a portion
of the remuneration paid to Directors of Unisys Corporation (the
"Corporation") who are not employees of the Corporation may be paid in a form
which (1) more closely aligns directors' and stockholders' interests and (ii)
permits Directors to defer recognition of income until termination of service
with the Corporation.

         2.      Effective Date.  The Board of Directors (the "Board") 
approved the Plan on November 21, 1991.  The Plan has been amended and 
restated from time to time since its original adoption and the effective 
date of this amended and restated Plan is May 22, 1997.

         3.      Definitions.

                 (A)     "Account" means, for any Director, the memorandum 
account established for the Director under Section 6.

                 (B)     "Beneficiary" means the person or persons 
designated from time to time in writing by a participating Director to 
receive payments after the death of such Director or, in the absence of 
any such designation or in the event that such designated person or persons 
shall predecease such Director, his/her estate.

                 (C)     "Board" shall mean the Board of Directors of the

Corporation.

                 (D)     "Change in Control" shall have the same
meaning as is ascribed to that term under the 1990 Long-Term Incentive 
Plan, or any successor stock option plan.

                 (E)     "Committee" means the Compensation and Organization 
Committee of the Board.

                 (F)     "Compensation" includes remuneration (other than that 
paid in accordance with Section 4(B) hereof) for services as a Director, 
including Directors' retainer fees ("Retainer Fees")and Board and Committee 
meeting fees ("Meeting Fees").

                 (G)     "Compensation Payment Date" means, with respect to a 
Retainer Fee, the first business day of the month for which such monthly 
Retainer Fee or Meeting Fee is due and payable or such other date as may be 
designated by the Board or Committee from time to time as the payment date 
for Retainer Fees or Meeting Fees.  If Unisys Common Stock is not traded on 
such date, the Compensation Payment Date shall be the next preceding trading 
day.
                 (H)     "Corporation" means Unisys Corporation.

                 (I)     "Deferred Compensation" means the amount the 
Director elects to defer pursuant to Section 4(A) hereof.

                 (J)     "Director" means a member of the Board who is not an 
employee of the Corporation.

                 (K)     "Fair Market Value" means, on any date, the closing 
sales price of a share of Unisys Common Stock as reported on the Composite 
Tape for New York Stock Exchange Companies.

                 (L)     "Stock Units" means Unisys common stock-equivalent 
units, which may be awarded pursuant to the Plan as Elective or Non-elective
Stock Units.  Stock Units also include Frozen Stock Units held under the 
Directors Deferred Compensation Plan and transferred to this Plan effective 
July 25, 1996.

                 (M)     "Stock Unit Award Value" means the dollar amount of 
the Retainer Fee or Meeting Fee, as established by the Board from time to time,
payable on a Compensation Payment Date.

                 (N)     "Valuation Date" shall mean the last business day of
 a calendar month.

         4.      Crediting of Stock Units.

                 (A)     Elective Stock Units.  Prior to or during any 
calendar year, a Director may elect (i) to defer all or a portion of his 
or her cash Compensation that would be paid to him for services rendered 
during the following calendar year or for the remainder of the current 
calendar year, as applicable, and (ii) to be credited in lieu of such amount 
with Stock Units.

                 (B)     Non-Elective Stock Unit Awards.  On the Compensation 
Payment Date, each Director's Account shall be credited with Stock Units 
equal to the Stock Unit Award Value.  The Board shall have the discretion 
to make additional Stock Unit awards at such times and in such amounts as 
it deems appropriate.

                 (C)     Amount Credited.  The number of Stock Units to be 
credited to a Director's Account shall be the quotient of (a) divided by (b) 
where (a) equals the Deferred Compensation or Stock Unit Award Value, as 
applicable, and (b) equals the Fair Market Value on the Compensation Payment
Date.

         5.      Elections.

                 (A)     A Director's election shall be executed in writing on
a form furnished by the Secretary of the Corporation on or before the date 
that is (I) no later than December 31 of the year preceding the calendar year
to which the election applies or (II) at least three months and one day before
the date on which the Retainer Fee or Meeting Fee to be deferred, absent
deferral, would be paid to the Director, provided, however, that an
individual who becomes a Director after January 1 of a calendar year may make
an Election with respect to Compensation that has not been paid and, absent
deferral, would be paid to him or her during the remainder of the calendar
year in which he or she has become a Director, by executing the required
written election on or before the date that is 30 days after the date on
which he or she becomes a Director.  The election must specify that the
Director desires to be credited Stock Units in lieu of receiving his/her
Compensation in cash.

                 (B)     An election, once made, shall be irrevocable with
respect to Compensation payable for the calendar year or years to which it
applies.

                 (C)     An election must specify either a percentage or a 
certain dollar amount of the Compensation to be deferred under the Plan.

                 (D)     An election must specify whether the Stock Units will 
be paid in cash or in common stock of the Corporation, provided, however, that
no election to be paid Stock Units in the form of stock shall become effective
until November 1, 1996.

                 (E)     An election shall specify the date on which payment 
of the amount deferred is to commence, subject to Sections 8 and 9 hereof, and 
may specify that such payment is to commence as of:

                         (1)     the Director's termination of service as a 
member of the Board (including as a result of disability); or

                         (2)     a specific date (which may be determined by 
reference to the Director's termination of service) that is at least five 
years after the date on which the initial amounts to be deferred, absent 
deferral, would be paid to the Director.

                 (F)     The Director must specify the manner in which 
payment of his or her Account is to be made and may specify that such payment
is to be made either in a single sum or in annual installments.

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

                 (H)     Deferrals of a Director's Compensation shall be 
credited to the Plan at the time at which the Compensation, absent deferral,
would otherwise be payable to the Director.

                 (I)     Unless the Election form specifically provides 
otherwise, an Election shall expire as of the last day of the calendar year 
that includes the first day on which any compensation, absent deferral, would 
be paid to the Director.

                 (J)     Additional payment elections with respect to 
Non-Elective Stock Unit Awards may be provided if deemed necessary and 
appropriate by the Committee.

         6.      Memorandum Account.  The Corporation shall establish on its 
books a memorandum account for each Director denoted as the Director's 
Corporation Stock Units Account.  Stock Units, dividends and other adjustments
shall be credited to the account and payments made to the Director or 
Beneficiary shall be debited to the account.  No assets shall be segregated 
or earmarked in respect of any amounts credited to the Account and no Director
shall have any right to assign, transfer, pledge or hypothecate his or her 
interest or any portion thereof in his or her Account.  The Plan and the 
crediting of Accounts hereunder shall not constitute a trust and shall be 
merely for the purpose of recording an unsecured contractual obligation.

         7.      Dividends and Other Adjustments.  If the Corporation shall 
issue a stock dividend on the common stock, stock dividend equivalents shall 
be credited to the Account, as of the dividend payment date, as Stock Units in
the same amount as the stock dividends to which the Director would have been
entitled if the Stock Units were shares of common stock.  Cash dividends, if
any, shall be credited to the Account, as of the dividend payment date, in
the form of Stock Units determined in the manner set forth in Section 4(C)
hereof based on the Fair Market Value of the Common Stock on the dividend
payment date.  The Account shall be appropriately adjusted to reflect splits,
reverse splits, or comparable changes to the Corporation's common stock.

         8.      Distribution of Accounts.

                 (A)     Payment Election.  Except as otherwise provided in 
Section 9, payment of an Account shall commence as of the Valuation Date next
following the date or dates specified in the Election or Elections or (where
applicable) the Revised Election or Elections; provided, however, that where
the Election or Elections or (where applicable) the Revised Election or
Elections specify that payments with respect to an Account are to commence as
of a specified date or specified dates not determined by reference to the
Director's termination of service and the Director terminates service prior
to such date or dates, payment of the portion of the Director's Account that
was to commence on such date or dates shall commence as of the Valuation Date
next following the Director's termination of service, but in the same form
specified in the Director's Election or Elections or (where applicable) the
Revised Election or Elections.

                         (1)     All payments shall be made in the form or 
forms specified in the Election or Elections or (where applicable) the 
Revised Election or Elections.

                         (2)     To the extent a Director has not specified 
the form or time of payment of all or a part of his or her Account, payment 
of the amounts not specified will be made in a single sum as soon as 
administratively practicable, but within 90 days, after the first Valuation 
Date following the Director's termination of service as a Director.

                         (3)     Where a Director has elected payment in 
the form of annual installments, each installment payment after the initial 
installment payment shall be made on or about March 31 of each year following 
the year in which the first installment was paid.  With respect to each 
Election made by a Director, the amount of each annual installment payment to 
be made to the Director shall be determined by dividing the portion of the 
Director's Account covered by such Election as of the latest Valuation Date 
preceding the date of payment by the number of installments remaining to be 
paid under such Election.

                         (4)     Notwithstanding any election made by a 
Director, any portion of a Director's Account that has not been paid to the 
Director as of the date of his or her death shall be paid to the Director's 
Beneficiary in a single sum as soon as administratively practicable, but 
within 90 days following the Valuation Date on which the Corporation receives 
notification of the Director's death.

                 (B)     Revised Election.

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

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

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

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

                         (2)     If a Participant has made a Revised 
Election with respect to amounts the payment of which has been deferred to a 
certain date, the Participant may not thereafter make another Revised Election
with respect to amounts the payment of which, as of the date on which such 
Revised Election is made and before giving effect to the Revised Election, 
has been deferred to the same date.

                         (3)     To be effective, a Revised Election must be:

                                 (I)     made in writing by the Director 
on a form furnished for such purpose by the Secretary of the Corporation;

                                 (II)    submitted to the Secretary of 
the Corporation on or before the date that is three months and one day 
before the date on which the portion of the Director's Account that is 
the subject of the Revised Election would, absent the Revised Election, 
first become payable; and

                                 (III)   approved by the Secretary of the 
Corporation.  A Revised Election will be deemed to have been approved by 
the Secretary of the Corporation if it is not disapproved by the Secretary 
of the Corporation within ten days of the date on which it is received.

                 (C)     Valuation of Account.  In determining the amount 
to be paid upon termination of service, the cash value of a Director's 
Account shall equal the product of the number of Stock Units credited to 
the Account multiplied by the Fair Market Value as of the applicable 
Valuation Date. The value of Stock Units payable in stock shall equal 
shares of Unisys Common Stock equal to the number of whole Stock Units.  
The value of fractional Stock Units shall be paid in cash.  The amount of 
each annual installment payment shall be determined by dividing the value 
determined in according with the preceding sentence as of the date of the 
installment payment by the number of installments remaining to be paid.

                 (D)     No Early Withdrawals.  No early withdrawal of a 
Director's Account shall be permitted.  Except as provided in Section 9 
hereof or as provided in an Election or Revised Election, distribution of
a Director's Account may be made only upon termination of service as a 
Director.

         9.      Accelerated Payment.

                 (A)     Change in Control.

                         (1)     Notwithstanding any other provision of 
the Plan to the contrary, in the event of a "change in control," each 
Director may elect to receive a single sum payment of all or any portion 
of his or her Stock Unit Account balance.  Such election shall only be 
effective if delivered to the Secretary of the Corporation within the 
ninety-day period immediately following the date of the occurrence of the 
change in control.

                         (2)     If an election is timely made, the Director 
(or Beneficiary) will be entitled to receive, as soon as practicable after 
the expiration of the ninety-day period, an amount equal to (a) the full 
value or any portion thereof of the Stock Unit Account minus (b) an early 
withdrawal penalty equal to 8% of the total value of (a).  The Committee, 
upon advice of counsel, may modify the early withdrawal penalty described 
above in any way it deems appropriate and consistent with the purposes of 
the Plan.

                         (3)     If litigation is brought by the Director or 
the Beneficiary after a change in control to enforce or interpret any 
provision of the Plan, the Corporation to the extent permitted by applicable 
law shall reimburse the Director (or Beneficiary) for the reasonable fees 
and disbursements of counsel incurred in such litigation.

                 (B)     Change in Circumstances.  Notwithstanding any other
provision of this Plan to the contrary, the Committee in its sole discretion
may accelerate the payment of Stock Units Accounts to all or any group of
similarly situated Directors or Beneficiaries, whether before or after the
Director's termination of service, in response to changes in the tax laws or
accounting principles.

         10.     Amendment and Termination.  The Board may modify or amend, in
whole or in part, any or all of the provisions of the Plan, or suspend or
terminate it entirely; provided, however, that any such modification,
amendment, suspension or termination may not, without the participating
Director's consent, adversely affect any amount credited to his/her Account
for any period prior to the effective date of such modification, amendment,
suspension or termination.  The Plan shall remain in effect until
terminated pursuant to this provision.

         11.     Administration.  The Plan shall be administered by the 
Committee.  Any decision made or action taken by the Committee arising out 
of or in connection with the construction, administration, interpretation, 
or effect of the Plan shall be within the absolute discretion of the 
Committee and shall be conclusive and binding on all parties.

         12.     Expenses and Taxes.  All expenses and costs in connection 
with the operation of this Plan shall be borne by the Corporation.  The 
Corporation shall have the right to deduct from any payment to be made 
pursuant to this Plan any federal, state or local taxes required by law 
to be withheld.

         13.     Governing Law.  The Plan shall be construed and its 
provisions enforced and administered in accordance with the laws of the 
Commonwealth of Pennsylvania except as such laws may be superseded by any 
federal law.

         14.      SEC Rule 16b.  The Plan is intended to comply with SEC 
Rule 16b-3 as adopted by the Securities and Exchange Commission effective 
November 1, 1996, and as amended thereafter, and the Committee is authorized 
to interpret the Plan, modify the Plan and/or adopt rules pursuant to the Plan
in order to comply with Rule 16b-3 or such other exemptions as may be
applicable.  Specifically, the Committee may delay payment of accounts which
have been deferred or credited for a period of less than six months as of
the payment date.




                           UNISYS CORPORATION
                      ELECTED OFFICER PENSION PLAN
                         EFFECTIVE JUNE 1, 1988
                    (As Amended through May 22, 1997)

                               ARTICLE I

                                PURPOSE

1.01     The Unisys Corporation Elected Officer Pension Plan (the "Plan")
         has been adopted by Unisys Corporation (the "Company") to provide
         a minimum level of retirement benefits for elected Officers (as 
         defined in Section 2.12 below) of the Company.  The Plan is effective 
         June 1, 1988 and applies to any elected  Officer or other eligible 
         employee of the Company who terminates employment on or after that 
         date.  This document is a restatement which includes all amendments 
         made through January 23, 1997.  Prior to June 1, 1988, elected 
         Officers of the Company were provided executive pension benefits 
         under the Unisys Corporation Supplemental Executive Retirement 
         Income Plan - Part IV or the Sperry Corporation Executive Pension 
         Plan.  Officers who terminated employment prior to June 1, 1988 will 
         receive executive pension benefits, if any, under the terms of the 
         prior plan in effect on their termination date.

                               ARTICLE II

                              DEFINITIONS

2.01     "Board" shall mean the Board of Directors of Unisys Corporation.

2.02     "Bonus Plan" shall mean the Unisys Executive Bonus  Plan, the
         Unisys Senior Manager Bonus Plan or any predecessor
 or successor
         annual bonus plan.

2.03     "Company" shall mean Unisys Corporation, a Delaware corporation.

2.04     "Company Plan" shall mean the Unisys Pension Plan.

2.05     "Committee" shall mean the Administrative Committee as appointed
         from time to time by the Board.

2.06     "Code" shall mean the Internal Revenue Code of 1986,  as amended
         from time to time.

2.07     "Credited Service" shall mean the Participant's  Credited Service,
         as defined in Article IV.

2.08     "Disability" shall refer to a Participant who is determined by the
         Committee or its designee to be unable to perform, because of
         injury or sickness, each of the regular duties of the Participant's
         occupation for a period of up to 24 months.  After 24 months, the
         Participant will continue to be considered Disabled if  the Committee
         or its designee determines that the Participant cannot perform each 
         of the regular duties of any gainful occupation for which he or she 
         is fitted by training, education or experience.

2.09     "Effective Date" shall mean June 1, 1988.

2.10     "Final Average Compensation" shall mean the  Participant's Final
         Average Compensation, as defined in the Company Plan, except that
         any annual bonus amount payable under the Bonus Plan and deferred
         by the Participant (or any salary amounts deferred under an  
         arrangement approved by the Board) and any amounts  excluded from 
         consideration under the Company Plan due to the application of 
         Section 401(a)(17) of the Code shall be included in the calculation 
         of Final Average Compensation in the month in which such amounts were
         or would otherwise have been paid; provided, however, that no more 
         than the most recent five annual bonus  amounts (whether paid or 
         deferred) shall be included in the calculation of Final Average 
         Compensation.

2.11     "Employee" shall mean any person employed by Unisys Corporation or
         one of its subsidiaries.

2.12     "Officer" shall mean any officer of the Company elected by the
         Board, but excluding assistant officers,  appointed officers or
         the general auditor.

2.13     "Part IV" shall mean Part IV of the Unisys Corporation
         Supplemental Executive Retirement Income Plan, as in effect
         immediately prior to the Effective Date.

2.14     "Participant" shall mean any person entitled to participate in
         this Plan under Article III.

2.15     "Plan" shall mean the Unisys Corporation Elected Officer Pension
         Plan, as set forth herein and as hereafter amended.

2.16     "Primary Social Security Benefit" shall mean the annualized amount
         calculated according to the rules for computing the primary social
         security benefit payable to a Participant upon attainment of
         Social Security Retirement Age under the Federal Social Security Act 
         as in effect at the time the Participant retires.  In the event that a
         Participant retires prior to attainment of eligibility for Social
         Security benefits, the Participant's Primary Social Security Benefit
         shall be deemed to be 80% of the Primary Social Security Benefit 
         payable at Social Security Retirement Age.  In the event the 
         Participant retires after attainment of eligibility for Social 
         Security benefits, but before Social Security Retirement Age, the 
         Primary Social Security Benefit shall be deemed to be an amount 
         prorated between the benefit payable at Social Security Retirement 
         Age and 80% of such amount.  For purposes of this calculation, it will
         be assumed that the Participant has no earnings for Social Security 
         purposes beyond the date of retirement.

2.17     "Prior Plan(s)" shall mean Part IV and/or the Sperry Plan.

2.18     "Sperry Plan" shall mean the Sperry Corporation Executive Pension
         Plan, as in effect immediately prior to the Effective Date.

2.19     "Supplemental Plan" shall mean the Unisys Corporation Supplemental
         Executive Retirement Income Plan-Part I, as amended and restated
         effective April 1, 1988.  Unless otherwise specified, capitalized
         words and phrases used in this Plan shall have the same meaning as 
         such words or phrases when used in the Company Plan.

2.20     Change in Control means any of the following events:

         (a)  The acquisition by any individual, entity or group (within
              the meaning of Section 13(d)(3) or 14(d)(2) of the
              Securities Exchange Act of 1934, as amended (the "Exchange 
              Act")) (a "Person") of beneficial ownership (within the meaning 
              of Rule 13d-3 promulgated under the Exchange Act) of 20% or more 
              of either (i) the then outstanding shares of common stock of the 
              Company (the "Outstanding Company Common Stock") or (ii) the 
              combined voting power of the then outstanding voting securities 
              of the Company entitled to vote generally in the election of 
              directors (the "Outstanding Company Voting Securities"); 
              provided, however, that for purposes of this subsection (a), the 
              following acquisitions shall not constitute a Change of Control: 
              (i) any acquisition directly from the Company, (ii) any 
              acquisition by the Company, (iii) any acquisition by any employee
              benefit plan (or related trust) sponsored or maintained by the 
              Company or any corporation controlled by the Company or (iv) any 
              acquisition by any corporation pursuant to a transaction which 
              complies with clauses (i), (ii) and (iii) of subsection (c) of 
              this Section 2.20; or 

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

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

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

2.21     "Date of an Insolvency" shall mean the date on which the Company
         (i) voluntarily files a petition under the United States
         Bankruptcy Code, (including a petition for Chapter 11 reorganization)
         or (ii) has filed involuntarily against it a petition under the United
         States Bankruptcy Code and an Order for Relief is entered thereon.

                               ARTICLE III

                      ELIGIBILITY FOR PARTICIPATION

3.01     Participation

         (a)  Each Employee who is or becomes an Officer on or after the
              Effective Date shall become a participant in this Plan and
              shall have a vested right to a retirement benefit calculated
              in accordance with Article V on the earliest to occur of the 
              following:

              (1)  the date on which the Employee attains age 55 and
                   completes 10 years of Credited Service, provided that
                   the Employee is or becomes an Officer on or after such
                   date; or

              (2)  the date on which occurs a Change in Control or the
                   Date of an Insolvency, provided the Employee is an
                   Officer on such date; or

              (3)  for an Employee who is an Officer on or after January
                   1, 1997, the date on which the Employee attains age 50
                   and completes 5 years of Credited Service, provided
                   that the Employee continues to be an Officer as of such 
                   date and provided that such Employee is employed by the 
                   Company or an AffiliatedCompany on or after December 31, 
                   1998; or

              (4)  The date specified in a written agreement between a
                   Participant and the Company, provided that for
                   agreements entered into on and after May 22, 1997, 
                   such agreements must be approved by the Compensation 
                   and Organization Committee of the Board.

         (b)  An Officer who is eligible under paragraph (a) above and who
              retires or terminates employment due to Disability or death,
              or a former Officer who was eligible under paragraph (a) above 
              and retires from active employment with the Company or 
              terminates employment with the Company due to death or 
              Disability within twelve months of ceasing to be an Officer, 
              shall be eligible, upon application, to receive the 
              retirement and surviving spouse benefits provided in Article
              V below.

         (c)  A former Officer who was eligible under paragraph (a) above
              and continues in active employment for more than twelve
              months after ceasing to be an Officer shall be eligible, upon
              application, to receive a vested annual retirement benefit 
              calculated in accordance with Sections 5.01(a), 5.03, 5.05 
              and 5.06, utilizing as an offset the amount of benefits 
              payable under the Company Plan and the Supplemental Plan
              calculated as if the Participant had elected a single 
              life annuity form of benefit under the Company Plan, and 
              such former Officer shall not be eligible for the survivor
              benefits described in Section 5.04.  This Section 3.01(c) 
              shall not apply after the occurrence of a Change in Control 
              with respect to any individual who was an Officer on the date
              of the Change in Control.

         (d)  Each Employee who was a participant in a Prior Plan, but who 
              is not eligible to participate in this Plan, shall continue
              to have his or her rights to executive pension benefits
              determined under such Prior Plan.

         (e)  Notwithstanding anything to the contrary in Section 3.01(a)(3), 
              if an Employee who would otherwise become a participant on 
              December 31, 1998 under Section 3.01(a)(3) is terminated by the 
              Company without "cause" prior to December 31, 1998, then that
              employee will become a participant as of December 31, 1998 
              provided that Credited Service and Final Average Compensation 
              will be determined as of the employee's termination date.  For 
              purposes of this Section 3.01(e), "cause" shall mean intentional 
              dishonesty, gross neglect of the employee's duties, or the 
              continued failure by the employee to perform his/her duties 
              (provided that the Company has provided the employee with notice 
              identifying the manner in which it reasonably believes that the
              employee has failed to adequately perform his/her duties, and 
              the employee has failed to discontinue the inadequate 
              performance within 30 days of receiving such notice).  The 
              determination of whether an employee was terminated without 
              cause shall be made by the Committee and that determination 
              shall be final and binding on all parties.

                               ARTICLE IV

                            CREDITED SERVICE

4.01     Credited Service

         Credited Service under this Plan shall be calculated on the basis of
         Credited Service as defined in the Company Plan for the
         following periods:

         (a)  period of employment as an Officer; and

         (b)  up to twelve months of active employment with the Company
              immediately following termination of Officer status, or, if
              longer, the number of months of a Company approved leave of 
              absence due to Disability immediately following termination
              of Officer status; and

         (c)  employment prior to becoming an Officer with the Company
              including a predecessor or an Affiliated Company or 50%
              Affiliated Company for the period of time such company was an 
              Affiliated Company or 50% Affiliated Company.  However, if a 
              Participant receives Credited Service under the Company Plan 
              for employment with a company before it became an Affiliated 
              Company or 50% Affiliated Company, Credited Service shall 
              include the period of employment with such company.

                               ARTICLE V

                        CALCULATION OF BENEFITS

5.01     Amount of Benefits

         (a)  Subject to the adjustments set forth in Sections 5.02 and
              5.03, a Participant shall receive an annual retirement
              benefit payable at Normal Retirement Date equal to:

              (1)  40% of the Participant's Final Average Compensation
                   for the Participant's first 10 years of Credited
                   Service, or, for a Participant who has less than 10 
                   years of Credited Service, one-third of one percent 
                   of the Participant's Final Average Compensation for each 
                   month of Credited Service; plus

              (2)  1% of the Participant's Final Average Compensation for
                   each year of Credited Service in excess of 10 (but not
                   in excess of 30) including proportional credit for a
                   fraction of a year; minus

              (3)  50% of the Participant's Primary Social Security
                   Benefit.

         (b)  The benefit payable from this Plan and described in
              paragraph (a) shall be a monthly benefit paid in the form of
              a single life annuity if the Participant is unmarried on the 
              date that the Participant commences receipt of benefits, or in 
              the form of a joint and 50% surviving spouse annuity if the 
              Participant is married on the date the Participant commences 
              receipt of benefits.  The benefit payable to a Participant 
              shall not be reduced or increased as a result of such payment 
              in the surviving spouse benefit form or for any age difference
              between the Participant and spouse.

5.02     Optional Forms of Benefit Payments

         In lieu of the normal form of benefit payment described in Section
         5.01(b), a Participant who is married at commencement of benefit 
         payments may elect to receive the benefit payable from this Plan
         and described in Section 5.01(a) in either of the following
         optional forms:

         (a)  a joint and 75% surviving spouse annuity which will provide
              the Participant with a reduced lifetime benefit equal to 95%
              of the benefit described in Section 5.01(a) and with a
              benefit equal to 75% of such reduced benefit payable to the
              Participant's surviving spouse for the spouse's life; or

         (b)  a joint and 100% surviving spouse annuity which will provide
              the Participant with a reduced lifetime benefit equal to 90%
              of the benefit described in Section 5.01(a) and with a
              benefit equal to 100% of such reduced benefit payable to the
              Participant's surviving spouse for the spouse's life.

5.03     Early Retirement Prior to Age 62

         Benefits paid under this Plan shall be reduced by one- half of one
         percent (0.5%) for each calendar month by which the commencement
         of benefits precedes the first  day of the month following the
         Participant's 62nd birthday.

5.04     Death Benefits

         (a)  In the event of the death of a Participant who, at the time
              of death, is eligible under Section 3.01(b) above, and who:

              (1)  has not commenced retirement benefits under this Plan; and

              (2)  who has a surviving spouse, such Participant's
                   surviving spouse shall receive a survivor's benefit in
                   the amount described in paragraph (b).

         (b)  The amount payable under this paragraph shall be equal to
              the benefit the spouse would have received if the
              Participant:

              (1)  had terminated employment on the earlier of the date
                   of death or the date of the Participant's actual
                   termination of employment; and

              (2)  had survived to the benefit commencement date
                   described in subsection (c); and

              (3)  had begun to receive an immediate retirement benefit
                   in the Normal Form under Section 5.01(b); and

              (4)  had died on the following day.

         (c)  The benefit payable under this Section shall be paid to the
              surviving spouse in the form of a single life annuity and
              shall commence on the  date on which the Surviving Spouse's 
              Benefit under the Company Plan commences (or, if the Participant 
              was not a participant in the Company Plan, the first day of any 
              month elected by the surviving spouse).

         (d)  No benefits shall be payable from this Plan to a surviving
              spouse (or any other beneficiary) of a Participant unless
              the form of benefit paid to the Participant provides for the 
              payment of benefits upon the Participant's death or except as 
              otherwise provided in this Section.

5.05     Special Minimum Benefit Provisions

         (a)  The value of the accrued benefit determined under this
              Article (but without regard to this Section 5.05) for a
              Participant who was a participant in a Prior Plan shall in no 
              event be less than the value of the Participant's accrued benefit
              under the terms of such Prior Plan as of May 31, 1988, including
              early retirement reduction factors in effect under the Prior 
              Plan on such date.

         (b)  Notwithstanding anything in this Article to the contrary,
              any Participant who was a participant in a Prior Plan may
              elect to continue to have annual retirement benefits
              determined under the terms of such Prior Plan as in effect
              on May 31, 1988 provided that:

              (1)  such election shall expire as to an  Participant who
                   continues in employment beyond May 31, 1991, and

              (2)  for purpose of calculating a Participant's benefit
                   under the Sperry Plan, the actuarial equivalent
                   factors in converting the Participant's benefit to an 
                   optional form of payment shall be those factors in effect 
                   on March 31,1988.

         (c)  In the event that a Participant's benefit under the Company
              Plan is determined under the grandfather provision described
              in Section 4.5 of the Company Plan (as in effect April 1, 1988),
              such Participant may elect to have the normal retirement 
              benefit otherwise determined under Section 5.01 determined 
              under the benefit formula set forth in the Participant's 
              Prior Plan.

5.06     Benefit Offset

         (a)  The retirement benefit determined under this Article and payable
              to a Participant or surviving spouse shall be reduced by any 
              benefit payable under the Company Plan and the Supplemental 
              Plan, calculated in accordance with Section 6.01.

         (b)  With respect to a Participant who is not a participant in the
              Company Plan, the retirement benefit payable to the Participant 
              or surviving spouse shall be reduced by the amount of retirement 
              pension payable under the plan of any Affiliated Company or 50% 
              Affiliated Company, including any governmental plan retirement 
              benefit or lump sum termination or similar entitlements, 
              in effect at the time of the Participant's termination of 
              employment.

                               ARTICLE VI

                            BENEFIT PAYMENTS

6.01     Form of Benefit Payment

         If a Participant should elect a form of benefit payment under the
         Company Plan (or such other plan or program, unless impracticable
         not to so elect) which is different than the form of benefit payment
         under this Plan, then for purposes of determining the offset under
         Section 5.06, the Participant shall be deemed to be in receipt of the
         amount of benefit payable as if the Participant had elected the Normal
         Form of Benefit under the Company Plan.

6.02     Commencement of Benefits

         Benefit payments to a Participant shall commence at the same time that
         benefit payments commence under the Company Plan.  If a Participant is
         not a Participant in the Company Plan, the Participant will commence
         receipt of benefits under this Plan as of the first day of the 
         calendar month following the Participant's termination of employment,
         unless the Committee, in its sole discretion, agrees to an 
         alternative commencement date.

6.03     Funding of Benefits

         Benefits under this Plan shall not be funded and shall be paid out 
         of the general assets of the Company.  The Company shall not be
         required to segregate any funds for the Plan's Participants.
         Notwithstanding any provision in this Section 6.03 to the contrary, 
         the Committee shall have the discretion but not the obligation to 
         fund this Plan through a trust of the type described in Internal 
         Revenue Service Private Letter Ruling 8502023.

6.04     Forfeiture and Suspension of Benefits

         (a)  Any benefit payable under this Plan shall be suspended for any
              period during which it is determined by the Committee that a 
              Participant is engaged or employed as a business owner, 
              employee or consultant in any activity which is in competition 
              with any line of business of the Company existing as of the 
              date of the Participant's termination of employment from the 
              Company.

         (b)  Additionally, any benefit payable under this Plan shall be
              forfeitable in the event it is found by the Committee that a
              Participant, either during or following termination of 
              employment with the Company, willfully engaged in any activity 
              which is determined by the Committee to be materially adverse 
              or detrimental to the interests of the Company, including any 
              activity which might reasonably be considered by the Committee 
              to be of a nature warranting dismissal of an employee for 
              cause.  If the Committee so finds, it may suspend benefits to 
              the Participant and, after furnishing  notice to the 
              Participant, may terminate benefits under this Plan.  The
              Committee will consider in its deliberation relative to this 
              provision any explanation or justification submitted to it in 
              writing by the Participant within 60 days following the giving 
              of such notice. 

         (c)  Except as heretofore provided for in this Section 6.04, the
              acceptance by a Participant of any benefit under this Plan
              shall constitute an agreement with the provisions of this 
              Plan and a representation that he or she is not engaged or 
              employed in any activity serving as a basis for suspension or 
              forfeiture of benefits hereunder.  The Committee may require 
              each Participant eligible for a benefit under this Plan to 
              acknowledge in writing prior to the payment of such benefit 
              that he or she will accept payment of benefits under this 
              Plan only if there is no basis for such suspension or 
              forfeiture.

                               ARTICLE VII

                             ADMINISTRATION

7.01     Committee

         The Plan shall be administered by the Committee, which shall 
         administer the Plan in a manner consistent with the administration 
         of the Company Plan, except that this Plan shall be administered as 
         an unfunded plan which is not intended to meet the requirements of 
         Section 401 of the Code.

7.02     Claims Procedure

         (a)  In the event that the Committee denies, in whole or in part,
              a claim for benefits by a Participant or surviving spouse,
              the Committee shall furnish notice of the denial to the
              claimant, setting forth:

              (1)  the specific reasons for the denial,

              (2)  specific reference to the pertinent Plan provisions on 
                   which the denial is based,

              (3)  a description of any additional information necessary 
                   for the claimant to perfect the claim and an
                   explanation of why such information is necessary, and

              (4)  appropriate information as to the steps to be taken 
                   if the claimant wishes to submit the claim for review.

              Such notice shall be forwarded to the claimant within 90 days 
              of the Committee's receipt of the claim; provided, however, 
              that in special circumstances the Committee may extend the 
              response period for up to an additional 90 days, in which 
              event it shall notify the claimant in writing of the 
              extension, and shall specify the reason or reasons for 
              the extension.

         (b)  Within 60 days of receipt of a notice of claim denial, a
              claimant or the claimant's duly authorized representative
              may petition the Committee in writing for a full and fair review
              of the denial. The claimant or the claimant's duly authorized 
              representative shall have the opportunity to review pertinent 
              documents and to submit issues and comments in writing to the 
              Committee.  The Committee shall review the denial and shall 
              communicate its decision and the  reasons therefore to the 
              claimant in writing within 60 days of receipt of the petition; 
              provided, however, that in special circumstances the Committee
              may extend the response period for up to an additional 60 days,
              in which event it shall notify the claimant in writing prior to 
              the commencement of the extension.

7.03     Plan Amendment and Termination

         The Company expects to continue this Plan indefinitely, but reserves 
         the right to amend or discontinue it if, in its sole judgment, such 
         a change is deemed necessary or desirable.  However, if the Company 
         should amend or discontinue this Plan, the Company shall be liable 
         for any benefits accrued under this Plan (determined on the basis 
         of each Employee's presumed termination of employment as of the 
         date of such amendment or discontinuance) as of the date of such 
         action.  Any change to the Plan which adversely affects a 
         Participant's or Beneficiary's rights to benefits and/or the 
         amount, form and manner in which benefits are accrued, vested 
         and/or paid shall not affect the Participant's or Beneficiary's 
         benefits accrued up to the date of the change.  Changes which 
         adversely affect a Participant's or Beneficiary's rights under the
         Plan may only take effect on the adoption date of the change and 
         on a going forward basis.

7.04     No Employment Rights

         Neither the action of the Company in establishing the Plan, nor any
         provisions of the Plan, nor any action taken by the Company or
         by the Committee shall be construed as giving to any employee of the
         Company or any of its subsidiaries the right to be retained in its
         employ, or any right to payment except to the extent of the benefits
         provided by the Plan.

7.05     Severability of Provisions

         If any provision of this Plan is determined to be void by any court of
         competent jurisdiction, the Plan shall continue to
         operate and, for the purposes of the jurisdiction of that court only,
         shall be deemed not to include the provision determined to be void.

7.06     Non-Assignability

         Except as required by applicable law, no benefits under this Plan 
         shall be subject in any manner to alienation, anticipation, sale, 
         transfer, assignment, pledge, or encumbrance.

7.07     Withholding

         The Company shall have the right to withhold any and all state, local,
         and Federal taxes which may be withheld in accordance with applicable
         law.

7.08     Governing Law

         Except to the extent superseded by ERISA, all questions pertaining to
         the validity, construction, and operation of the Plan shall be 
         determined in accordance with the laws of the Commonwealth 
         of Pennsylvania.



                           UNISYS CORPORATION
    SUPPLEMENTAL EXECUTIVE RETIREMENT INCOME PLAN AS AMENDED AND RESTATED
                        EFFECTIVE APRIL 11, 1988
                   (As Amended Through May 22, 1997)

                               PREAMBLE

The Unisys Corporation Supplemental Executive Retirement Income Plan, as
amended and restated effective April 1, 1988 (the "Supplemental Plan"), was
adopted by Unisys Corporation (the "Company") to provide for the payment of
supplemental pension benefits to certain employees who retire under the terms
of the Unisys Pension Plan (the "Company Plan").  Capitalized terms which are
used and not otherwise defined in this Supplemental Plan have the same
definition assigned to them in the Company Plan.

The Supplemental Plan was originally adopted by Burroughs Corporation,
effective January 1, 1976, and prior to April 1, 1988, was known as the
Burroughs Corporation Supplemental Executive Retirement Income Plan (the
"Burroughs Plan").  The Burroughs Plan provided for the payment of
supplemental pension benefits to employees of the Company who participated in
the Burroughs Employees' Retirement Income Plan.  Prior to April 1, 1988, the
Company also maintained the Sperry Excess Benefit Plan (the "Sperry Plan")
which provided for the payment of supplemental pension
 benefits to employees
of the Company who participated in Part A of the Sperry Retirement Program.
(The Burroughs Plan and Sperry Plan will be collectively referred to
hereinafter as the "Prior Plan(s).")  Effective April 1, 1988, supplemental
pension benefits will be provided to employees who participate in the Unisys
Pension Plan pursuant to the terms of the Supplemental Plan.

The provisions of Part IV of the Supplemental Plan (effective from April
1, 1988 through May 31, 1988) have been amended and restated effective June
1, 1988 and Part IV has been renamed the Unisys Corporation Elected Officers'
Pension Plan.  The provisions of that Plan are set forth in a separate plan
document.

Purpose

The Supplemental Plan (which consolidates the provisions of Parts I and II of
the Burroughs Plan) provides for the payment of pension benefits that would
have been paid under the Company Plan but for the benefit limitations imposed
by the Internal Revenue Code (the "Code").  The Supplemental Plan also
provides for the payment of pension benefits that would have been paid under
the Company Plan if deferred salary and annual bonuses had been included in
the calculation of the employee's Compensation.

Effective Date

The Effective Date of the Supplemental Plan, as amended and restated, is
April 1, 1988.

Any former Employee who has retired or terminated employment before
April 1, 1988 shall receive no additional rights as a result of this amended
and restated Supplemental Plan, but shall have his right to benefits, if any,
determined in accordance with the terms of the Prior Plan in effect on the
date of his retirement or other termination of employment.

ARTICLE I - SUPPLEMENTAL BENEFITS

1.1   Eligibility

      (a)  Each Employee who is a Participant in the Company Plan and whose
      pension benefits payable under the Company Plan are limited by the
      compensation or benefit limitations set forth in Sections 401(a)(17) or
      415 of the Code shall be eligible for the benefits described in Section
      1.2(a)(1) hereunder.

      (b)  Each Employee who is a Participant in the Company Plan and who has
      elected to defer bonus payments payable under the Unisys Senior Manager
      Bonus Plan or the Unisys Executive Bonus Plan (or under any predecessor
      or successor annual bonus plan) or who has elected to defer salary under
      an arrangement approved by the Board of Directors of the Company, which
      deferred amounts would otherwise have been payable in the final 120 full
      consecutive months of active employment shall be eligible for the
      benefits described in Section 1.2(a)(2) hereunder.

      (c)  An Employee who terminates employment prior to earning a vested
      right in his accrued benefit under the Company Plan will not be eligible
      to receive the benefits provided hereunder.

1.2   Calculation of Supplemental Pension Benefit

      (a)  Subject to subsection (b), an eligible Employee or the Employee's
      Beneficiary, if applicable, shall be entitled to receive a supplemental
      pension benefit equal to the pension benefit that would have been paid to
      the Employee or Beneficiary under the terms of the Company Plan,
      calculated as if:

           (1) the Company Plan were administered without regard to the special
           benefit limitations imposed under Sections 401(a)(17)
           or 415 of the Code; and

           (2) any annual bonus or variable compensation amount payable under
           the Unisys Senior Manager Bonus Plan, the Unisys Executive Bonus 
           Plan or the Unisys Executive Variable Compensation Plan (or any
           predecessor or successor annual bonus or variable compensation 
           plan) and deferred by the Employee, and any salary amounts 
           deferred under an arrangement approved by the Board of Directors 
           of the Company, had been included in the Employee's Compensation
           in the month in which the Employee would have received the bonus
           or variable compensation amount or salary (but for the Employee's
           election to defer).

      (b)  The supplemental pension benefit calculated under Subsection (a)
      shall be reduced by any benefit payable under the Company Plan,
      calculated as if such benefit is payable in the same form as the benefit
      payable under the Supplemental Plan.  The calculation will be made by
      utilizing methods and assumptions that the Committee deems to be
      reasonable.

      (c)  For purposes of Subsection (a)(2), the subsequent receipt of any
      deferred annual bonus amount or salary included in the Employee's Final
      Average Compensation under the Company Plan shall not be considered for
      purposes of benefit calculation hereunder.

ARTICLE II - GENERAL PROVISIONS OF THE SUPPLEMENTAL PLAN

2.1     Survivor Benefits

The pre-retirement surviving spouse benefit provisions and the normal and 
optional forms of retirement income provisions which apply under the Company
Plan shall also apply under this Supplemental Plan.

2.2     Forfeiture of Benefits

Any benefit payable under this Supplemental Plan shall be forfeitable in the
event it is found by the Committee that a retired member hereunder, either
during or following termination of employment with the Company, willfully
engaged in any activity which is determined by the Committee to be materially
adverse or detrimental to the interests of the Company, including any activity
which might reasonably be considered by the Committee to be of a nature
warranting dismissal of an employee for cause.  If the Committee so finds, it
may suspend benefits to such retired member and, after furnishing notice to
the retired member, may terminate benefits under this Supplemental Plan.  The
Committee will consider in its deliberation relative to this provision any
explanation or justification submitted to it in writing by the retired member
within 60 days following the giving of such notice.

Except as heretofore provided for in this Section 2.2, the acceptance by a
retired member of any benefit under this Supplemental Plan shall constitute
an agreement with the provisions of this Supplemental Plan and a
representation that he or she is not engaged or employed in any activity
serving as a basis for suspension or forfeiture of benefits hereunder.  The
Committee may require each retired member eligible for a benefit under this
Supplemental Plan to acknowledge in writing prior to payment of such benefit
that he or she will accept payment of benefits under this Supplemental Plan
only if there is no basis for such suspension or forfeiture.

2.3     Administration

This Supplemental Plan shall be administered by the committee (the
"Committee") appointed by the Board of Directors to administer the Company
Plan.  The Committee shall administer this Supplemental Plan in a manner
consistent with the administration of the Company Plan, except that this
Supplemental Plan shall be administered as an unfunded plan which is not
intended to meet the qualification requirements of Section 401 of the
Internal Revenue Code.  The Committee's decision in all matters involving the
interpretation and application of this Supplemental Plan shall be final.

2.4     Payment of Benefits

Payment of benefits under this Supplemental Plan shall be coincident with and
in the same form as the payment of the limited benefit payments made to the
employee or on his behalf to his beneficiaries under the Company Plan.

2.5     Employees' Rights

An employee's rights, or the rights of an employee's beneficiary, under this
Supplemental Plan, except as to eligibility for a vested benefit and except
as specifically altered by the terms of this Supplemental Plan shall be the
same as such person's rights under the Company Plan, except that such person
shall not be entitled to the payment of any benefits under this Plan from the
trust established under the Company Plan.  Benefits under this Supplemental
Plan shall be payable from the general assets of the Company.

2.6     Amendments and Discontinuance

The Company expects to continue this Supplemental Plan indefinitely, but
reserves the right to amend or discontinue it if, in its sole judgment, such
a change is deemed necessary or desirable.  However, if the Company should
amend or discontinue this Supplemental Plan, the Company shall be liable for
any benefits accrued under this Supplemental Plan as of the date of such
action.  Any change to the Plan which adversely affects a Participant's or
Beneficiary's rights to benefits and/or the amount, form and manner in which
benefits are accrued, vested and/or paid shall not affect the Participant's
or Beneficiary's benefits accrued up to the date of the change.  Changes
which adversely affect the Participant's or Beneficiary's rights under the
Plan may only take effect on the adoption date of the change and on a going
forward basis.




                         DEFERRED COMPENSATION PLAN
                   FOR EXECUTIVES OF UNISYS CORPORATION
                                 Article I
                            Purpose & Authority

         1.1     Purpose.  The purpose of the Plan is to offer Eligible
Executives the opportunity to defer receipt of a portion of their
compensation from the Corporation, under terms advantageous to both the
Eligible Executive and the Corporation.

         1.2     Effective Date.  The Board originally approved the
Officers' Plan on January 29, 1982.  The Plan has been amended and
restated from time to time since its original adoption and this amended 
and restated version of the Plan is effective May 22, 1997.

         1.3     Authority.  Any decision made or action taken by the
Corporation and any of its officers or employees involved in the
administration of this Plan, or any member of the Board or the Committee
arising out of or in connection with the construction, administration,
interpretation and effect of the Plan shall be within the absolute
discretion of all and each of them, as the case may be, and will be
conclusive and binding on all parties.  No member of the Board and no
employee of the Corporation shall be liable for any act or action
hereunder, whether of omission or commission, by any other member or
employee or by any agent to whom duties in connection
 with the
administration of the Plan have been delegated or, except in
circumstances involving the member's or employee's bad faith, for
anything done or omitted to be done by himself or herself.

                                 Article II
                                Definitions

         2.1     "Account" means, for any Participant, the memorandum
account established for the Participant under Section 4.1.

         2.2     "Account Balance" means, for any Participant as of any
date, the aggregate amount reflected in his or her Account.

         2.3     "Beneficiary" means the person or persons designated
from time to time in writing by a Participant to receive payments under
the Plan after the death of such Participant or, in the absence of such
designation or in the event that such designated person or persons
predeceases the Participant, the Participant's estate.

         2.4     "Board" means the Board of Directors of the Corporation.

         2.5     "Committee" means the Compensation and Organization
Committee of the Board.

         2.6     "Corporation" means Unisys Corporation.

         2.7     "Deferral Election" means an election by an Eligible
Executive to defer a portion of his or her compensation from the
Corporation under the Plan, as described in Section 3.1.

         2.8     "Directors' Plan" means the Deferred Compensation Plan
for Directors of Unisys Corporation.

         2.9     "Eligible Executive" means, for any calendar year, an
individual: (1) who is employed by the Corporation at Level 25 or above
(or at Level P3 or above, if the individual is employed in the
Information Services Division of the Corporation); (2) for whom the sum
of (A) the individual's base salary from the Corporation and (B) 75
percent of the individual's Target EVC for the calendar year equals or
exceeds the maximum amount of compensation that is permitted to be taken
into account under section 401(a)(17) of the Internal Revenue Code
during a plan year that begins in the calendar year; and (3) who is
designated by the Vice President, Human Resources as an Eligible
Executive.

         2.10    "EVC" means, for any individual, the amount payable to
such individual under the Unisys Executive Annual Variable Compensation
Plan (or under any successor annual incentive plan of the Corporation)
or under any other similar annual incentive plan of the Corporation
approved by the Vice President, Human Resources.

         2.11    "Investment Measurement Option" means any of the
hypothetical investment alternatives available for determining the
additional amounts to be credited to a Participant's Account under
Section 4.2.  Effective January 1, 1997, the Investment Measurement
Options available are all of the investment options available to
eligible participants under the USP.

         2.12    "Officers' Plan" means the Deferred Compensation Plan
for Officers of Unisys Corporation, the predecessor of this Plan.

         2.13    "Participant" means an Eligible Executive or former
Eligible Executive who has made a Deferral Election and who has not received
a distribution of his or her entire Account Balance.

         2.14    "Plan" means the Deferred Compensation Plan for
Executives of Unisys Corporation, as set forth herein and as amended
from time to time.

         2.15    "Revised Election" means an election made by a
Participant, in accordance with Section 5.2, to change the date as of
which payment of his or her Account Balance is to commence and/or the
form in which such payment is to be made.

         2.16    "Target EVC" means, for any individual, the amount
that will be payable to such individual as EVC if the criteria
applicable to such individual are satisfied.

         2.17    "USP" means the Unisys Savings Plan.

         2.18    "Valuation Date" means the last business day of each
calendar month.

                               Article III
                        Deferral of Compensation

         3.1     Deferral Election.

         (a)     During any calendar year, each individual who is an
Eligible Executive for such calendar year may, by properly completing a
Deferral Election, elect to defer:

                 (1)     all or a portion of his or her salary that, 
absent deferral, would be paid to him or her for services rendered
during the remainder of the current calendar year and/or the next
following calendar year; and/or

                 (2)     all or a portion of his or her EVC that, absent 
deferral, would be paid to him/her in the next following calendar year.

         (b)     To be effective, a Deferral Election with respect to
EVC must be made in writing by the Eligible Executive on a form
furnished by the Corporate Executive Compensation Department on or
before September 30 of the calendar year immediately preceding the
calendar year in which the amounts to be deferred, absent deferral,
would be paid to the Eligible Executive, and a Deferral Election with
respect to salary must be made in writing by the Eligible Executive on a
form furnished by the Corporate Executive Compensation Department on or
before the date that is at least three months and one day before the
date on which the amounts to be deferred, absent deferral, would be paid
to the Eligible Executive provided, however, that an individual who
becomes an Eligible Executive after the effective date of the Plan (as
set forth in Section 1.2) may make a Deferral Election with respect to
salary that, absent deferral, would be paid to him or her during the
remainder of the calendar year in which he or she becomes an Eligible
Executive and with respect to all or a portion of the EVC that, absent
deferral, would be paid to him or her in the next following calendar
year by filing the required written election with the Corporate
Executive Compensation Department on or before the date that is 30 days
after the date on which he or she becomes an Eligible Executive.
(c)Once made, a Deferral Election shall become effective
upon approval by the Corporate Executive Compensation Department and is
thereafter irrevocable, except to the extent otherwise provided in
Section 5.2.  A Deferral Election will be deemed to have been approved
by the Corporate Executive Compensation Department if it is not
disapproved by the Corporate Executive Compensation Department within
ten days of the date on which it is received.

         (d)     An Eligible Executive's Deferral Election must specify
either a percentage or a certain dollar amount of his or her salary
and/or EVC to be deferred under the Plan.  In addition, the Deferral
Election must specify the date on which payment of the Eligible
Executive's Account Balance is to commence and the manner in which such
payment is to be made.

                 (1)     The Eligible Executive must specify the date as
of which payment of his or her Account Balance is to commence and may
specify that such payment is to commence as of:

                         (A)     his or her termination of active employment 
(including as a result of retirement or disability) with the Corporation; or

                         (B)     a specific date (which may be determined
by reference to the Eligible Executive's retirement or other termination
of employment) that is at least five years after the date on which the
amounts to be deferred, absent deferral, would be paid to the Eligible
Executive.

                 (2)     The Eligible Executive must specify the manner
in which payment of his or her Account Balance is to be made and may
specify that such payment is to be made either in a single sum or in
annual installments.

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

         (e)     Deferrals of an Eligible Executive's salary shall be
credited to the Plan ratably throughout the year (or, where applicable, the
portion of the year) to which the Deferral Election applies.  Deferrals of
an Eligible Executive's EVC shall be credited at the time
at which the EVC absent deferral, would be payable to the Participant.

         (f)     Unless the Deferral Election form specifically provides
otherwise, a Deferral Election with respect to salary shall expire as of
the last day of the calendar year that includes the first day on which
any amount, absent deferral, would be paid to the Eligible Executive and
a Deferral Election with respect to EVC shall expire as of the date on
which the EVC that is the subject of the Deferral Election is credited
under the Plan.

         3.2     Payment of FICA and Other Taxes.  To the extent that, as 
a result of a Deferral Election, the compensation currently payable
to an Eligible Executive during any period is insufficient to permit an
amount equal to the FICA and other taxes that are payable by the
Eligible Executive, and required to be withheld by the Corporation,
during that period to be withheld from such current compensation, the
Eligible Executive shall be notified by the Corporation and shall
provide the Corporation with a check in an amount equal to the
difference between the amount of FICA and other taxes payable by the
Eligible Executive during the period and the amount of compensation
otherwise currently payable to the Eligible Executive during the period.
If the Eligible Executive does not provide such check within the time
period specified by the Corporation, the Eligible Executive's Account
Balance shall be reduced by an amount equal to the sum of (a) the
difference between the amount of FICA and other taxes payable by the
Eligible Executive, and required to be withheld by the Corporation,
during the period and the amount of compensation otherwise currently
payable to the Eligible Executive during the period and (b) any
additional Federal, state and local income taxes payable by the Eligible
Executive with respect to the reduction in his or her Account Balance
made pursuant to this Section 3.2.

                               Article IV
                      Treatment of Deferred Amounts

         4.1     Memorandum Account.  The Corporation shall establish on its
books an Account for each Participant.  Amounts deferred by a Participant
pursuant to a Deferral Election shall be credited to the Participant's
Account on the date on which the deferred amounts, absent deferral, would
have been paid to the Participant.  In addition, as of each Valuation Date,
incremental amounts determined in accordance with Section 4.2 will be
credited or debited to each Participant's Account.  Any payments made to or
on behalf of the Participant and for his or her Beneficiary shall be
debited from the Account.  No assets shall be segregated or earmarked in
respect to any Account and no Participant or Beneficiary shall have any
right to assign, transfer, pledge or hypothecate his or her interest or any
portion thereof in his or her Account.  The Plan and the crediting of
Accounts hereunder shall not constitute a trust or a funded arrangement of
any sort and shall be
merely for the purpose of recording an unsecured contractual obligation
of the Corporation.

         4.2     Investment Measurement Options.

         (a)     Subject to the provisions of this Section 4.2, a 
Participant's Account shall be credited or debited with amounts equal to
the amounts that would be earned or lost with respect to the Participant's
Account Balance if amounts equal to that Account Balance were actually
invested in the Investment Measurement Options in the manner specified by
the Participant.

         (b)     Each Eligible Executive may elect, at the same time as a 
Deferral Election is made, to have one or more of the Investment 
Measurement Options applied to current deferrals.  Such election with
respect to current deferrals may be changed as of the first day of any
month, provided that notice of such election is made prior to the first
day of that month with the Corporate Executive Compensation Department
or its designee.

         (c)     Subject to the restrictions described in Subsection (d),
a Participant may elect to change the manner in which Investment Measurement 
Options apply to existing Account Balances.  Such an election will be 
effective as of the first day of the month following the date on which an 
election is made with the Corporate Executive Compensation Department or 
its designee.

         (d)     The following rules apply to Investment Measurement
Options.

                 (1)     The percentage of a Participant's current deferrals 
and/or Account Balance to which a specified Investment Measurement 
Option is to be applied must be a multiple of five percent.

                 (2)     To the extent that a Participant has not
specified an Investment Measurement Option to apply to all or a portion of
his or her current deferrals and/or Account Balance, the Insurance
Contract Fund shall be deemed to be the applicable Investment
Measurement Option.

                 (3)     The chosen Investment Measurement Option or Options
shall apply to deferred amounts on and after the date on which such amounts,
absent deferral, would have been paid to the Participant.

         (e)     The Committee shall have the authority to modify the
rules and restrictions relating to Investment Measurement Options
(including the authority to change such Investment Measurement Options
prospectively) as it, in its discretion, deems necessary and in accord with
the investment practices in place under the USP.

                               Article V
                      Payment of Deferred Amounts

         5.1     Form and Time of Payment.  The benefits to which a
Participant or a Beneficiary may be entitled under the Plan shall be
paid in accordance with this Section 5.1.

         (a)     All payments under the Plan shall be made in cash.

         (b)     Except as otherwise provided in Sections 5.3 and 5.4,
payment of a Participant's Account Balance shall commence as of the
Valuation Date next following the date or dates specified in the
Participant's Deferral Election or Elections or (where applicable) the
Participant's Revised Election or Elections; provided, however, that
where the Participant's Deferral Election or Elections or (where
applicable) the Participant's Revised Election or Elections specify that
payments with respect to a Participant's Account Balance are to commence
as of a specified date or specified dates not determined by reference to
the Participant's retirement or other termination of employment and the
Participant terminates employment with the Corporation prior to such
date or dates, payment of the portion of the Participant's Account
Balance that was deferred to such date or dates shall commence as of the
Valuation Date next following the Participant's termination of
employment, but in the same form specified in the Participant's Deferral
Election or Elections or (where applicable) the Participant's Revised
Election or Elections.

         (c)     All payments shall be made in the form or forms
specified in the Participant's Deferral Election or Elections or (where
applicable) the Participant's Revised Election or Elections.

         (d)     To the extent a Participant has not specified the form
or time of payment of his or her Account Balance, payment will be made
in a single sum as soon as administratively practicable, but within 90
days, after the first Valuation Date following the Participant's
termination of employment with the Corporation.

         (e)     Where a Participant has elected payment in the form of
annual installments, each installment payment after the initial
installment payment shall be made on or about March 31 of each year
following the year in which the first installment was paid.  With
respect to each Deferral Election made by a Participant, the amount of
each annual installment payment to be made to a Participant or
Beneficiary under such Deferral Election shall be determined by dividing
the portion of the Participant's Account Balance attributable to such
Deferral Election as of the latest Valuation Date preceding the date of
payment by the number of installments remaining to be paid under such
Deferral Election.

         (f)     Notwithstanding any election made by a Participant,
any portion of a Participant's Account Balance that has not been paid to
the Participant as of the date of his or her death shall be paid to the
Participant's Beneficiary in a single sum as soon as administratively
practicable, but within 90 days, after the Valuation Date following the
date on which the Corporation receives notification of the Participant's
death.

         5.2     Revised Election.

         (a)     Pursuant to a Revised Election, a Participant may specify:

                 (1)     a date for the commencement of the payment of 
the Participant's Account Balance that is after the date specified in
the Participant's Deferral Election; and/or

                 (2)     a form of payment that calls for a greater number 
of annual installment payments than that specified in the Participant's 
Deferral Election, or a number of annual installment payments where the 
Participant specified a single sum payment in his or her Deferral Election.

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

         (b)     If a Participant has made a Revised Election with
respect to amounts the payment of which has been deferred to a certain
date, the Participant may not thereafter make another Revised Election
with respect to amounts the payment of which, as of the date on which
such Revised Election is made and before giving effect to the Revised
Election, has been deferred to the same date.

         (c)     To be effective, a Revised Election must be:

                 (1)     made in writing by the Participant on a form 
furnished for such purpose by the Corporate Executive Compensation Department;

                 (2)     submitted to the Corporate Executive Compensation 
Department on or before the date that is three months and one day before 
the date on which the portion of the Participant's Account Balance that 
is the subject of the Revised Election would, absent the Revised Election, 
first become payable; and

                 (3)     approved by the Corporate Executive Compensation 
Department.  A Revised Election will be deemed to have been approved by
the Corporate Executive Compensation Department if it is not disapproved
by the Corporate Executive Compensation Department within ten days of
the date on which it is received.

         5.3     Special Payments.

         (a)     Notwithstanding any other provision of the Plan to the
contrary, a Participant may receive payment of all or a portion of his
or her Account Balance as soon as administratively practicable following
the receipt by the Corporate Executive Compensation Department of the
Participant's written request for such payment.

         (b)     (1)     As a condition of receiving any payment made
pursuant to Subsection5.3(a), a Participant will be subject to, and
must elect the application of, one of the following penalties:

                         (A)     payment to the Company of an amount 
equal to eight percent of the amount of the payment made pursuant to
Subsection 5.3(a) and suspension of the Participant's further
participation in the Plan or any equivalent plan or plans maintained by
the Corporation or a subsidiary of the Corporation for the entire
calendar year described in "(B)" below; or

                         (B)     payment to the Company of an amount equal 
to six percent of the amount of the payment made pursuant to Subsection
5.3(a), and suspension of the Participant's tax-deferred contributions
to the Plan and the USP or any equivalent plan or plans maintained by
the Corporation or a subsidiary of the Corporation for the entire
calendar year that follows the date on which the Participant submits to
the Corporate Executive Compensation Department his or her request for
payment pursuant to Subsection5.3(a).

                 (2)     The payment to the Company specified in
Paragraph 5.3(b)(1) shall generally be deducted from the amount
otherwise payable to the Participant under Subsection 5.3(a).

         (c)     Where a Participant receives a payment of less than
his or her entire Account Balance pursuant to Subsection 5.3(a), the
portion of the Participant's Account Balance to which each Investment
Measurement Option is applied shall be reduced proportionately so that the
Investment Measurement Options apply to the Participant's Account Balance
in the same percentages immediately before and immediately after the
payment.

         (d)     Notwithstanding any provision of the Plan to the
contrary, in the event the Committee determines that any portion of a
Participant's Account Balance is the subject of a final determination by
the Internal Revenue Service that such portion is includible in the
Participant's taxable income, the Participant's Account Balance shall be
distributed to the extent it is so includible.  All income taxes and
related interest and penalties associated with credits to or distributions
from a Participant's Account shall be borne by the Participant.

         5.4     Acceleration of Payment.  Notwithstanding any other
provision of this Plan to the contrary, the Committee in its sole
discretion may accelerate the payment of Account Balances to all or any
group of similarly situated Participants or Beneficiaries, whether
before or after the Participants' termination of service, in response to
changes in the tax laws or accounting principles.

                               Article VI
                             Miscellaneous

         6.1     Amendment.  The Board may modify or amend, in whole or
in part, any of or all the provisions of the Plan, or suspend or
terminate it entirely; provided, however, that any such modification,
amendment, suspension or termination may not, without the Participant's
consent, adversely affect any deferred amount credited to him or her for
any period prior to the effective date of such modification, amendment,
suspension or termination.  The Plan shall remain in effect until
terminated pursuant to this provision.

         6.2     Administration.  The Committee shall have the
sole authority to interpret the Plan and in its discretion to establish
and modify administrative rules for the Plan.  All expenses and costs in
connection with the operation of this Plan shall be borne by the
Corporation.  The Corporation shall have the right to deduct from any
payment to be made pursuant to this Plan any federal, state or local
taxes required by law to be withheld, and any associated interest and/or
penalties.

         6.3     Governing Law.  The Plan shall be construed and
its provisions enforced and administered in accordance with the laws of
the Commonwealth of Pennsylvania except as such laws may be superseded by
the federal law.

                               Article VII
                      Transfer of Account Balance

         7.1     Transfer to Director's Plan.  Notwithstanding
any election of form of payments made hereunder, a Participant who,
following his termination of employment with the Corporation will be
eligible to participate in the Directors' Plan, may elect at any time
prior to the date that is three months and one day before the
Participant's termination of employment to transfer all or any portion
of his Account Balance to the Directors' Plan.  Such transfer must occur
prior to the date that payments of the Participant's Account Balance
would otherwise be made, or commence, hereunder.  Upon transfer, the
Participant's Account Balance (or the portion thereof transferred) will
be subject to the terms and conditions of the Directors' Plan; provided,
however, that any election of form of payment made under the Directors'
Plan with respect to the amount transferred may not provide for a form
of payment that is in any way more rapid than the form of payment in
effect under this Plan with respect to such amounts immediately prior to
transfer to the Directors' Plan.  Valuation of the Account Balance (or
the portion thereof) to be transferred shall be made consistent with the
valuation provisions described in Article V.  Upon transfer, the
Participant's (or his or her Beneficiary's) rights hereunder with
respect to the amounts transferred shall cease.



                           DEFERRED COMPENSATION
                 PLAN FOR DIRECTORS OF UNISYS CORPORATION

                               Article I
                          Purpose & Authority

         1.1     Purpose.  The purpose of the Plan is to offer members of the
Board of Directors who are not employees of the Corporation the opportunity to
defer receipt of a portion of their Compensation, under terms advantageous to
both the Director and the Corporation.

         1.2     Effective Date.  The Board originally approved the Plan on
November 20, 1981, and the Plan was subsequently amended, effective January 1,
1994.  This document reflects the Plan as amended and restated effective May
22, 1997.  The terms of this amended and restated Plan shall apply to all
Account Balances and elections made pursuant to the Plan prior to its
amendment.

         1.3     Authority.  Any decision made or action taken by the
Corporation and any of its officers or employees involved in the
administration of this Plan, or any member of the Board or the Committee
arising out of or in connection with the construction, administration,
interpretation and effect of the Plan shall be within the absolute discretion
of all and each of them, as the case may be, and will be conclusive and
binding on all parties.  No member of the Board and no employee of the
Corporation shall be
 liable for any act or action hereunder, whether of
omission or commission, by any other member or employee or by any agent to
whom duties in connection with the administration of the Plan have been
delegated or, except in circumstances involving the member's or employee's
bad faith, for anything done or omitted to be done by himself or herself.

                               Article II
                              Definitions

         2.1     "Account" means, for any Participant, the memorandum account
established for the Participant under Section 4.1.

         2.2     "Account Balance" means, for any Participant as of any date,
the aggregate amount reflected in his or her Account.
 
         2.3     "Beneficiary" means the person or persons designated from
time to time in writing by a Participant to receive payments under the Plan
after the death of such Participant or, in the absence of such designation or
in the event that such designated person or persons predeceases the
Participant, the Participant's estate.

         2.4     "Board" means the Board of Directors of the Corporation.

         2.5     "Committee" means the Compensation and Organization
Committee of the Board.

         2.6     "Compensation" means amounts payable by the Corporation,
absent deferral, with respect to services provided by a Participant to the
Corporation as a Director, including retainer and meeting fees, but shall not
include non-elective stock unit amounts credited, payable or paid under the
Stock Unit Plan.

         2.7     "Corporation" means Unisys Corporation.

         2.8     "Deferral Election" means an election by an Eligible
Director to defer a portion of his or her Compensation under the Plan, as
described in Section 3.1.

         2.9     "Eligible Director" means, a member of the Board who is not
an employee of the Corporation.

         2.10    "Investment Measurement Option" means any of the
hypothetical investment alternatives available for determining the additional
amounts to be credited to a Participant's Account under Section 4.2.  The
Investment Measurement Options currently available are (a) the Fidelity
Retirement Money Market Portfolio, (b) the Fidelity Asset Manager: Growth
Fund, (c) the Fidelity Magellan Fund, (d) the Fidelity Asset Manager Fund,
(e) the Fidelity Asset Manager: Income Fund, (f) the Fidelity U.S. Equity
Commingled Fund, and (h) the Interest Income Fund, each of which are
investment options currently available under the USP.

         2.11    "Officers' Plan" means the Deferred Compensation Plan for
Executives of Unisys Corporation.

         2.12    "Participant" means an Eligible Director or former Eligible
Director who has made a Deferral Election and who has not received a
distribution of his or her entire Account Balance.

         2.13    "Plan" means the Deferred Compensation Plan for Directors of
Unisys Corporation, as set forth herein and as amended from time to time.

         2.14    "Revised Election" means an election made by a Participant,
in accordance with Section 5.2, to change the date as of which payment of his
or her Account Balance is to commence and/or the form in which such payment is
to be made.

         2.15    "USP" means the Unisys Savings Plan.

         2.16    "Valuation Date" means the last business day of a calendar
month.

                               Article III
                        Deferral of Compensation

         3.1     Deferral Election.

         (a)     Prior to or during any calendar year, each Eligible Director
may elect to defer all or a portion of his or her Compensation that, absent
deferral, would be paid to him or her for services rendered during the
following calendar year or the remainder of the current calendar year, as
applicable, by properly completing a Deferral Election form.

         (b)     To be effective, a Deferral Election must be made in writing
by the Eligible Director on a form furnished by the Secretary of the
Corporation on or before the date that is (I) no later than the December 31
prior to the calendar year to which the Deferral Election applies or (II) at
least three months and one day before the date on which the amounts to be
deferred, absent deferral, would be paid to the Eligible Director, provided,
however, that an individual who becomes an Eligible Director after January 1
of a calendar year may make a Deferral Election with respect to Compensation
that, absent deferral, would be paid to him or her during the remainder of
the calendar year in which he or she has become an Eligible Director, by
filing the required written election on or before the date that is 30 days
after the date on which he or she becomes an Eligible Director.

         (c)     Once made, a Deferral Election shall become effective upon
approval by the Secretary of the Corporation and is thereafter irrevocable,
except to the extent otherwise provided in Section 5.2.  A Deferral Election
will be deemed to have been approved by the Secretary of the Corporation if 
it is not disapproved by the Secretary of the Corporation within ten days of
the date on which it is received.

         (d)     An Eligible Director's Deferral Election must specify either
a percentage or a certain dollar amount of his or her Compensation to be
deferred under the Plan.  In addition, the Deferral Election must specify the
date on which payment of the amount deferred is to commence and the manner in
which such payment is to be made.

                 (1)     The Eligible Director must specify the date as of 
which payment of the amount deferred is to commence, subject to Section 5.1(b)
hereof, and may specify that such payment is to commence as of:

                         (A)     his or her termination of service as a 
member of the Board (including as a result of disability); or

                         (B)     a specific date (which may be determined by
reference to the Eligible Director's termination of service) that is at least
five years after the date on which the initial amounts to be deferred, absent
deferral, would be paid to the Eligible Director.

                 (2)     The Eligible Director must specify the manner in which
payment of his or her Account Balance is to be made and may specify that such
payment is to be made either in a single sum or in annual installments.

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

         (e)     Deferrals of an Eligible Director's Compensation shall be
credited to the Plan at the time at which the Compensation, absent deferral,
would be payable to the Participant.

         (f)     Unless the Deferral Election form specifically provides
otherwise, a Deferral Election shall expire as of the last day of the calendar
year that includes the first day on which any amount, absent deferral, would
be paid to the Eligible Director.

                               Article IV
                      Treatment of Deferred Amounts

         4.1     Memorandum Account.  The Corporation shall establish on its
books an Account for each Participant.  Amounts deferred by a participant 
pursuant to a Deferral Election shall be credited to the Participant's Account
on the date on which the deferred amounts, absent deferral, would have been
paid to the Participant. In addition, as of each Valuation Date, incremental
amounts determined in accordance with Section 4.2 will be credited or debited
to each Participant's Account.  Any payments made to or on behalf of the
Participant and for his or her Beneficiary shall be debited from the Account.
No assets shall be segregated or earmarked in respect to any Account and no
Participant or Beneficiary shall have any right to assign, transfer, pledge
or hypothecate his or her interest or any portion thereof in his or her
Account.  The Plan and the crediting of Accounts hereunder shall not
constitute a trust or a funded arrangement of any sort and shall be merely
for the purpose of recording an unsecured contractual obligation of the
Corporation.

         4.2     Investment Measurement Options.

         (a)     Subject to the provisions of this Section 4.2, a
Participant's Account shall be credited or debited with amounts equal to the
amounts that would be earned or lost with respect to the Participant's
Account Balance if amounts equal to that Account Balance were actually
invested in the Investment Measurement Options in the manner specified by the
Participant.

         (b)     Each Eligible Director may elect, at the same time as a
Deferral Election is made, to have one or more of the Investment Measurement
Options applied to current deferrals.  Such election with respect to current
deferrals may be changed as of the first day of any quarter, provided that
written notice of such election is filed prior to the first day of that
quarter with the Secretary of the Corporation.

         (c)     Subject to the restrictions described in Subsection (d), a
Participant may elect to change the manner in which Investment Measurement
Options apply to existing Account Balances.  Such an election will be
effective as of the first day of the calendar quarter following the date
on which a written election is filed with the Secretary of the
Corporation.

         (d)     The following rules apply to Investment Measurement Options.

                 (1)     The percentage of a Participant's current deferrals
and/or Account Balance to which a specified Investment Measurement Option is
to be applied must be a multiple of five percent.

                 (2)     To the extent that a Participant has not specified an
Investment Measurement Option to apply to all or a portion of his or her
current deferrals and/or Account Balance, the Insurance Contract Fund shall
be deemed to be the applicable Investment Measurement Option.

                 (3)     The chosen Investment Measurement Option or Options 
shall apply to deferred amounts on and after the date on which such amounts, 
absent deferral, would have been paid to the Participant.

         (e)     The Committee shall have the authority to modify the rules
and restrictions relating to Investment Measurement Options (including the
authority to change such Investment Measurement Options prospectively) as it,
in its discretion, deems necessary and in accord with the investment practices
in place under the USP.

         4.3     Frozen Stock Units Account.  Effective November 21, 1991,
the Stock Units Account was no longer an available investment option under
this Plan and amounts invested in the Account were frozen as to future
investment option transfers.  Amounts invested in the Stock Units Account
through November 21, 1991 continued to be held under this Plan until July 24,
1996.  All Account Balances invested in the Frozen Stock Units Account are
transferred to the Unisys Corporation Stock Unit Plan effective July 25, 1996.

                               Article V
                      Payment of Deferred Amounts

         5.1     Form and Time of Payment.  The benefits to which a
Participant or a Beneficiary may be entitled under the Plan shall be paid in
accordance with this Section 5.1.

         (a)     All payments under the Plan shall be made in cash.

         (b)     Except as otherwise provided in Sections 5.3 and 5.4,
payment of a Participant's Account Balance shall commence as of the Valuation
Date next following the date or dates specified in the Participant's Deferral
Election or Elections or (where applicable) the Participant's Revised
Election or Elections; provided, however, that where the Participant's
Deferral Election or Elections or (where applicable) the Participant's
Revised Election or Elections specify that payments with respect to a
Participant's Account Balance are to commence as of a specified date or
specified dates not determined by reference to the Participant's retirement
or other termination of service and the Participant terminates service with
the Corporation prior to such date or dates, payment of the portion of the
Participant's Account Balance that was deferred to such date or dates shall
commence as of the Valuation Date next following the Participant's
termination of service, but in the same form specified in the Participant's
Deferral Election or Elections or (where applicable) the Participant's
Revised Election or Elections.

         (c)     All payments shall be made in the form or forms specified in
the Participant's Deferral Election or Elections or (where applicable) the
Participant's Revised Election or Elections.

         (d)     To the extent a Participant has not specified the form or
time of payment of all or a part of his or her Account Balance, payment of the
amounts not specified will be made in a single sum as soon as administratively
practicable, but within 90 days, after the first Valuation Date following the
Participant's termination of service as a Director.

         (e)     Where a Participant has elected payment in the form of
annual installments, each installment payment after the initial installment
payment shall be made on or about March 31 of each year following the year 
in which the first installment was paid.  With respect to each Deferral 
Election made by a Participant, the amount of each annual installment payment
to be made to a Participant under such Deferral Election shall be determined 
by dividing the portion of the Participant's Account Balance covered by such
Deferral Election as of the latest Valuation Date preceding the date of
payment by the number of installments remaining to be paid under such
Deferral Election.

         (f)     Notwithstanding any election made by a Participant, any
portion of a Participant's Account Balance that has not been paid to the
Participant as of the date of his or her death shall be paid to the
Participant's Beneficiary in a single sum as soon as administratively
practicable, but within 90 days, after the Valuation Date following the date
on which the Corporation receives notification of the Participant's death.

         5.2     Revised Election.

         (a)     Pursuant to a Revised Election, a Participant may specify:

                 (1)     a date for the commencement of the payment of the 
Participant's Account Balance that is after the date specified in the 
Participant's Deferral Election; and/or

                 (2)     a form of payment that calls for a greater number of 
annual installment payments than that specified in the Participant's Deferral 
Election, or a number of annual installment payments where the Participant
specified a single sum payment in his or her Deferral Election.

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

         (b)     If a Participant has made a Revised Election with respect to
amounts the payment of which has been deferred to a certain date, the
Participant may not thereafter make another Revised Election with respect to
amounts the payment of which, as of the date on which such Revised Election
is made and before giving effect to the Revised Election, has been deferred
to the same date.

         (c)     To be effective, a Revised Election must be:

                 (1)     made in writing by the Participant on a form 
furnished for such purpose by the Secretary of the Corporation;

                 (2)     submitted to the Secretary of the Corporation on 
or before the date that is three months and one day before the date on which 
the portion of the Participant's Account Balance that is the subject of the
Revised Election would, absent the Revised Election, first become payable; and

                 (3)     approved by the Secretary of the Corporation. A
Revised Election will be deemed to have been approved by the Secretary of the
Corporation if it is not disapproved by the Secretary of the Corporation 
within ten days of the date on which it is received.

         5.3     Special Payment.

         (a)     Notwithstanding any other provision of the Plan to the 
Contrary, a Participant may receive payment of all or a portion of his or 
her Account Balance as soon as administratively practicable following the 
receipt by the Secretary of the Corporation of the Participant's written 
request for such payment.

         (b)     As a condition of receiving any payment made pursuant to
Subsection 5.3(a), a Participant will be subject to, as a penalty, payment to
the Company of an amount equal to 8 percent of the amount of the payment made
pursuant to Subsection5.3(a) and suspension of the Participant's further
participation in the Plan, the Unisys Corporation Director Stock Unit Plan, or
any equivalent plan or plans maintained by the Corporation or a subsidiary of
the Corporation for the entire full calendar year that follows the date on
which the Participant submits to the Secretary of the Corporation his or her
request for payment pursuant to Subsection 5.3(a).  The payment to the Company
shall generally be deducted from the amount otherwise payable to the
Participant under Subsection 5.3(a).

         (c)     Where a Participant receives a payment of less than his or her
entire Account Balance pursuant to Subsection 5.3(a), the portion of the
Participant's Account Balance to which each Investment Measurement Option is
applied shall be reduced proportionately so that the Investment Measurement
Options apply to the Participant's Account Balance in the same percentage 
immediately before and immediately after the payment.

         (d)     Notwithstanding any provision of the Plan to the contrary, in
the event the Committee determines that any portion of a Participant's Account
Balance is the subject of a determination by the Internal Revenue Service that
such portion is includible in the Participant's taxable income, the
Participant's Account Balance shall be distributed to the extent it is so
includible.  All income taxes and related interest and penalties associated
with credits to or distributions from a Participant's Account shall be borne
by the Participant.

         5.4     Acceleration of Payment.  Notwithstanding any other provision
of this Plan to the contrary, the Committee in its sole discretion may
accelerate the payment of Account Balances to all or any group of similarly
situated Participants or Beneficiaries, whether before or after the
Participant's termination of service, in response to changes in the tax laws
or accounting principles.

                               Article VI
                             Miscellaneous

         6.1     Amendment.  The Board may modify or amend, in whole or
in part, any of or all the provisions of the Plan, or suspend or terminate
it entirely; provided, however, that any such modification, amendment, 
suspension or termination may not, without the Participant's consent, 
adversely affect any deferred amount credited to him or her for any period 
prior to the effective date of such modification, amendment, suspension or 
termination.  The Plan shall remain in effect until terminated pursuant to 
this provision.

         6.2     Administration.  The Committee shall have the sole authority 
to interpret the Plan and in its discretion to establish and modify
administrative rules for the Plan.  All expenses and costs in connection with
the operation of this Plan shall be borne by the Corporation.  The
Corporation shall have the right to deduct from any payment to be made
pursuant to this Plan any federal, state or local taxes required by law to be
withheld, and any associated interest and/or penalties.

         6.3     Governing Law.  The Plan shall be construed and its provisions
enforced and administered in accordance with the laws of the Commonwealth of
Pennsylvania except as such laws may be superseded by the federal law.


                               Article VII
                      Transfer of Account Balance

         7.1     Transfer of Officers' Plan Accounts.  Notwithstanding any 
other provision of the Plan to the contrary, a Director who is a former
officer of Unisys Corporation and who is a participant in the Officers' Plan
may elect to transfer any or all of his/her account balance in the Officer's
Plan into this Plan.  Upon transfer, such amounts shall be subject to the
terms and conditions of this Plan, provided that all elections previously
made under the Officers' Plan with respect to such amounts shall continue in
effect until otherwise modified hereunder.  Notwithstanding the payment
election provision described in Article V hereof, in no event may a Director
elect a form of payment with respect to amounts transferred from the
Officers' Plan that is any more rapid than the form of payment in effect
under the Officers' Plan at the time of such transfer.

                              Article VIII
                           Change in Control

         8.1     Withdrawal Election.

         (a)     Notwithstanding any other provision of the Plan to the 
contrary, in the event of a "change in control," as defined below, each 
Participant may elect to receive a single sum payment of all or any portion 
of his/her account balance. Such election shall only be effective if delivered 
to the Secretary of the Corporation within the ninety-day period immediately 
following the date of the occurrence of the change in control.

         (b)     If an election is timely made, the Participant(or
Beneficiary) will be entitled to receive, as soon as practicable after the
expiration of the ninety-day period, an amount equal to (1) the full value or
any portion thereof of the Account Balance minus (2) an early withdrawal
penalty equal to 8% of the total value of (1).  The Committee, upon advice of
counsel, may modify the early withdrawal penalty described above in any way
it deems appropriate and consistent with the purposes of the Plan.

         8.2     Litigation Expenses.  If litigation is brought by a
Participant or Beneficiary after a change in control to enforce or interpret
any provision of the Plan, the Corporation to the extent permitted by
applicable law shall reimburse the Participant (or Beneficiary) for the
reasonable fees and disbursements of counsel incurred in such litigation.

         8.3  Change in Control Definition.  For purposes of this
Article VIII, a "change in control" shall have the same meaning as is ascribed
to that term under the 1990 Long-Term Incentive Plan, or any successor plan
designated by the Committee.




<TABLE>
                                                              EXHIBIT 11.1

                             UNISYS CORPORATION
              STATEMENT OF COMPUTATION OF EARNINGS PER SHARE 
              FOR THE SIX MONTHS ENDED JUNE 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    174,985,173     172,069,577
Additional Shares Assuming Exercise 
    of Stock Options                               775,862         462,294
                                               -----------     -----------
Average Number of Outstanding Common Shares 
    and Common Share Equivalents               175,761,035     172,531,871
                                               ===========     ===========

Net Income (Loss)                              $      61.2     $(      8.1)
Dividends on Series A, B and C Preferred Stock  (     57.9)     (     60.4)
                                               -----------     -----------
Primary Earnings (Loss) on Common Shares       $       3.3     $(     68.5)
                                               ===========     ===========
Primary Earnings (Loss) Per Common Share       $       .02     $(      .40)
                                               ===========     ===========
Fully Diluted Earnings Per Common Share

Average Number of Outstanding Common
Shares and Common Share Equivalents            175,761,035     172,531,871
Additional Shares:
    Assuming Conversion of Series A 
         Preferred Stock                        47,454,085      47,454,260
    Assuming Conversion of 8 1/4% 
         Convertible Notes due 2000             33,697,387      33,697,387
    Assuming Conversion of 8 1/4% 
         Convertible Notes due 2006             43,490,909      27,480,520
    Attributable to Stock Plans                    550,206         116,791
                                               -----------     -----------
Common Shares Outstanding Assuming 
    Full Dilution                              300,953,622     281,280,829
                                               ===========     ===========

Primary Earnings (Loss) on Common Shares       $       3.3     $(     68.5)
Exclude Dividends on Series A Preferred
 Stock         53.3            53.3
Interest Expense on 8 1/4% Convertible Notes, 
    due 2000, Net of Applicable Tax                    9.6             9.6
Interest Expense on 8 1/4% Convertible Notes, 
    due 2006, Net of Applicable Tax                    8.3             5.2
                                               -----------     -----------
Fully Diluted Earnings (Loss) on Common Shares $      74.5     $(       .4)
                                               ===========     ===========
Fully Diluted Earnings (Loss) per Common Share $       .25     $   -0-
                                               ===========     ===========
Earnings (Loss) Per Common Share As Reported
    Primary                                    $       .02     $(      .40)
                                               ===========     ===========
    Fully Diluted                              $       .02     $(      .40)
                                               ===========     ===========

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>




<TABLE>
                                                              EXHIBIT 11.2
                             UNISYS CORPORATION
              STATEMENT OF COMPUTATION OF EARNINGS PER SHARE 
             FOR THE THREE MONTHS ENDED JUNE 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    175,121,679     172,702,498
Additional Shares Assuming Exercise of 
    Stock Options                                  783,907         482,347
                                               -----------     -----------
Average Number of Outstanding Common Shares 
    and Common Share Equivalents               175,905,586     173,184,845
                                               ===========     ===========
Net Income                                     $      41.9     $       5.3
Dividends on Series A, B and C Preferred Stock  (     27.8)     (     30.2)
                                               -----------     -----------
Primary Earnings (Loss) on Common Shares       $      14.1     $(     24.9)
                                               ===========     ===========
Primary Earnings (Loss) Per Common Share       $       .08     $(      .14)
                                               ===========     ===========
Fully Diluted Earnings Per Common Share

Average Number of Outstanding Common
Shares and Common Share Equivalents            175,905,586     173,184,845
Additional Shares:
    Assuming Conversion of Series A 
         Preferred Stock                        47,454,036      47,454,135
    Assuming Conversion of 8 1/4% 
         Convertible Notes due 2000             33,697,387      33,697,387
    Assuming Conversion of 8 1/4% 
         Convertible Notes due 2006             43,490,909      43,490,909
    Attributable to Stock Plans                  1,100,412         198,612
                                               -----------     -----------
Common Shares Outstanding Assuming 
    Full Dilution                              301,648,330     298,025,888
                                               ===========     ===========

Primary Earnings (Loss) on Common Shares       $      14.1     $(     24.9)
Exclude Dividends on Series A Preferred
 Stock         26.7            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                    4.2             4.1
                                               -----------     -----------
Fully Diluted Earnings on Common Shares        $      49.8     $      10.6
                                               ===========     ===========
Fully Diluted Earnings per Common Share        $       .17     $       .04
                                               ===========     ===========
Earnings (Loss) Per Common Share As Reported
    Primary                                    $       .08     $(      .14)
                                               ===========     ===========
    Fully Diluted                              $       .08     $(      .14)
                                               ===========     ===========

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>




<TABLE>
                                                                    Exhibit 12

                             UNISYS CORPORATION
       COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
                               ($ in millions)
<CAPTION>
                                Six
                                Months
                                Ended
                                June 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 $ 97.1  $ 93.7  $(781.1) $ 14.6  $370.9  $301.3
Add (deduct) share of loss 
  (income) of associated 
  companies                      ( 3.3)  ( 4.9)     5.0    16.6    14.5     3.2
                                ------- ------  -------  ------  ------  ------
    Subtotal                      93.8    88.8   (776.1)   31.2   385.4   304.5
                                ------- ------  -------  ------  ------  ------
Interest expense (net of 
  interest capitalized)          119.9   249.7    202.1   203.7   241.7   340.6
Amortization of debt issuance
  expenses                         3.6     6.3      5.1     6.2     6.6     4.8
Portion of rental expense
  representative of interest      29.6    59.2     65.3    65.0    70.5    78.8
                                ------- ------  -------  ------  ------  ------
    Total Fixed Charges          153.1   315.2    272.5   274.9   318.8   424.2
                                ------- ------  -------  ------  ------  ------
Earnings (loss) from continuing
  operations before income 
  taxes and fixed charges       $246.9  $404.0  $(503.6) $306.1  $704.2  $728.7
                                ======  ======  =======  ======  ======  ======
Ratio of earnings to fixed 
  charges                         1.61    1.28     (a)     1.11    2.21    1.72
                                ======  ======  =======  ======  ======  ======
<FN>
(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 JUNE
                30, 1997 AND IS QUALIFIED IN ITS ENTIRETY
                BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>    1,000,000
       
<S>                                          <C>
<PERIOD-TYPE>                                3-MOS
<FISCAL-YEAR-END>                            DEC-31-1997
<PERIOD-END>                                 JUN-30-1997
<CASH>                                               472
<SECURITIES>                                           6
<RECEIVABLES>                                        993
<ALLOWANCES>                                         (65)
<INVENTORY>                                          606
<CURRENT-ASSETS>                                   2,486
<PP&E>                                             1,844
<DEPRECIATION>                                     1,257
<TOTAL-ASSETS>                                     6,269
<CURRENT-LIABILITIES>                              2,041
<BONDS>                                            2,265
<COMMON>                                               2
<PREFERRED-MANDATORY>                                  0
<PREFERRED>                                        1,420
<OTHER-SE>                                           118
<TOTAL-LIABILITY-AND-EQUITY>                       6,269
<SALES>                                            1,363
<TOTAL-REVENUES>                                   3,116
<CGS>                                                770
<TOTAL-COSTS>                                      2,062  
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                   120
<INCOME-PRETAX>                                       97
<INCOME-TAX>                                          36
<INCOME-CONTINUING>                                   61
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                          61
<EPS-PRIMARY>                                        .02
<EPS-DILUTED>                                        .02
        

</TABLE>