James A. Unruh                                 Unisys Corporation PO Box 500
Chairman and Chief Executive Officer           Blue Bell, PA 19424-0001

                                               April 2, 1996
To:  Our Stockholders

The realignment of Unisys operations put in place on January 2, 1996 
to increase competitiveness, profitability and shareholder value is on 

The purpose of this letter is to brief you on several important 
actions taken in the first quarter to support that realignment and drive 
the profitable transformation of Unisys forward.

On March 29, 1996, we completed the second of two financial offerings 
totaling $724 million. The success of the first offering for $299 million 
of Convertible Notes due 2006 led to the private placement of $425 million 
of Senior Notes due 2003.

We took these actions at this time to take advantage of a favorable 
opportunity in the financing market. The combination of cash -- $1.1 
billion at the end of December, 1995 -- and the proceeds of the 
offerings positions us to successfully deal with $400 million in 
restructuring charges in 1996, and debt maturities of $345 million in 
1996 and $430 million in 1997. In the near term, debt will increase. 
However, over the longer-term our goal is for meaningful debt 

In another important action in the first quarter, we held our annual 
meeting with financial analysts and institutional investors in New 
York. Joining me in reviewing our new business structure and our 
short- and long-term operations and financial goals were the 
presidents of our information services, computer hardware and 
software, and global customer support business units; and our chief 
financial officer.

What we call the "three businesses/one company" structure reaffirms 
our strategic transformation from a traditional computer hardware 
company to an information management company helping clients change 
the way they use information. While the strategy has not changed, the 
new structure is a sweeping change in the way we run the business.

We told the analysts that our goals are to improve execution; make 
Unisys more competitive with "best of class" competitors; open new 
revenue opportunities in our customer base, and particularly among 
new customers; reduce our costs $500 million on an annualized basis by 
the end of this year and $600 million by year end 1997; and return to 
profitability in 1996. 

We said a key change in our structure is that our complex matrix 
management system has been eliminated. Each of our three business 
units will have its own marketing and sales force. Each 
will run its business according to its own economic and business 
model. Each will have the responsibility, the resources and the 
accountability to get the job done.

This is not the AT&T model of a company split into independent stock 
companies suggested by some press reports. In looking at all of our 
options to improve our business, it is very clear that the three 
business units will immediately benefit from the accountability, 
responsibility and resources given to each unit. But it is equally 
clear that their success will also depend on being able to continue to 
work together seamlessly to serve our large client base, and on having 
the cost and operational benefits of shared services, sales channels and 
other interrelated assets. 

The three businesses have a mandate to work together in serving the 
existing customer base where 80 percent of customer revenue comes from 
clients working with two Unisys units...and more than 50 percent from 
those working with all three. At the same time, there is an equal mandate 
to expand the customer base by aggressively pursuing new clients.

Senior management and the Board of Directors believe that the three 
businesses/one company structure addresses these needs in the most 
effective way. That is why, in the annual meeting proxy statement just 
mailed to you, the Board has recommended against a stockholder 
proposal to create three publicly traded companies from the three 
business units. Please check the proxy statement for more details on 
why the Board has concluded that the interrelationship of these units 
and other serious business risks argue against three publicly-held 
companies. For your convenience, enclosed is an additional proxy card 
and return envelope. I strongly urge you to return the card today with 
a vote against Item 3, the Stockholder Proposal.

One financial analyst said the realignment was "one of the most 
thorough reorganizations we have witnessed for a public company and we 
applaud the move." The analysts' consensus supported the 
restructuring, while pointing out that success will depend on strong 

We accept that challenge and believe that focus, simplicity and the 
new responsibility, resources and accountability given each of the 
three businesses will drive success. As we have said in earlier 
announcements, realignment may have a negative impact in first quarter 
performance as organizational changes are absorbed. Over the course of 
the year, our plan is for benefits to build and for the company to be 
profitable in 1996. And our capital structure is being shaped to meet 
all of our financial obligations. I look forward to reporting our 
further progress as the year unfolds.

James A. Unruh