SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   __________

                                    FORM 8-A


             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) OR (g) OF THE
                     SECURITIES EXCHANGE ACT OF 1934


                            UNISYS CORPORATION
- -------------------------------------------------------------------------------
         (Exact Name of Registrant as Specified in its Charter)


                Delaware                             38-0387840
- -------------------------------------------------------------------------------
(State of Incorporation or Organization)            (IRS Employer
                                                 Identification No.)


  Township Line and Union Meeting Roads
  Blue Bell, Pennsylvania                               19424
- -------------------------------------------------------------------------------
(Address of principal executive offices)              (zip code)


Securities to be registered pursuant to Section 12(b) of the Act:

    Title of Each Class                 Name of Each Exchange on Which
    to be so Registered                 Each Class is to be Registered
- ------------------------------------------------------------------------------
8 1/4% Convertible Subordinated Notes    New York Stock Exchange
              due 2006


Securities to be registered pursuant to Section 12(g) of the Act:


                              None
- -------------------------------------------------------------------------------
                         (Title of Class)

<PAGE>
Item 1.    Description of Registrant's Securities to be Registered.

    This Registration Statement relates to the Registrant's 8 1/4%
Convertible Subordinated Notes due 2006 (the "Notes").  A description
of the Notes is set forth in the prospectus supplement dated March 4,
1996 under the caption "Description of Notes" and in the accompanying
prospectus dated August 5, 1993 under the caption "Description of the
Debt Securities."  The prospectus supplement and the prospectus are
each filed as a part of the Registrant's Registration Statement on
Form S-3 (Registration No. 33-64396) under the Securities Act of
1993, which is incorporated herein by reference.


Item 2.    Exhibits.

1     Form of 8 1/4% Convertible Subordinated Note due 2006.

2.1   Form of Indenture between the Registrant and The Bank of
New York, incorporated by reference to Exhibit 4(b) to the
Registrant's Registration Statement on Form S-3
(Registration No. 33-64396)

2.2   Form of First Supplemental Indenture between the Registrant
and the Bank of New York.

<PAGE>
                                  SIGNATURE
                                  ---------

        Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated:  March 5, 1996

                            UNISYS CORPORATION

                            By:  /s/Stefan C. Riesenfeld
                                 ---------------------------
                                 Name:  Stefan C. Riesenfeld
                                 Title: Vice President and
                                       Treasurer

<PAGE>
EXHIBIT INDEX

Exhibit
No.____

1.    Form of 8 1/4% Convertible Subordinated Note due 2006.

2.1   Form of Indenture between the Registrant and The Bank of New
      York, incorporated by reference to Exhibit 4(b) to the
      Registrant's Registration Statement on Form S-3 (Registration
      No. 33-64396)

2.2   Form of First Supplemental Indenture between the Registrant and
      The Bank of New York.




                             [FORM OF FACE OF NOTE]


No. __________________                                          $___________
CUSIP No. 909214 AZ 1
UNISYS CORPORATION

                  8 1/4% Convertible Subordinated Note due 2006

        UNISYS CORPORATION, a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the
"Company", which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received
hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of ______________________________ Dollars on March 15,
2006 at the office or agency of the Company maintained for that
purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest,
semi-annually on March 15 and September 15 of each year, commencing
September 15, 1996, on said principal sum in like coin or currency, at
the rate per annum specified in the title of this Note, from the March
15 or September 15, as the case may be, next preceding the date of
this Note to which interest has been paid or duly provided for, unless
the date hereof is a date to which interest has been paid or duly
provided for, in which case from the date of this Note, or unless no
interest has been paid or duly provided
 for on the Notes, in which
case from March 8, 1996, until payment of said principal sum has been
made or duly provided for.  Notwithstanding the foregoing, if the date
hereof is after any March 1 or September 1, as the case may be, and
before the following March 15 or September 15, this Note shall bear
interest from such March 15 or September 15; provided, however, that
(a) if the Company shall default in the payment of interest due on
such March 15 or September 15, then this Note shall bear interest from
the next preceding March 15 or September 15 to which interest has been
paid or duly provided for or, (b) if no interest has been paid or duly
provided for on the Notes, then this Note shall bear interest from
March 8, 1996.  The interest so payable on any March 15 or September
15 will (unless such Note has been called for redemption on a
Redemption Date which is prior to such interest payment date and
unless such Note has been designated to be repurchased on a Repurchase
Date which is prior to such interest payment date) be paid to the
person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the record date, which shall be
the March 1 or September 1 (whether or not a business day) next
preceding such March 15 or September 15, provided that any such
interest not punctually paid or duly provided for shall be payable as
provided in the Indenture.  Unless otherwise notified by the Company,
interest will be paid by check mailed to the registered address of
such person.

        Reference is made to the further provisions of this Note set
forth on the reverse hereof, including, without limitation, provisions
subordinating the payment of principal of and premium if any, and
interest on the Notes to all Senior Indebtedness, and provisions
giving the holder of this Note the right to convert this Note into
Common Stock of the Company and provisions giving the holder of this
Note the right to require the Company to repurchase this Note upon any
Change in Control, in each case on the terms and subject to the
limitations referred to on the reverse hereof and as more fully
specified in the Indenture.  Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.

<PAGE>
        THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE.

        This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been
manually signed by the Trustee under the Indenture.

        IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.


                                       UNISYS CORPORATION



                                       By: __________________________


ATTEST:



________________________________
         Secretary

               [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the series of Securities referred to in the
within-mentioned Indenture.



                                       THE BANK OF NEW YORK, as Trustee



                                       By: ________________________________
                                           Authorized Signatory

<PAGE>
                          [FORM OF REVERSE OF NOTE]


                              UNISYS CORPORATION

                 8 1/4% Convertible Subordinated Note due 2006

        This Note is one of a duly authorized issue of Notes of the
Company, designated as its 8 1/4% Convertible Subordinated Notes due 2006
(herein called the "Notes"), issued under and pursuant to an Indenture
dated as of March 1, 1996, as supplemented (herein called the
"Indenture"), between the Company and The Bank of New York (herein
called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the Notes.

        In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of and accrued
interest on all Notes may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.

        The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of a majority of the
principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or
modifying in any manner the rights of the holders of the Notes;
provided, however, that no such supplemental indenture shall (i)
change the Stated Maturity of the principal of, or any installment of
principal of or interest on any Note, or reduce the principal amount
thereof or the rate of interest thereon or any premium, payable upon
redemption thereof, or reduce any amount payable upon exercise of the
Repurchase Right with respect thereto, or impair the right of any
holder to institute suit for the payment thereof, or make the
principal thereof or interest or premium, if any, thereon payable in
any coin or currency other than that provided in the Notes, or
adversely affect any applicable conversion rights subject to the terms
set forth in the provisions of Article XVI of the Indenture, in each
case without the consent of the holder of each Note so affected or
(ii) reduce the percentage in principal amount of Notes, the holders
of which are required to consent to any such supplemental indenture,
without the consent of the holders of all outstanding Notes affected
thereby.  It is also provided in the Indenture that the holders of not
less than a majority in principal amount of the Notes at the time
outstanding may on behalf of the holders of all outstanding Notes
waive any past default under the Indenture and its consequences except
a default in the payment of the principal of (or premium, if any) or
interest, if any, on any of the Notes or in respect of a covenant or
provision of the Indenture which cannot be modified or amended without
the consent of the holder of each outstanding Note.  Any such consent
or waiver by the holder of this Note (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of this Note and any Notes which
may be issued in exchange or substitution therefor, irrespective of
whether or not any notation thereof is made upon this Note or such
other Notes.

        The indebtedness evidenced by the Notes is, to the extent
and in the manner provided in the Indenture, expressly subordinate and
subject in right of payment to all Senior Indebtedness, whether
outstanding at the date of the Indenture or thereafter incurred, and
this Note is issued subject to the provisions of the Indenture with
respect to such subordination.  Each holder of this Note, by accepting
the same, agrees to and shall be bound by such provisions and
authorizes the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination so provided
and appoints the Trustee his attorney-in-fact for such purpose.

        No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the obligations of
the Company, which are absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the place,
at the respective times, at the rate and in the coin or currency
herein prescribed, to convert this Note as provided in the Indenture
or to repurchase this Note upon a Change in Control as provided in the
Indenture.

        Interest on the Notes shall be computed on the basis of a
year of twelve 30-day months.

        The Notes are usable in registered form without coupons in
denominations of $1,000 and any multiple of $1,000.   Notes may be
exchanged for a like aggregate principal amount of Notes of other
authorized denominations at the office or agency of the Company
referred to on the face hereof, and in the manner and subject to the
limitations provided in the Indenture, but without payment of any
service charge.

        The Notes may be redeemed at the option of the Company as a
whole or in part, on any Business Day prior to maturity on and after
March 15, 1999, upon mailing a notice of such redemption not less than
twenty nor more than sixty days before the date fixed for redemption
to the holders of Notes at their last registered addresses, all as
provided in the Indenture, at the following optional redemption prices
(expressed as percentages of the principal amount), together in each
case with accrued interest to the date fixed for redemption:

        If redeemed during the twelve-month period beginning March 15:

Year             Percentage
- ----             ----------
1999.............105.775%
2000.............104.950
2001.............104.125
2002.............103.300
2003.............102.475
2004.............101.650
2005.............100.825

If the date fixed for redemption is a March 15 or September 15, then
the interest payable on such date shall be paid to the holder of
record on the preceding March 1 or September 1, respectively.

        Upon any Change in Control with respect to the Company, each
holder of Notes shall have the right, at the holder's option, to
require the Company to repurchase all of such holder's Notes, or a
portion thereof which is $1,000 or any integral multiple thereof, on
the Repurchase Date at a price equal to 100% of the principal amount
of the Notes, plus accrued interest, if any, to the Repurchase Date.

        Subject to the provisions of the Indenture, the holder
hereof has the right, at his option, at any time on or before (i) the
close of business on March 15, 2006, or (ii) as to all or any portion
hereof called for redemption during such period, the close of business
on the date fixed for redemption (unless the Company shall default in
payment due upon redemption thereof), or (iii) as to all or any
portion hereof which the holder hereof has elected to require the
Company to repurchase following a Change in Control during such
period, the receipt by the Company of the written notice of exercise
of such Repurchase Right, to convert the principal hereof or any
portion of such principal which is $1,000 or a multiple thereof, into
that number of shares of the Company's Common Stock, as said shares
shall be constituted at the date of conversion, obtained by dividing
the principal amount of this Note or portion thereof to be converted
by the conversion price of $6.875 per share or such conversion price
as adjusted from time to time as provided in the Indenture, upon
surrender of this Note, together with a conversion notice as provided
in the Indenture, to the Company at the office or agency of the
Company maintained for that purpose in New York, New York, and, unless
the shares issuable on conversion are to be issued in the same name as
this Note, duly endorsed by, or accompanied by instruments of transfer
in form satisfactory to the Company duly executed by, the holder or by
his duly authorized attorney.  No adjustments in respect of interest
or dividends will be made upon any conversion; provided, however, that
if this Note shall be surrendered for conversion during the period
from the close of business on any record date for the payment of
interest to the opening of business on the following interest payment
date (unless it or the portion being converted shall have been called
for redemption on a date in such period, in which case the payment
referred to in the next succeeding sentence shall not be required),
then, notwithstanding such conversion, the interest payable on such
succeeding interest payment date will be paid to the registered holder
of such Note on such record date.  In such event, such Note must be
accompanied by an amount, in funds acceptable to the Company, equal to
the interest payable on such interest payment date on the principal
amount being converted.  A Note converted on an interest payment date
need not be accompanied by any payment, and the interest on the
principal amount of the Note being converted will be paid on such
interest payment date to the registered holder of such Note on the
immediately preceding record date.  No fractional shares will be
issued upon any conversion, but an adjustment in cash will be made, as
provided in the Indenture, in respect of any fraction of a share which
would otherwise be issuable upon the surrender of any Note or Notes
for conversion.

        Any Notes called for redemption, unless surrendered for
conversion on or before the close of business on the date fixed for
redemption, may be deemed to be purchased from the holder of such
Notes at an amount equal to the applicable redemption price, together
with accrued interest to the date fixed for redemption, by one or more
investment bankers or other purchasers who may agree with the Company
to purchase such Notes from the holders thereof and convert them into
Common Stock of the Company and to make payment for such Notes as
aforesaid to the Trustee in trust for such holders.

        Upon due presentment for registration of transfer of this
Note at the office or agency of the Company in New York, New York, a
new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee or transferees in
exchange herefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental
charge imposed in connection therewith.

        The Company, the Trustee, any paying agent, any conversion
agent and any Note registrar may deem and treat the registered holder
hereof as the absolute owner of this Note (whether or not this Note
shall be overdue and notwithstanding any notation of ownership or
other writing hereon made by anyone other than the Company or any Note
registrar), for the purpose of receiving payment hereof, or on account
hereof, for the conversion hereof and for all other purposes, and
neither the Company nor the Trustee nor any other paying agent nor any
other conversion agent nor any Note registrar shall be affected by any
notice to the contrary.  All payments made to or upon the order of
such registered holder shall, to the extent of the sum or sums paid,
satisfy and discharge liability for monies payable on this Note.

        No recourse for the payment of the principal of or any
premium or interest on this Note, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture or
any indenture supplemental thereto or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

        Terms used in this Note and defined in the Indenture are
used herein as therein defined.

<PAGE>
                                 ABBREVIATIONS

        The following abbreviations, when used in the inscription of
the face of this Note, shall be construed as though they were written
out in full according to applicable laws or regulations:


TEN COM - as tenants in common       UNIF GIFT MIN ACT -
TEN ENT - as tenants by the          _________________________Custodian
          entireties                     (Cust)
JT TEN  - as joint tenants with      _________________________
          right of survivorship         (Minor)
          and not as tenants in
          common

                                     under Uniform Gifts to
                                     Minors Act  ________________________
                                                        (State)


Additional abbreviations may also be used though not in the above list.

<PAGE>
                        [FORM OF CONVERSION NOTICE]

                            CONVERSION NOTICE


To:  Unisys Corporation

        The undersigned registered holder of the enclosed Note
hereby irrevocably exercises the option to convert such Note, or the
portion thereof (which is $1,000 or a multiple thereof) below
designated, into shares of Common Stock of Unisys Corporation in
accordance with the terms of the Indenture referred to in such Note,
and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares
and any Notes representing any unconverted principal amount thereof,
be issued and delivered to the registered holder thereof unless a
different name has been indicated below.  If shares or any portion of
such Note not converted are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto.  The enclosed Note is accompanied by any
amount required to be paid by the undersigned on account of interest
otherwise payable on an interest payment date as a result of the
receipt by the Company of this notice and the enclosed Note during the
period from the close of business on the record date for the payment
of interest on such interest payment date to the opening of business
on such interest payment date.

Dated:
                                       __________________________

                                       __________________________
                                              Signature(s)



If shares of Common Stock are to be
delivered, or Notes to be issued, other
than to and in the name of the
registered holder, signatures must be
guaranteed by an "eligible guarantor
institution" meeting the requirements
of the Note registrar, which
requirements include membership or
participation in STAMP or such other
"signature guarantee program" as may be
determined by such registrar in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.



____________________________________
Signature Guarantee

<PAGE>
Fill in for registration of shares if
to be delivered, and Notes if to be
issued, other than to and in the name
of the registered holder:



_____________________________________
               (Name)


_____________________________________
           (Street Address)


_____________________________________
      (City, State and Zip Code)

Please print name and address


                                       Principal amount to be converted
                                             (if less than all):
                                                      $        ,000


                                       ------------------------------------
                                       Social Security or Other Tax-
                                       payer Identification Number

<PAGE>
                       [FORM OF REPURCHASE RIGHT NOTICE]

                            REPURCHASE RIGHT NOTICE


Unisys Corporation
Township Line and Union Meeting Roads
Blue Bell, Pennsylvania,  19424

Attention:  __________________

The Bank of New York, as Trustee
101 Barclay Street
Floor 21 West
New York, NY  10286

Attention:  Corporate Trust Trustee Administration

        The undersigned registered holder of the enclosed Note, duly
endorsed for transfer, hereby irrevocably notifies you of the
undersigned's election to require Unisys Corporation to purchase on
__________ __, ____ (the "Repurchase Date") the enclosed Note, or the
portion thereof (which is $1,000 or a multiple thereof) below
designated, and directs Unisys Corporation to pay by check to the
registered holder of such Note (unless a different name is indicated
below) 100% of the principal amount of such Note plus accrued interest
to the Repurchase Date.


Principal amount
  to be repurchased
  (if less than all):  $_____,000

Person (other than regis-
  tered holder) to whom re-
  purchase price is to be sent:

Dated:

__________________________
    (Name)
__________________________

__________________________
   (Address)


- --------------------------------------------------------------------------



                               UNISYS CORPORATION


                                      and


                        THE BANK OF NEW YORK, Trustee



                       _______________________________

                        First Supplemental Indenture

                         Dated as of March 8, 1996

                       ______________________________

              8 1/4% Convertible Subordinated Notes due 2006



- --------------------------------------------------------------------------

<PAGE>
        FIRST SUPPLEMENTAL INDENTURE dated as of March 8, 1996 (the
"First Supplemental Indenture"), to the Indenture, dated as of March
1, 1996 (the "Indenture"), between UNISYS CORPORATION, a Delaware
corporation (hereinafter called the "Company"), having its principal
executive office at Township Line and Union Meeting Roads, Blue Bell,
Pennsylvania, 19424 and THE BANK OF NEW YORK, a banking corporation
organized and existing under the laws of the State of New York
(hereinafter called the "Trustee"), having its Corporate Trust Office
at 101 Barclay Street, New York, New York 10286.


                           RECITALS OF THE COMPANY


        WHEREAS, the Company has duly authorized the execution and
delivery of the Indenture to provide for the issuance from time to
time of its unsecured subordinated debentures, notes, bonds or other
evidences of subordinated indebtedness (the "Securities") to be issued
in one or more series, as in the Indenture provided;

        WHEREAS, the Company desires and has requested the Trustee
to join it in the execution and delivery of this First Supplemental
Indenture in order to establish
 and provide for the issuance by the
Company of a series of Securities designated as its 8 1/4% Convertible
Subordinated Notes due 2006 in the aggregate principal amount not to
exceed $299,000,000, a specimen copy of which is attached hereto as
Exhibit A (the "Notes") and incorporated by reference thereby, on the
terms set forth herein;

        WHEREAS, Section 901 of the Indenture provides that a
supplemental indenture may be entered into by the Company and the
Trustee without the consent of any holder of any Securities to, inter
alia, establish the terms of any Securities as permitted by Sections
201 and 301 of the Indenture, provided certain conditions are met;

        WHEREAS, the conditions set forth in the Indenture for the
execution and delivery of this First Supplemental Indenture have been
complied with; and

        WHEREAS, all things necessary to make this First
Supplemental Indenture a valid agreement of the Company and the
Trustee, in accordance with its terms, and a valid amendment of, and
supplement to, the Indenture have been done;

        NOW THEREFORE:

        There is hereby established a series (as that term is used
in Section 301 of the Indenture) of Securities to be issued under the
Indenture, which series of Securities shall have the terms set forth
herein and in the Notes, and in consideration of the premises and the
purchase and acceptance of the Notes by the holders thereof, the
Company mutually covenants and agrees with the Trustee, for the equal
and proportionate benefit of all holders of the Notes, that the
Indenture is supplemented and amended, to the extent and for the
purposes expressed herein, as follows

<PAGE>
                                  ARTICLE ONE

                             Scope of This First
                           Supplemental Indenture
                           ----------------------

    Section 1.1    Changes, etc. Applicable Only to the Notes.
The changes, modifications and supplements to the Indenture effected
by this First Supplemental Indenture in Sections 2.1 through 2.4
hereof shall only be applicable with respect to, and govern the terms
of, the Notes, which shall be limited in aggregate principal amount to
$299,000,000, except as provided in Section 301(2) of the Indenture,
and shall not apply to any other Securities which may be issued under
the Indenture unless a supplemental indenture with respect to such
other Securities specifically incorporates such changes, modifications
and supplements.



                                 ARTICLE TWO

                         Amendments to the Indenture
                         ---------------------------

    Section 2.1    Amendments to Section 101.  Section 101 of
the Indenture is hereby amended by adding the following definitions in
their proper alphabetical order:

        "Change In Control" means an event or series of events as a
    result of which (1) any "person" (as such term is used in
    Sections 13(d) and 14(d) of the Securities Exchange Act of 1934
    (the "Exchange Act") is or becomes the "beneficial owner" (as
    defined in Rules 13d-3 and 13d-5 under the Exchange Act) of
    shares entitling the holder thereof to cast more than 50% of the
    votes for the election of directors of the Company; (2) the
    Company consolidates with or merges into any other corporation,
    or conveys, transfers or leases all or substantially all of its
    assets to any person, or any other corporation merges into the
    Company, and, in the case of any such transaction, the
    outstanding Common Stock of the Company is changed or exchanged
    as a result; (3) at any time Continuing Directors do not
    constitute a majority of the Board of Directors; or (4) on any
    day (a "Calculation Date") the Company makes any distribution or
    distributions of cash, property or securities (other than regular
    quarterly dividends, Common Stock, preferred stock which is
    substantially equivalent to Common Stock or rights to acquire
    Common Stock or preferred stock which is substantially equivalent
    to Common Stock) to holders of Common Stock, or the Company or
    any of its Subsidiaries purchases or otherwise acquires Common
    Stock, and the sum of the fair market value of such distribution
    or purchase on the Calculation Date, plus the fair market value,
    when made, of all other such distributions and purchases which
    have occurred during the twelve-month period ending on the
    Calculation Date, in each case expressed as a percentage of the
    aggregate fair market value of all of the shares of Common Stock
    of the Company outstanding at the close of business on the last
    day prior to the date of declaration of each such distribution
    or the date of purchase, exceeds 50%.

        "Company Notice" shall have the meaning specified in Section 1006.

        "Continuing Director" means at any date a member of the
    Board of Directors (1) who was a member of such board 24 months
    prior to such date or (2) who was nominated or elected by at
    least two-thirds of the directors who were Continuing Directors
    at the time of such nomination or election or whose election to
    the Board of Directors was recommended or endorsed by at least
    two-thirds of the directors who were Continuing Directors at the
    time of such election.

        "Notes" shall have the meaning specified in the second
    recital of this First Supplemental Indenture.

        "Put Price" means 100% of the principal amount of the Notes
    to be repurchased on the Repurchase Date in accordance with
    Section 1006, plus accrued and unpaid interest to the Repurchase Date.

        "Repurchase Date" shall have the meaning specified in Section 1006.

        "Repurchase Right" shall have the meaning specified in Section 1006.

    Section 2.2    Amendment to Article 9.  Section 902(1) of
the Indenture is hereby amended by adding the phrase "or reduce any
amount payable on redemption thereof or upon exercise of the
Redemption Right with respect thereto, or" immediately following the
phrase "or any premium payable upon the redemption thereof," and
immediately preceding the phrase "or reduce the amount of the
principal of an Original Issue Discount Security".

    Section 2.3    Amendments to Article 10.  Article 10 of
the Indenture is hereby amended by adding, immediately following
Section 1005 thereof, the following new Section 1006:

    SECTION 1006.    Purchase of Notes Upon Change in Control.

    (a) Upon the occurrence of a Change in Control, each
Holder of Notes shall have the right (the "Repurchase Right"), at the
Holders' option, to require the Company to repurchase all or any
portion of such Holder's Notes, in integral multiples of $1,000, at
the Put Price in cash, in accordance with and subject to the terms of
this Section 1006.  Such repurchase shall occur on the date (the
"Repurchase Date") that is 45 days after the date of the Company
Notice hereinafter described.  The Company will mail a notice
containing the information set forth in Subsection 1006(b) below (the
"Company Notice") to all Holders of Notes within 30 days following any
Change in Control, and the Company will purchase all tendered Notes by
making payment of the Put Price on the Repurchase Date.  The Company
shall promptly deliver a copy of the Company Notice to the Trustee and
shall cause a copy of such notice to be published in The Wall Street
Journal or another newspaper of national circulation.

    (b) The Company Notice shall state:

        (i) that a Change in Control has occurred and
    that each Holder of Notes has the right to require the
    Company to repurchase such Holder's Note at the Put Price in
    cash;

        (ii) the circumstances and relevant facts
    regarding such Change in Control;

        (iii) the Repurchase Date and the instructions a
    Holder of Notes must follow in order to have such Holder's
    Notes repurchased in accordance with this Section 1006;

        (iv) that any Note not tendered will continue to
    accrue interest;

        (v) that on the Repurchase Date any Note
    tendered for payment pursuant to the terms hereof and for
    which money sufficient to pay the Put Price has been
    deposited with the Trustee, as provided in this Section
    1006, shall cease to accrue interest after the Repurchase Date;

        (vi) that Holders electing to have a Note
    repurchased pursuant to this Section 1006 will be required
    to surrender the Note, duly endorsed for transfer, together
    with an irrevocable written notice in the form entitled
    "Election to Exercise Repurchase Right Upon a Change in
    Control" on the reverse of the Note, to the Company (or an
    agent designated by the Company for such purpose) at the
    address specified in the Company Notice and the Trustee on
    or prior to the close of business on the 30th day after the
    date of the Company Notice; and

        (vii) such other information as may be required
    by applicable law and regulations;

provided that no failure of the Company to give the foregoing notices
and no defect therein shall limit the Repurchase Rights or affect the
validity of the proceedings for the repurchase of the Notes pursuant
to this Section 1006.

    (c) Following a Change in Control, the Company shall
accept for payment Notes properly tendered pursuant to this Section
1006.  Prior to the Repurchase Date, the Company shall deposit with
the Trustee money sufficient to pay the Put Price for all Notes (or
portions thereof) so tendered and deliver, or cause to be delivered,
to the Trustee Notes properly tendered pursuant to this Section 1006
and accepted together with an Officers' Certificate describing the
Notes so tendered to and being purchased by the Company.  On the
Repurchase Date, the Trustee shall, to the extent that monies
deposited with the Trustee are available therefor, mail to the Holders
of Notes so tendered and accepted for payment an amount equal to the
Put Price and, as soon as possible after such payment, the Trustee
shall cancel the Notes so tendered and accepted.  The Company will
publicly announce the results of the Change in Control tender offer as
soon as practicable after the Repurchase Date.  The Company will issue
to Holders whose Notes are purchased only in part new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered.

    (d) Notwithstanding the foregoing, in repurchasing the
Notes pursuant to this Section 1006, the Company will comply with all
applicable tender offer rules, including but not limited to Sections
13(e) and 14(e) under the Exchange Act and Rules 13e-1 and 14e-1
thereunder.

    (e) Each Holder of Notes properly tendered for purchase
pursuant to this Section 1006 who is not paid the Put Price for such
Notes in the manner described in Subsection 1006(c) will be entitled
to receive (as part of any subsequent payment of the Put Price prior
to the earlier of (i) the date such Holder's election to require the
Company to purchase such Notes is withdrawn or (ii) the date all
outstanding Notes are accelerated under Section 502 or an Event of
Default under subsection 501(4) or 501(5) shall occur) interest on the
entire principal of such outstanding Notes at the rate provided in
such Outstanding Notes through the date the Put Price is paid, to the
extent not theretofore paid on such Notes in accordance with their
terms.

    (f)    The Company is solely responsible for performing the
duties and responsibilities contained in this Section 1006, other than
the obligations of the Trustee specifically set forth in Subsection
1006(c).  The Trustee shall not be responsible for any failure of the
Company to make any deposit with the Trustee or to deliver to the
Trustee Notes tendered pursuant to this Section 1006 or, subject to
Section 601, any failure of the Company to comply with any of the
other covenants of the Company contained in this Section 1006.

    Section 2.4    Amendments to Article 16.  (a) Section
1605(c) of the Indenture is hereby amended by deleting the second
parenthetical phrase thereof and replacing it with the following
parenthetical phrase:  "(excluding cash dividends or cash
distributions)".

    (b)    Section 1605 of the Indenture is hereby amended by
adding, immediately following subsection (c) thereof, the following
new subsection (d):

        (d)    In case the Company shall pay to substantially
    all holders of its Common Stock cash dividends and other
    distributions exclusively in cash within any 12-month period and
    the aggregate per share amount of such dividends and distributions
    during such 12-month period in respect of which no conversion
    price or conversion rate adjustment pursuant to this Subsection
    (d) has been made previously shall exceed the greater of (x) $1.00
    per share and (y) 15% of the closing price per share of the Common
    Stock, calculated, with respect to each such dividend or
    distribution within such 12-month period, as of the last Trading
    Day prior to the declaration date for each such dividend or
    distribution (such greater amount, the "Threshold Amount"), then,
    except as provided in subsection (f) below, in each such case the
    conversion price or conversion rate shall be adjusted by
    multiplying the conversion price or dividing the conversion rate,
    as the case may be, in effect immediately prior to the record date
    for the determination of stockholders entitled to receive the
    dividend or distribution that causes aggregate per share dividends
    and distributions in the applicable 12-month period to exceed the
    Threshold Amount by a fraction of which the numerator shall be the
    current market price per share (as defined in subsection (e)
    below) of the Common Stock on such record date less the amount of
    cash by which such aggregate per share dividends or distributions
    exceed the Threshold Amount and the denominator shall be the
    current market price per share of the Common Stock on such record
    date.  Such adjustment shall become effective immediately after
    the record date for the determination of stockholders entitled to
    receive the dividend or distribution that causes aggregate per
    share dividends and distributions in the applicable 12-month
    period to exceed the Threshold Amount, except as provided in
    subsection (f) below.

    (c)    Subsections (d) through (g) of Section 1605 are hereby
renamed subsections (e) through (h), respectively, and all cross
references to such subsections found elsewhere in Article 16 shall be
amended accordingly.

    Section 2.5    Other Provisions Unchanged.  All Provisions
of the Indenture, other than as set forth in Sections 2.1 through 2.4,
inclusive, of this First Supplemental Indenture shall be unchanged by
this First Supplemental Indenture and shall remain in full force and
effect.  The Indenture, as supplemented and amended by this First
Supplemental Indenture, is in all respects ratified and confirmed, and
the Indenture and this First Supplemental Indenture shall be read,
taken and construed as one and the same instrument.

    Section 2.6    Ranking.  The Notes will be unsecured
general obligations of the Company, subordinate in right of payment to
certain other obligations of the Company.


                                Miscellaneous
                                -------------

    Section 3.1 Defined Terms.  Unless otherwise provided in
this First Supplemental Indenture, all defined terms used in this
First Supplemental Indenture shall have the meanings assigned to them
in the Indenture.

    Section 3.2 Conflict of Any Provision of Indenture with
Trust Indenture Act of 1939.  If and to the extent that any provision
of this First Supplemental Indenture limits, qualifies or conflicts
with another provision included in this First Supplemental Indenture
or in the Indenture which is required to be included herein or therein
by any of Section 310 to 317, inclusive, of the Trust Indenture Act of
1939, such required provision shall control.

    Section 3.3 New York Law to Govern.  THIS FIRST
SUPPLEMENTAL INDENTURE AND THE NOTES, SHALL BE DEEMED TO BE CONTRACTS
MADE AND TO BE PERFORMED ENTIRELY IN THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF SAID STATE WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF
SAID STATE.

    Section 3.4 Counterparts.  This First Supplemental
Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute
but one and the same instrument.

    Section 3.5 Effect of Headings.  The Article and Section
headings herein are for convenience only and shall not affect the
construction hereof.

    Section 3.6 Severability of Provisions.  In case any
provision in this First Supplemental Indenture or in the Notes shall
be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

    Section 3.7 Successors and Assigns.  All covenants and
agreements in this First Supplemental Indenture by the parties hereto
shall bind their respective successors and assigns and inure to the
benefit of their respective successors and assigns, whether so
expressed or not.

    Section 3.8 Benefit of Supplemental Indenture. Nothing in
this First Supplemental Indenture, express or implied, shall give to
any Person, other than the parties hereto, any Security Registrar, any
Paying Agent and their successors hereunder, and the Holders of the
Notes, any benefit or any legal or equitable right, remedy or claim
under this First Supplemental Indenture.

<PAGE>
    IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, all as of the day
and year first above written.


                                              UNISYS CORPORATION



                                       By:  _______________________________


                                       Name:


                                       Title:




                                       THE BANK OF NEW YORK, as Trustee



                                       By:  _______________________________


                                       Name:


                                       Title: