July 28, 1995


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

Dear Jim:

This letter agreement serves to amend the letter of August 10, 1994, as
follows:

     1.     Section 7(f) is deleted.

     2.     Section 14 is amended to read as follows:

"14. Other Agreements.  It is not intended that you shall receive duplicate
     rights and benefits under this Agreement and any other agreement, 
     contract, plan, or other arrangement with, or sponsored by, the 
     Corporation.  This Agreement supersedes and replaces all prior 
     understandings and agreements between you and the Corporation except
     for your Executive Employment Agreement dated July 28, 1995 (the 
     "Executive Employment Agreement").  In the event that your Executive 
     Employment Agreement becomes effective, you shall continue to be 
     covered under this Agreement and the Executive Employment Agreement, 
     but you shall not be entitled to receive duplicate payments or benefits 
     under both agreements.  With respect to any individual item of 
     compensation or benefit entitlement, or other employment term that
     is covered under both agreements, you shall be covered by the agreement
     term that is more favorable to you or provides you with the greater
     amount or benefit, as determined by the Accounting Firm."

If the following is acceptable to you, please sign and return the enclosed
copy of this agreement.

Very truly yours,

UNISYS CORPORATION                           THE FOREGOING IS ACCEPTED:



___________________________________          ________________________________
Kenneth A. Macke, Chairman                   James A. Unruh
Compensation and Organization
Committee