UNISYS CORPORATION


                               AMENDMENT
                                 TO THE
       DEFERRED COMPENSATION PLAN FOR DIRECTORS OF UNISYS CORPORATION



1.  Sections 4.2(b) and(c) are amended and restated in their entirety,
effective September 24, 1999, to read as follows:

     "(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 at any time upon
appropriate notice to the Corporate Executive Compensation
Department.

     (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.  In addition,
a Participant may elect to transfer all or any portion of his/her
Account balance to the Director Stock Unit Plan and such amounts will
be credited under that Plan as Elective Stock Units, subject to the
terms and conditions of the Director Stock Unit Plan.  Any election
described in this subsection (c) will be effective upon appropriate
notice to the Corporate Executive Compensation Department."