As filed with the Securities and Exchange Commission on May 5, 1998
                                                  Registration No. 333-       

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                          THE SECURITIES ACT OF 1933

                               UNISYS CORPORATION
              (Exact name of registrant as specified in its charter)

        Delaware                                          38-0387840
(State of Incorporation)                   (I.R.S. Employer Identification No.)


                      Township Line and Union Meeting Roads 
                          Blue Bell, Pennsylvania 19424
                                (215) 986-4011
                       (Address of principal executive offices) 

                     1990 UNISYS LONG-TERM INCENTIVE PLAN
                       UNISYS LONG-TERM INCENTIVE PLAN
                           (Full title of the Plans)

                               HAROLD S. BARRON
                             Senior Vice President,
                         General Counsel and Secretary
                              Unisys Corporation
                      Township Line and Union Meeting Roads
                           Blue Bell, Pennsylvania 19424
                                  (215) 986-5299
                      (Name and address of agent for service) 


                              CALCULATION OF REGISTRATION FEE
<TABLE>
===================================================================================================
<CAPTION>

Title of Securities        Amount         Proposed Maximum       Proposed Maximum         Amount of
      to be                to be           Offering Price       Aggregate Offering      Registration
    Registered           Registered         per Share (1)           Price (1)                Fee
----------------------------------------------------------------------------------------------------
<S>                      <C>                <C>                      <C>                  <C>
Common Stock,            15,000,000         $21.8125                 $327,187,500         $96,521
par value $.01             shares
per share(2)
====================================================================================================
</TABLE>

(1) Estimated pursuant to paragraphs (c) and (h) of Rule 437 solely for the 
purpose of calculating the registration fee, based upon the average of the 
reported high and low sales prices for a share of Common Stock on April 28, 
1998, as reported on the New York Stock Exchange.


(2) Includes Preferred Share Purchase Rights ("Rights").  The Rights are 
associated with and trade with the Common Stock.  The value, if any, 
attributable to the Rights is reflected in the market price of the Common 
Stock. 




<PAGE>
Page 2



    INCORPORATION OF DOCUMENTS BY REFERENCE TO PRIOR REGISTRATION STATEMENT

     This Registration Statement is filed for the purpose of registering 
15,000,000 additional shares of Common Stock, par value $.01 per share, of 
Unisys Corporation (the "Company") for use in connection with the 1990 Unisys 
Long-Term Incentive Plan and the Unisys Long-Term Incentive Plan
(the "Plans").  A Registration Statement on Form S-8 (No. 33-40259)
(the "Prior Registration Statement") relating to the Plans is effective. 
Accordingly, in accordance with General Instruction E to Form S-8, the
Company incorporates by reference herein the contents of the Prior
Registration Statement.  


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits

Exhibit No.                                 Description

   5               Opinion of Harold S. Barron, Esq. as to the legality 
                   of the shares of Common Stock covered by the Registration 
                   Statement

   23.1            Consent of Ernst & Young LLP, independent auditors

   23.2            Consent of counsel (included in opinion filed as Exhibit 5)

   24              Power of Attorney (included on the signature page hereof)




<PAGE>
Page 3

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Township of Whitpain, Commonwealth of 
Pennsylvania, on May 4, 1998.

                                              UNISYS CORPORATION

                                           By:/s/Lawrence A. Weinbach
                                              -----------------------
                                                 Lawrence A. Weinbach
                                               Chairman, President and
                                               Chief Executive Officer


                              POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes 
Harold S. Barron, Robert H. Brust, Angus F. Smith and Lawrence A. Weinbach, 
and each of them, with full power of substitution and full power to act 
without the other, his or her true and lawful attorney-in-fact and agent in 
his or her name, place and stead, to execute in the name and on behalf of 
such person, individually and in each capacity stated below, any and all 
amendments (including post-effective amendments) to this Registration 
Statement and all documents relating thereto, and to file the same, with all 
exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, and generally to do all such things in his 
or her name and on his or her behalf in his or her respective capacities as 
officers or directors of Unisys Corporation to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission.


     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on May 4, 1998.


Signature                                                Title
---------                                                -----

/s/ Lawrence A. Weinbach                     Chairman, President and Chief 
-------------------------                    Executive Officer (principal 
Lawrence A. Weinbach                         executive officer) and Director 

/s/Robert H. Brust                           Senior Vice President and Chief 
------------------                           Financial Officer (principal 
Robert H. Brust                              financial officer)

/s/ Janet M. Brutschea Haugen                Vice President and Controller 
-----------------------------                (principal accounting officer)
Janet M. Brutschea Haugen

/s/ J.P. Bolduc                              Director
---------------
J.P. Bolduc

/s/ James J. Duderstadt                      Director
------------------------
James J. Duderstadt

/s/ Henry C. Duques                          Director
-------------------
Henry C. Duques

<PAGE>
Page 4

/s/ Gail D. Fosler                           Director
------------------
Gail D. Fosler

/s/ Melvin R. Goodes                         Director
--------------------
Melvin R. Goodes

/s/ Edwin A. Huston                          Director
-------------------
Edwin A. Huston

/s/ Kenneth A. Macke                         Director
--------------------
Kenneth A. Macke

/s/ Theodore E. Martin                       Director
----------------------
Theodore E. Martin

/s/ Robert McClements, Jr.                   Director
-------------------------
Robert McClements, Jr.




<PAGE>
Page 5


                                 EXHIBIT INDEX


Exhibit 
   No. 
-------
   5              Opinion of Harold S. Barron, Esq. as to the legality 
                  of the shares of Common Stock covered by the Registration 
                  Statement

   23.1           Consent of Ernst & Young LLP, independent auditors

   23.2           Consent of counsel (included in opinion filed as Exhibit 5)

   24             Power of Attorney (included on the signature page hereof)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8522}]
{"company-data": {"conformed-name": "UNISYS CORP", "cik": "0000746838", "assigned-sic": "3570", "irs-number": "380387840", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51887", "film-number": "98611007"}, "business-address": {"street1": "TOWNSHIP LINE & UNION MEETING RDS", "city": "BLUE BELL", "state": "PA", "zip": "19424", "phone": "2159864011"}, "mail-address": {"street1": "TOWNSHIP LINE & UNION MEETING ROADS", "city": "BLUE BELL", "state": "PA", "zip": "19424"}, "former-company": {"former-conformed-name": "BURROUGHS CORP /DE/", "date-changed": "19861204"}}
As filed with the Securities and Exchange Commission on May 5, 1998
                                                  Registration No. 333-       

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                          THE SECURITIES ACT OF 1933

                               UNISYS CORPORATION
              (Exact name of registrant as specified in its charter)

        Delaware                                          38-0387840
(State of Incorporation)                   (I.R.S. Employer Identification No.)

                      Township Line and Union Meeting Roads 
                          Blue Bell, Pennsylvania 19424
                                (215) 986-4011
                       (Address of principal executive offices) 

                     1990 UNISYS LONG-TERM INCENTIVE PLAN
                       UNISYS LONG-TERM INCENTIVE PLAN
                           (Full title of the Plans)

                               HAROLD S. BARRON
                             Senior Vice President,
                         General Counsel and Secretary
                              Unisys Corporation
                      Township Line and Union Meeting Roads
                           Blue Bell, Pennsylvania 19424
                                  (215) 986-5299
                      (Name and address of agent for service) 

                              CALCULATION OF REGISTRATION FEE

===================================================================================================
Title of Securities        Amount         Proposed Maximum       Proposed Maximum         Amount of
      to be                to be           Offering Price       Aggregate Offering      Registration
    Registered           Registered         per Share (1)           Price (1)                Fee
----------------------------------------------------------------------------------------------------
Common Stock,            15,000,000         $21.8125                 $327,187,500         $96,521
par value $.01             shares
per share(2)
====================================================================================================
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 437 solely for the 
purpose of calculating the registration fee, based upon the average of the 
reported high and low sales prices for a share of Common Stock on April 28, 
1998, as reported on the New York Stock Exchange.

(2) Includes Preferred Share Purchase Rights ("Rights").  The Rights are 
associated with and trade with the Common Stock.  The value, if any, 
attributable to the Rights is reflected in the market price of the Common 
Stock.
Page 2

    INCORPORATION OF DOCUMENTS BY REFERENCE TO PRIOR REGISTRATION STATEMENT

     This Registration Statement is filed for the purpose of registering 
15,000,000 additional shares of Common Stock, par value $.01 per share, of 
Unisys Corporation (the "Company") for use in connection with the 1990 Unisys 
Long-Term Incentive Plan and the Unisys Long-Term Incentive Plan
(the "Plans").  A Registration Statement on Form S-8 (No. 33-40259)
(the "Prior Registration Statement") relating to the Plans is effective. 
Accordingly, in accordance with General Instruction E to Form S-8, the
Company incorporates by reference herein the contents of the Prior
Registration Statement.  

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits

Exhibit No.                                 Description

   5               Opinion of Harold S. Barron, Esq. as to the legality 
                   of the shares of Common Stock covered by the Registration 
                   Statement

   23.1            Consent of Ernst & Young LLP, independent auditors

   23.2            Consent of counsel (included in opinion filed as Exhibit 5)

   24              Power of Attorney (included on the signature page hereof)
Page 3

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Township of Whitpain, Commonwealth of 
Pennsylvania, on May 4, 1998.

                                              UNISYS CORPORATION

                                           By:/s/Lawrence A. Weinbach
                                              -----------------------
                                                 Lawrence A. Weinbach
                                               Chairman, President and
                                               Chief Executive Officer

                              POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes 
Harold S. Barron, Robert H. Brust, Angus F. Smith and Lawrence A. Weinbach, 
and each of them, with full power of substitution and full power to act 
without the other, his or her true and lawful attorney-in-fact and agent in 
his or her name, place and stead, to execute in the name and on behalf of 
such person, individually and in each capacity stated below, any and all 
amendments (including post-effective amendments) to this Registration 
Statement and all documents relating thereto, and to file the same, with all 
exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, and generally to do all such things in his 
or her name and on his or her behalf in his or her respective capacities as 
officers or directors of Unisys Corporation to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on May 4, 1998.

Signature                                                Title
---------                                                -----

/s/ Lawrence A. Weinbach                     Chairman, President and Chief 
-------------------------                    Executive Officer (principal 
Lawrence A. Weinbach                         executive officer) and Director 

/s/Robert H. Brust                           Senior Vice President and Chief 
------------------                           Financial Officer (principal 
Robert H. Brust                              financial officer)

/s/ Janet M. Brutschea Haugen                Vice President and Controller 
-----------------------------                (principal accounting officer)
Janet M. Brutschea Haugen

/s/ J.P. Bolduc                              Director
---------------
J.P. Bolduc

/s/ James J. Duderstadt                      Director
------------------------
James J. Duderstadt

/s/ Henry C. Duques                          Director
-------------------
Henry C. Duques
Page 4

/s/ Gail D. Fosler                           Director
------------------
Gail D. Fosler

/s/ Melvin R. Goodes                         Director
--------------------
Melvin R. Goodes

/s/ Edwin A. Huston                          Director
-------------------
Edwin A. Huston

/s/ Kenneth A. Macke                         Director
--------------------
Kenneth A. Macke

/s/ Theodore E. Martin                       Director
----------------------
Theodore E. Martin

/s/ Robert McClements, Jr.                   Director
-------------------------
Robert McClements, Jr.
Page 5

                                 EXHIBIT INDEX

Exhibit 
   No. 
-------
   5              Opinion of Harold S. Barron, Esq. as to the legality 
                  of the shares of Common Stock covered by the Registration 
                  Statement

   23.1           Consent of Ernst & Young LLP, independent auditors

   23.2           Consent of counsel (included in opinion filed as Exhibit 5)

   24             Power of Attorney (included on the signature page hereof)