In this paper; reduced order modeling (ROM) of unsteady two-phase flows is performed based upon two-fluid models and a proper-orthogonal decomposition (POD) method. The four-equation two-phase flow model is used as a mathematical model to describe physics of the problem. After presenting the governing equations, direct numerical solution of the problem is introduced using AUSMDV* method. Then, the POD method is introduced as a mathematical tool to reduce computational time of the transient problems. In the present research, an equation free/Galerkine free POD method is used for ROM of the unsteady two-phase flows. In this approach, the singular value decomposition (SVD) method is used to compute the base vectors of the reduced space. A shock tube and water-air separation two-phase problems are solved using the present ROM method. Results show that this approach can reduce computational time of unsteady simulations about 35%. Reduction of the computational time directly depends on the size of the computational gird. The results also indicate that application of POD method on the fine grids is more efficient than on the coarse grids.