10-K: Annual report [Section 13 and 15(d), not S-K Item 405]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-K

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the year ended December 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to

Commission file number 1-3579

PITNEY BOWES INC.

State of Incorporation IRS Employer Identification No.
Delaware 06-0495050


World Headquarters
Stamford, Connecticut 06926-0700
Telephone Number: (203) 356-5000

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

Name of each exchange
Title of each class on which registered


Common Stock ($2 par value) New York Stock Exchange

$2.12 Convertible Cumulative New York Stock Exchange
Preference Stock (no par value)

Preference Share Purchase Rights New York Stock Exchange

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

4% Convertible Cumulative Preferred Stock ($50 par value)

Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

The Registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements for the past
90 days. Yes X No

The aggregate market value of voting stock (common stock and $2.12
preference stock) held by non-affiliates of the Registrant as of March 10,
1995 is $5,346,586,734.

Number of shares of common stock, $2 par value, outstanding as of March 10,
1995 is 150,905,707.




DOCUMENTS INCORPORATED BY REFERENCE:

1. Only the following portions of the Pitney Bowes Inc. 1994 Annual
Report to Stockholders are incorporated by reference into Parts I, II
and IV of this Form 10-K Annual Report.

(a) Financial Statements, pages 29 to 42.

(b) Management's Discussion and Analysis and Summary of Selected
Financial Data on pages 21 to 28 excluding the information on
page 27 relating to Dividend Policy.

(c) Stock Information and Stock Exchanges, on page 44.

2. Pitney Bowes Inc. Notice of the 1995 Annual Meeting and Proxy
Statement dated March 24, 1995 pages 3, 4, 7, 8, 11 to 13, 19 and
portions of pages 2, 5, 9, 10, 14, 18 and 20 are incorporated by
reference into Part III of this Form 10-K Annual Report.

PART I
Item 1. Business

Pitney Bowes Inc. and its subsidiaries (the company) operate within two
industry segments: business equipment and services, and financial
services. The company's operations are in the following geographic areas:
the United States, Europe, and Canada and other countries. Financial
information concerning revenue, operating profit and identifiable assets by
industry segment and geographic area appears on pages 21 and 41 of the
Pitney Bowes Inc. 1994 Annual Report to Stockholders and is incorporated
herein by reference.

Business Equipment and Services. Business equipment and services consists
of four product and service classes: mailing systems, copying systems,
facsimile systems and facilities management services. These products and
services are sold, rented or leased (see Financial Services) by the company
and through dealers.

Mailing systems include postage meters, parcel registers, mailing
machines, manifest systems, letter and parcel scales, mail openers,
mailroom furniture, folders, and paper handling and shipping equipment.

Copying systems include a wide range of copying systems and supplies.

Facsimile systems include a wide range of facsimile systems and
supplies.

Facilities management services are provided for a variety of business
support functions, including correspondence mail and reprographics
management, high volume automated mail center management and related
activities such as facsimile, supplies distribution and records management
provided by the company's Pitney Bowes Management Services, Inc. subsidiary
(PBMS).

In October 1993, the company acquired all outstanding shares of
Ameriscribe Corporation (Ameriscribe). Ameriscribe is a nationwide
provider of on-site reprographics, mailroom and other office services to
industrial corporations and professional service firms on a contract basis.
The company consolidated this unit with its facilities management business
operated through its wholly-owned subsidiary, PBMS.

In 1994, the company announced its intent to seek buyers for its
Dictaphone Corporation (Dictaphone) and Monarch Marking Systems, Inc.
(Monarch) subsidiaries. The sales of Dictaphone and Monarch are expected
to result in gains at closings which are expected to occur in 1995. The
company sold its Wheeler Group Inc. (Wheeler) subsidiary in 1992, a direct
mail marketer of office supplies. Dictaphone, Monarch and Wheeler have



been classified in the Consolidated Statement of Income as discontinued
operations; revenue and income from continuing operations exclude the
results of Dictaphone, Monarch and Wheeler for all periods presented. (See
Note 11, Acquisitions and discontinued operations, of the Notes to
Consolidated Financial Statements in the Pitney Bowes Inc. 1994 Annual
Report to Stockholders which information is incorporated herein by
reference).

Financial Services. The financial services segment includes the company's
worldwide financing operations. The company provides lease financing for
its products as well as other financial services in the U.S. for the
commercial and industrial markets. Lease financing transactions and other
financial services are executed through the company's wholly-owned
subsidiaries: Pitney Bowes Credit Corporation, including Colonial Pacific
Leasing Corporation, Pitney Bowes Real Estate Financing Corporation and
Atlantic Mortgage & Investment Corporation in the United States; Pitney
Bowes Finance PLC in the U.K.; Adrema Leasing in Germany; Pitney Bowes
Finance S.A. in France, Pitney Bowes Finans Norway AS and Pitney Bowes
Credit Australia Limited. The company's subsidiary, Pitney Bowes of Canada
Ltd., also has a financing division through which leasing arrangements are
made available to its customers. The finance operations financed 41
percent, 44 percent and 43 percent of consolidated sales in 1994, 1993 and
1992, respectively.

Since the first quarter of 1993, the company has continued to phase out
the business of financing non-Pitney Bowes equipment outside the U.S. The
company has completed its inquiry and evaluation, begun in 1993, of the
assets and liabilities of its German leasing business. (See Management's
Discussion and Analysis in the Pitney Bowes Inc. 1994 Annual Report to
Stockholders which information is incorporated herein by reference). In
the U.S. the company continues to lease a broad range of other commercial
and industrial products. Products financed include both commercial and non-
commercial aircraft, over-the-road trucks and trailers, railcars and
locomotives and high-technology equipment such as data processing and
communications equipment as well as commercial real estate properties. The
finance operations have also participated, on a select basis, in certain
other types of financial transactions including: syndication of certain
lease transactions, senior secured loans in connection with acquisition,
leveraged buyout and recapitalization financings and certain project
financings as well as mortgage servicing.

Financial services' borrowing strategy is to use a balanced mix of debt
maturities, variable- and fixed-rate debt and interest rate swap agreements
to control its sensitivity to interest rate volatility. The company
utilizes interest rate swap agreements when it considers the economic
benefits to be favorable. Swap agreements have been principally utilized
to fix interest rates on commercial paper and/or obtain a lower cost on
debt than would otherwise be available absent the swap. The financial
services segment may borrow through the sale of commercial paper, under its
confirmed bank lines of credit, and by private and public offerings of
intermediate- or long-term debt securities. While the company's funding
strategy may reduce sensitivity to interest rate changes over the long-
term, effective interest costs have been and will continue to be impacted
by interest rate changes. The company periodically adjusts prices on its
new leasing and financing transactions to reflect changes in interest
rates; however, the impact of these rate changes on revenue is usually less
immediate than the impact on borrowing costs.

Nonrecurring Items, Net. In 1994, a net nonrecurring credit of $25.4
million resulted from a $118.6 million credit to income for changes made to
certain postemployment benefits and the decision to undertake certain
strategic actions which resulted in a $93.2 million charge to income.

Since the first quarter of 1994, as part of the company's employee work-
life initiatives, employee input was actively sought about benefits, and it
was concluded that employees prefer benefits more closely related to their
changing work-life needs. As a result, in the third quarter of 1994, the



company significantly reduced or eliminated certain postemployement
benefits, specifically service-related company-subsidized life insurance,
salary continuance and medical benefits, resulting in a pre-tax credit to
income of $118.6 million ($70.9 million net of approximately $47.7 million
of income taxes). 1994 postemployment benefit expense was not materially
effected by the net impact of the adoption of FAS 112 and these benefit
changes, nor is ongoing postemployment benefit expense expected to be
materially affected. As a further outgrowth of the above study, the
company also instituted, effective January 1, 1995, certain enhancements to
its deferred investment plan, including an increase in the company's match
of employee contributions.

During the third quarter of 1994, the company adopted a formal plan
designed to address the impact of technology on work force requirements and
to further refine its strategic focus on core businesses worldwide. The
company recorded a $93.2 million charge to income to cover the costs of
such actions. The charge includes $61 million of severance and benefit
costs for work force reductions, $22 million of asset write downs and $10
million of other exit costs. All but the write downs will result in cash
outlays.

The phase-out of older product lines, introduction of new, advanced
products and increased need for higher employee skill levels to deliver and
service these products will require a work force reduction of approximately
2,000 employees worldwide over the next year, and the future hiring of
approximately 850 new employees with these requisite enhanced skills. All
costs associated with hiring of new employees were excluded from the charge
and will be recognized appropriately in the period incurred.

Current and future advanced product offerings require a smaller, but
more highly skilled engineering, manufacturing and service work force to
take full advantage of design, production, diagnostic and service
strategies. These disciplines account for a work force reduction of more
than 850 employees and will require severance and benefit costs of $27
million. Other strategic actions include reengineering and streamlining of
order flow, logistics and other administrative processes in the U.S.,
Europe and the Asia Pacific region which will result in an additional work
force reduction of more than 800 employees requiring severance and benefit
costs of $22.7 million. The decisions to phase out non-mailing products in
Germany and the cessation of further development and marketing of shipping
products which cannot be cost-effectively upgraded to new technologies will
account for the remaining work force reductions and related severance and
benefit costs.

As noted above, included in the plan to refine the strategic business
focus of the company are asset write downs of $22 million and $10 million
of other exit costs for certain additional actions. Consistent with a
refinement of focus on our core businesses, the actions include phasing out
non-mailing products in Germany. This decision requires the write down of
inventories, lease and rental contracts and other assets to their net
realizable value for which $7.4 million has been provided. The decision to
cease development and marketing of certain shipping products as noted above
has resulted in further inventory and other asset write-offs of $8.6
million. The company has decided to transition a software-based business
with its own product offerings to a limited product development and
marketing support function. As a result, $6.3 million of goodwill related
to the acquisition of this business has been written-off. The $10 million
of other exit costs are primarily due to the adoption of a centralized
organizational structure in the European financial services businesses that
will result in the early termination of a facility lease.

As of December 31, 1994 the company has made severance and benefits
payments of $3.4 million to approximately 200 employees separated under the
strategic focus initiatives.

Benefits from the strategic focus initiatives (principally reduced
employee expense) will be offset, in part, by increased hiring and training
expenses to obtain employees with requisite skills. Anticipated net cash
savings in 1995 and 1996 approximate $20 million and $30 million,
respectively.



In September 1990, the company changed its copier marketing strategy
and announced plans to discontinue the remanufacture of used copier
equipment. The copier organization now concentrates on new, higher-margin
copiers consistent with its marketing strategy directed at serving large
corporations and multi-unit installations. Due to this change in strategy
and the resultant discontinuance of the equipment remanufacturing process,
the company adjusted the estimated useful life of copiers from five years
to three years and established a reserve for the disposal of copiers which
previously would have been remanufactured, employee severance payments and
facility closing costs. The aggregate one-time, pretax charge against 1990
third-quarter earnings was $86.5 million.

Support Services. The company maintains extensive field service
organizations in the U.S. and certain other countries to provide support
services to customers who have rented, leased or purchased equipment. Such
support services, provided primarily on the basis of annual maintenance
contracts, accounted for 13 percent, 14 percent and 14 percent of revenue
in 1994, 1993 and 1992, respectively.

Marketing. The company's products and services are marketed through an
extensive network of offices in the U.S., and through a number of
subsidiaries and independent distributors and dealers in many countries
throughout the world as well as through direct marketing and outbound
telemarketing. The company sells to a variety of business, governmental,
institutional and other organizations. It has a broad base of customers,
and is not dependent upon any one customer or type of customer for a
significant part of its business. The company does not have significant
backlog or seasonality relating to its businesses.

Operations Outside the United States. The company's manufacturing
operations outside the U.S. are in the United Kingdom.

The company's discontinued operations, Dictaphone and Monarch, have
manufacturing operations outside the United States in Australia, Canada,
Hong Kong, Mexico, Switzerland, Singapore and the United Kingdom.

Competition. The company has historically been a leading supplier of
certain products and services in its business segments, particularly
postage meters and mailing machines. However, in both segments it has
strong competition from a number of companies. In particular, it is facing
competition in many countries for new placements from several postage meter
and mailing machine suppliers, and its mailing systems products face some
competition from products and services offered as alternative means of
message communications. The company's Shipping and Weighing division is
experiencing competition from carrier automation initiatives. The company
is addressing competitive pressures in this market with the introduction of
a new line of comunications-capable low-volume shipping systems in early
1995. PBMS, a market leader in providing mail and related support services
to the corporate, financial services, and professional services markets,
competes against national, regional and local firms specializing in
facilities management. The company believes that its long experience and
reputation for product quality, and its sales and support service
organizations are important factors in influencing customer choices with
respect to its products and services.

The financing business is highly competitive with aggressive rate
competition. Leasing companies, commercial finance companies, commercial
banks and other financial institutions compete, in varying degrees, in the
several markets in which the finance operations do business and range from
very large, diversified financial institutions to many small, specialized
firms. In view of the market fragmentation and absence of any dominant



competitors which result from such competition, it is not possible to
provide a meaningful description of the finance operations' competitive
position in these markets.

The company's discontinued operations, Dictaphone and Monarch, have
historically been leading suppliers of certain products and services in
their businesses, particularly price marking supplies and equipment and
voice processing systems.

Research and Development/Patents. The company has research and development
programs that are directed towards developing new products and improving
the economy and efficiency of its operations, including its production and
service methods. Expenditures on research and development totaled $78.6
million, $80.9 million and $85.0 million in 1994, 1993 and 1992,
respectively.

As a result of its research and development efforts, the company has
been awarded a number of patents with respect to several of its existing
and planned products. However, the company believes its businesses are not
materially dependent on any one patent or any group of related patents.
The company also believes its businesses are not materially dependent on
any one license or any group of related licenses.

Material Supplies and Environmental Protection. The company believes it
has adequate sources for most parts and materials for the products it
manufactures. However, products manufactured by the company rely to an
increasing extent on microelectronic components, and temporary shortages of
these components have occurred from time to time due to the demands by many
users of such components.

The company purchases copiers, facsimile equipment, and scales,
primarily from Japanese suppliers. The company believes that it has
adequate sources available to it for the foreseeable future for such
products.

The company is subject to federal, state and local laws and regulations
concerning the environment, and is currently participating in
administrative or court proceedings as a participant in various groups of
potentially responsible parties. These proceedings are at various stages
of activity, and it is impossible to estimate with any certainty the total
cost of remediation, the timing and extent of remedial actions which may be
required by governmental authorities, and the amount of the liability, if
any, of the company. If and when it is possible to make a reasonable
estimate of the company's liability with respect to such a matter, a
provision would be made as appropriate. Based on the facts presently known
to it, the company does not believe that the outcome of these proceedings
will have a material adverse effect on its financial condition.

Employee Relations. At December 31, 1994, 32,792 persons were employed by
the company, 26,990 in the United States, 5,802 outside the United States.
Of this total 5,457 were employed by Monarch and Dictaphone. Employee
relations are considered to be very satisfactory. The great majority of
employees are not represented by any labor union. Management follows the
policy of keeping employees informed of its decisions, and encourages and
implements employee suggestions whenever practicable.

Item 2. Properties

The company's World Headquarters and certain other office and manufacturing
facilities are located in Stamford, Connecticut. The company maintains
research and development operations at a corporate engineering and
technology center in Shelton, Connecticut. A sales and service training
center is located near Atlanta, Georgia. The company is building a new
facility to house its Shipping and Weighing Systems Division in Shelton,
Connecticut, which is expected to be completed in 1995. The company
believes that its current and planned manufacturing, administrative and
sales office properties are adequate for the needs of both of its business
segments.




Business Equipment and Services. Business equipment and services products
are manufactured in a number of plants principally in Connecticut, as well
as in Harlow, England. Most of these facilities are owned by the company.
Sales and support services offices, substantially all of which are leased,
are located throughout the United States and in a number of other
countries.

The company's Pitney Bowes Management Services subsidiary is
headquartered in Stamford, Connecticut and leases facilities in 27 cities
located throughout the U.S. as well as leased facilities in Toronto,
Ontario, Canada and London, England.

Financial Services. Pitney Bowes Credit Corporation leases executive and
administrative offices in Norwalk, Connecticut; Jacksonville, Florida; and
Tualatin, Oregon. Executive and administrative offices of the financing
operations outside the United States are maintained in London, England;
Heppenheim, Germany; Paris, France; Mississauga, Ontario, Canada; and North
Ryde, Australia. A number of leased regional and district sales offices
are located throughout the U.S., Canada and Germany.

The company's discontinued operations, Dictaphone and Monarch, have
production facilities in Melbourne, Florida; Dayton, Ohio; Killwangen,
Switzerland; Pickering, Ontario, Canada; Mexico City, Mexico; Sydney,
Australia; Singapore and Hong Kong. Most of these facilities are owned by
the company. Sales and support service offices, substantially all of which
are leased, are located throughout the United States and in a number of
other countries.

Item 3. Legal Proceedings

The company is a defendant in a number of lawsuits, none of which should
have, in the opinion of management and legal counsel, a material adverse
effect on the company's financial position or results of operations.

The company has been advised that the Antitrust Division of the United
States Department of Justice is conducting a civil investigation of its
postage equipment business to determine whether there is, has been, or may
be a violation of the surviving provisions of the 1959 consent decree
between the company and the U.S. Department of Justice, and or the
antitrust laws. The company intends to cooperate with the Department's
investigation.




Item 4. Submission of Matters to a Vote of Security Holders

None.

Executive Officers of the Registrant

Executive
Officer
Name Age Title Since

George B. Harvey 63 Chairman, President and Chief 1967
Executive Officer

Carmine F. Adimando 50 Vice President - Finance and 1982
Administration, and Treasurer

Marc C. Breslawsky 52 Vice-Chairman 1985

Michael J. Critelli 46 Vice-Chairman 1988

Steven J. Green 43 Vice President - Controller 1988

Douglas A. Riggs 50 Vice President - Communications, 1988
Planning, Secretary and General Counsel

Carole F. St. Mark 52 President and Chief Executive Officer - 1985
Pitney Bowes Business Services

Johnna G. Torsone 44 Vice President - Personnel 1993

There is no family relationship among the above officers, all of whom have
served in various corporate, division or subsidiary positions with the
company for at least the past five years except for Johnna G. Torsone.
Prior to joining the company in October 1990, Ms. Torsone was a partner
with the New York law firm of Parker, Chapin, Flattau & Klimpl where she
practiced employment and labor law for 14 years.




PART II

Item 5. Market for the Registrant's Common Stock and Related
Stockholders' Matters

The sections entitled "Stock Information" and "Stock Exchanges" on page 44
of the Pitney Bowes Inc. 1994 Annual Report to Stockholders are
incorporated herein by reference. At December 31, 1994, the company had
31,226 common stockholders of record.

Item 6. Selected Financial Data

The section entitled "Summary of Selected Financial Data" on page 28 of the
Pitney Bowes Inc. 1994 Annual Report to Stockholders is incorporated herein
by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

The section entitled "Management's Discussion and Analysis" on pages 21 to
27 of the Pitney Bowes Inc. 1994 Annual Report to Stockholders is
incorporated herein by reference, except for the section on page 27
relating to "Dividend Policy."

Item 8. Financial Statements and Supplementary Data

The financial statements, together with the report thereon of Price
Waterhouse LLP dated January 31, 1995, appearing on pages 29 to 42 of the
Pitney Bowes Inc. 1994 Annual Report to Stockholders are incorporated
herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.
PART III

Item 10. Directors and Executive Officers of the Registrant

Except for the information regarding the company's executive officers (see
"Executive Officers of the Registrant" on page 8), the information called
for by this Item is incorporated herein by reference to the sections
entitled "Election of Directors" and "Security Ownership of Directors and
Executive Officers" on pages 2 to 5 and 7 and 8 of the Pitney Bowes Inc.
Notice of the 1995 Annual Meeting and Proxy Statement.

Item 11. Executive Compensation

The sections entitled "Directors' Compensation", "Executive Officer
Compensation", "Severance and Change of Control Arrangements" and "Pension
Benefits" on pages 8 to 14, and 18 to 20 of the Pitney Bowes Inc. Notice
of the 1995 Annual Meeting and Proxy Statement are incorporated herein by
reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The section entitled "Security Ownership of Directors and Executive
Officers" on pages 7 and 8 of the Pitney Bowes Inc. Notice of the 1995
Annual Meeting and Proxy Statement is incorporated herein by reference.



Item 13. Certain Relationships and Related Transactions

None.
PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) 1. Financial statements - see Item 8 on page 9 and
"Index to Financial Statements and Schedules" on
page 16.

2. Financial statement schedules - see "Index to
Financial Statements and Schedules" on page 16.

3. Exhibits (numbered in accordance with Item 601 of
Regulation S-K).

Reg. S-K Status or Incorporation
Exhibit Description by Reference


(3)(a) Restated Certificate Incorporated by reference to Exhibit
of Incorporation, as (3a) to Form 10-K as filed with the
amended Commission on March 30, 1993.
(Commission file number 1-3579)

(b) By-laws Incorporated by reference to Exhibit
(1) to Form 8-K as filed with the
Commission on March 13, 1993.
(Commission file number 1-3579)

(4)(a) Form of Indenture Incorporated by reference to Exhibit
dated as of November (4a) to Form 10-K as filed with the
15, 1987 between the Commission on March 24, 1988.
company and Chemical (Commission file number 1-3579)
Bank, as Trustee

(b) Form of Debt Incorporated by reference to Exhibit
Securities (4b) to Form 10-K as filed with the
Commission on March 24, 1988.
(Commission file number 1-3579)

(c) Form of First Incorporated by reference to Exhibit
Supplemental Indenture (1) to Form 8-K as filed with the
dated as of June 1, Commission on June 16, 1989.
1989 between the (Commission file number 1-3579)
company and Chemical
Bank, as Trustee

(d) Form of Indenture Incorporated by reference to Exhibit
dated as of April 15, (4.1) to Registration Statement on Form
1990 between the S-3(No. 33-33948) as filed with the
company and Chemical Commission on March 28, 1990.
Bank, as successor to
Manufacturers Hanover
Trust Company, as
Trustee

(e) Forms of Debt Incorporated by reference to Exhibit
Securities (4) to Form 10-Q as filed with the
Commission on May 14, 1990. (Commission
file number 1-3579)




(f) Form of Indenture Incorporated by reference to Exhibit
dated as of May 1, (4a) to Registration Statement on Form
1985 between Pitney S-3(No. 2-97411) as filed with the
Bowes Credit Commission on May 1, 1985.
Corporation and
Bankers Trust Company,
as Trustee

(g) Letter Agreement Incorporated by reference to Exhibit
between Pitney Bowes (4b) to Registration Statement on Form
Inc. and Bankers Trust S-3(No. 2-97411) as filed with the
Company, as Trustee Commission on May 1, 1985.

(h) Form of First Incorporated by reference to Exhibit
Supplemental Indenture (4b) to Registration Statement on Form
dated as of December S-3(No. 33-10766) as filed with the
1, 1986 between Pitney Commission on December 12, 1986.
Bowes Credit
Corporation and
Bankers Trust Company,
as Trustee

(i) Form of Second Incorporated by reference to Exhibit
Supplemental Indenture (4c) to Registration Statement on Form S-
dated as of February 3(No. 33-27244) as filed with the
15, 1989 between Commission on February 24, 1989.
Pitney Bowes Credit
Corporation and
Bankers Trust Company,
as Trustee

(j) Form of Third Incorporated by reference to Exhibit (1)
Supplemental Indenture to Form 8-K as filed with the Commission
dated as of May 1, on May 16, 1989. (Commission file number
1989 between Pitney 1-3579)
Bowes Credit
Corporation and
Bankers Trust Company,
as Trustee

The company has outstanding certain other long-term indebtedness.
Such long-term indebtedness does not exceed 10% of the total
assets of the company; therefore, copies of instruments defining
the rights of holders of such indebtedness are not included as
exhibits. The company agrees to furnish copies of such
instruments to the Securities and Exchange Commission upon
request.




Executive Compensation Plans:

(10)(a) Retirement Plan for Incorporated by reference to Exhibit
Directors of Pitney (10a) to Form 10-K as filed with the
Bowes Inc. Commission on March 30, 1993.
(Commission file number 1-3579)

(b) Deferred Compensation Incorporated by reference to Exhibit
Plan for Directors (10b) to Form 10-K as filed with the
Commission on March 30, 1993.
(Commission file number 1-3579)

(c) Pitney Bowes Inc. Incorporated by reference to Exhibit
Directors' Stock Plan (10a) to Form 10-K as filed with the
Commission on March 25, 1992.
(Commission file number 1-3579)

(d) Pitney Bowes 1991 Incorporated by reference to Exhibit
Stock Plan (10b) to Form 10-K as filed with the
Commission on March 25, 1992.
(Commission file number 1-3579)

(e) Pitney Bowes Inc. Key Incorporated by reference to Exhibit
Employees' Incentive (10c) to Form 10-K as filed with the
Plan (as amended and Commission on March 25, 1992.
restated) (Commission file number 1-3579)

(f) 1979 Pitney Bowes Incorporated by reference to Exhibit
Stock Option Plan (as (10d) to Form 10-K as filed with the
amended and restated) Commission on March 25, 1992.
(Commission file number 1-3579)

(g) Pitney Bowes Severance Incorporated by reference to Exhibit
Plan, as amended, (10) to Form 10-K as filed with the
dated December 12, Commission on March 23, 1989.
1988 (Commission file number 1-3579)

(11) Statement Exhibit (i)
re computation of per
share earnings

(12) Computation of ratio Exhibit (ii)
of earnings to fixed
charges

(13) Portions of annual Exhibit (iii)
report to security
holders

(21) Subsidiaries of the Exhibit (iv)
registrant

(23) Consent of experts and Exhibit (v)
counsel

(27) Financial Data Schedule Exhibit (vi)

(b) No reports on Form 8-K were filed for the three months ended
December 31, 1994.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Pitney Bowes Inc.



By /s/ George B. Harvey
(George B. Harvey)
Chairman, President and Chief
Executive Officer

Date March 30, 1995




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature Title Date



/s/ George B. Harvey Chairman, President March 30, 1995
George B. Harvey and Chief Executive
Officer - Director


/s/ Carmine F. Adimando Vice President-Finance March 30, 1995
Carmine F. Adimando and Administration, and
Treasurer (principal
financial officer)


/s/ Steven J. Green Vice President-Controller March 30, 1995
Steven J. Green (principal accounting
officer)


/s/ Linda G. Alvarado Director March 30, 1995
Linda G. Alvarado



/s/ Marc C. Breslawsky Director March 30, 1995
Marc C. Breslawsky



/s/ William E. Butler Director March 30, 1995
William E. Butler



/s/ Colin G. Campbell Director March 30, 1995
Colin G. Campbell



/s/ Michael J. Critelli Director March 30, 1995
Michael J. Critelli



/s/ John C. Emery, Jr. Director March 30, 1995
John C. Emery, Jr.




Signature Title Date



/s/ Charles E. Hugel Director March 30, 1995
Charles E. Hugel



/s/ David T. Kimball Director March 30, 1995
David T. Kimball



Director
Leroy D. Nunery



/s/ Phyllis S. Sewell Director March 30, 1995
Phyllis S. Sewell



Director
Arthur R. Taylor





INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

The additional financial data should be read in conjunction with the
financial statements in the Pitney Bowes Inc. 1994 Annual Report to
Stockholders. Schedules not included with this additional financial data
have been omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto. Also,
separate financial statements of less than 100 percent owned companies,
which are accounted for by the equity method, have been omitted because
they do not constitute significant subsidiaries.


ADDITIONAL FINANCIAL DATA

Page
Pitney Bowes Inc.:

Report of independent accountants on financial
statement schedules 17

Financial statement schedules for the years 1992 - 1994:

Valuation and qualifying accounts and
reserves (Schedule II) 18






REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES




To the Board of Directors
of Pitney Bowes Inc.


Our audits of the consolidated financial statements referred to in our
report dated January 31, 1995 appearing on page 42 of the Pitney Bowes Inc.
1994 Annual Report to Stockholders (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-
K) also included an audit of the financial statement schedules listed by
reference in Item 14(a)2 of this Form 10-K. In our opinion, these
financial statement schedules present fairly, in all material respects,
the information set forth therein when read in conjunction with the related
consolidated financial statements.




/s/Price Waterhouse LLP
Price Waterhouse LLP

Stamford, Connecticut
January 31, 1995






PITNEY BOWES INC.

SCHEDULE II - VALUATION AND QUALIFYING
ACCOUNTS AND RESERVES

FOR THE YEARS ENDED DECEMBER 31, 1992 TO 1994
<TABLE>
<CAPTION>
(Dollars in thousands)

Additions
Balance at charged to Balance
beginning of costs and at end
Description year expenses Deductions of year

Allowance for doubtful accounts
<S> <C> <C> <C> <C>
1994 $16,691 $ 4,262 $ 4,044(2) $ 16,909

1993 $16,578 $ 9,024(1) $ 8,911(2) $ 16,691

1992 $17,786 $ 4,364 $ 5,572(2) $ 16,578


Allowance for credit losses on finance receivables

1994 $116,512 $64,933 $68,354(2) $113,091

1993 $ 96,975 $84,524 $64,987(2) $116,512

1992 $ 88,703 $85,642 $77,370(2) $ 96,975


Reserve for transition costs(4)

1994 $ 344 $93,258 $28,709(5) $ 64,893

1993 $ 1,627 $ - $ 1,283(3) $ 344

1992 $ 8,835 $ - $ 7,208(3) $ 1,627


Valuation allowance for deferred tax asset(4)

1994 $25,975 $12,867 $ 1,310 $ 37,532

1993 $28,800 $ 2,059 $ 4,884 $ 25,975

1992 $ - $29,365 $ 565 $ 28,800

<FN>
(1) Includes $1,300 of additions applicable to a business at acquisition.
(2) Principally uncollectible accounts written off.
(3) Amounts paid.
(4) Included in balance sheet as a liability.
(5) Includes amounts for asset write downs and amounts paid.
</TABLE>