AMENDED BY-LAWS OF PITNEY BOWES INC.

Exhibit (i)
BY-LAWS

OF

PITNEY BOWES INC.



(As amended and revised February 12, 1996)


PITNEY BOWES INC.

BY-LAWS
ARTICLE I
MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of
the stockholders for the election of directors and the trans
action of such other business as may properly be brought
before the meeting shall be held on such date, and at such
place and time, as the Chairman of the Board or the Board of
Directors shall designate.

Section 2. Special Meeting. Special meetings of
the stockholders may be called by the Board of Directors, as
provided in Article I, Section 7.

Section 3. Notice of Meetings. Subject to the
provisions of the Restated Certificate of Incorporation and
except as otherwise required by law, written notice of an
annual or special meeting of stockholders shall be given not
less than ten (10) nor more than sixty (60) days prior to the
meeting to each stockholder entitled to vote at the meeting.
In the case of a special meeting of stockholders, the purpose
or purposes for which the meeting is called shall be set
forth in the notice. If mailed, such notice shall be deemed
to be given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

Section 4. List of Stockholders. The Secretary or
the Treasurer shall prepare and make, or cause the Transfer
Agent to prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list, as of the
record date, of the stockholders entitled to vote at the
meeting, arranged in alphabetical order and showing the
address of, and the number of shares registered in the name of,
each stockholder. Such list shall be open to the examination
of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten
(10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be
inspected by any stockholder who is present. The stock ledger
shall be the only evidence as to who are the stockholders
entitled to examine the list of stockholders, or to vote in
person or by proxy at any meeting of stockholders.

Section 5. Advance Notice Procedures. (a)
General. The business to be conducted at any stockholder's
meeting of the Corporation and nominations for the election
of directors of the Corporation's Board of Directors shall be
limited to such business and nominations as shall comply with
the procedures set forth in this Article I and in Article II
of these By-laws.


(b) Notification of Stockholder Business. At a
special meeting of stockholders' only such business shall be
conducted as shall have been set forth in the notice of
special meeting. At an annual meeting of stockholders, only
such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an
annual meeting, business must be (i) specified in the notice
of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise properly
brought before the meeting by or at the direction of the
Board of Directors, or (iii) otherwise (a) properly requested
to be brought before the meeting by a stockholder of record
entitled to vote in the election of directors generally, and
(b) constitute a proper subject to be brought before such
meeting.

For business to be properly brought before an
annual meeting by the stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must
be delivered to or mailed and received at the principal
executive offices of the Corporation, not later than 90 days
in advance of such meeting. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they
appear on the Corporation's books, of the stockholder
intending to propose such business, (c) the class and number
of shares of capital stock of the Corporation which are
beneficially owned by the stockholder, (d) a representation
that the stockholder is a holder of record of capital stock
of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
present such business, and (e) any material interest of the
stockholder in such business. Nominations for elections of
directors at either an annual or special meeting of
stockholders shall be made, if at all, in accordance with
Section 6 of Article II of these By-laws.

Notwithstanding anything in the By-laws to the
contrary, no business shall be conducted at any annual
meeting except in accordance with the procedures set forth in
this Section 5. The chairman of the annual meeting may, if
the facts warrant, determine and declare to the meeting that
(i) the business proposed to be brought before the meeting
was not a proper subject therefor and/or (ii) such business
was not properly brought before the meeting and in accordance
with the provisions of this Section 5, and, if he should so
determine, he may so declare to the meeting and any such
business not properly brought before the meeting or not a
proper subject therefor shall not be transacted.

(c) Meeting Delay. For purposes of this Section
5, and Section 6 of Article II of these By-laws, reference to
a requirement to deliver notice of information to the
Corporation a set number of days in advance of an annual
meeting shall mean that such notice must be delivered such
number of days in advance of the first anniversary of the
preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by
more than 30 days or delayed by more than 60 days from the
first anniversary of the preceding year's annual meeting,
notice by the stockholder to be timely must be so delivered
not later than the close of



business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which notice of
such meeting is first given to stockholders. For purposes of
these By-laws, notice shall be deemed to be first given to
stockholders when disclosure of such date is first made in a
press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the
Securities and Exchange Commission Pursuant to Sections 13,
14 or 15(d) of the Securities Exchange Act of 1934.

Section 6. Adjournments. Subject to the
provisions of Article I, Section 7 hereof, any meeting of stock
holders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need
not be given of such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting the Corporation may
transact any business that might have been transacted at the
original meeting. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled
to vote at the meeting.

Section 7. Quorum and Voting. At any meeting of
stockholders the holders of a majority of the shares entitled
to vote thereat shall constitute a quorum for the transaction
of any business. Directors shall be elected by a plurality
of the votes cast. Each other question properly presented to
any meeting of stockholders shall be decided by a majority of
the votes cast on the question entitled to vote thereon,
except as otherwise required by law. Elections of directors
shall be by ballot but the vote upon any other question need
be by ballot only if so ordered by the person presiding at
the meeting, or by a vote of a majority of the stockholders,
present in person or by proxy, entitled to vote on the question.
In the event of lack of a quorum, the chairman of the
meeting or majority in interest of the stockholders present
in person or by proxy may adjourn the meeting from time to
time until a quorum shall be obtained.

Treasury shares as of the record date shall not be
shares entitled to vote or to be counted in determining the
total number of outstanding shares.

Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly
called annual or special meeting of such holders and may not
be effected by any consent in writing by such holders.
Except as otherwise required by law and subject to the rights
of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon
liquidation, special meetings of stockholders of the Corpora
tion may be called only by the Board of Directors pursuant to
a resolution approved by a majority of the entire Board of
Directors.

Section 8. Conduct of Meetings. The date and time
of the opening and the closing of the polls for each matter
upon which the stockholders will vote at a meet-



ing shall be announced at such meeting by the person
presiding over the meeting. The Board of Directors may (i)
appoint a person to preside over meetings of stockholders (in
the absence of the Chairman of the Board, the Chief Executive
Officer and the President), and (ii) adopt by resolution such
rules and regulations for the conduct of meetings of stock
holders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by
the Board of Directors, the chairman of any meeting of stock
holders shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as,
in the judgment of such chairman, are appropriate for the
proper conduct of the meeting. Such rules, regulations or
procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without
limitation, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at
or participation in the meeting to stockholders of record of
the Corporation, their duly authorized and constituted proxies
or such other persons as the chairman shall permit; (iv)
restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (v) limitations on the time
allotted to questions or comments by participants. Unless and
to the extent determined by the Board of Directors or the
chairman of the meeting, meetings of stockholders shall not
be required to be held in accordance with rules of parliamentary
procedure.

Section 9. Inspectors of Election. The Corporation
shall, in advance of any meeting of stockholders, appoint
one or more inspectors of election, who may be employees
of the Corporation, to act at the meeting or any adjournment
thereof and to make a written report thereof. The
Corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. In the
event that no inspector so appointed or designated is able to
act at a meeting of stockholders, the person presiding at the
meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge
of his duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality
and according to the best of his ability.

The inspector or inspectors so appointed or
designated shall (i) ascertain the number of shares of capital
stock of the Corporation outstanding and the voting power
of each such share, (ii) determine the shares of capital
stock of the Corporation represented at the meeting and the
validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any
determination by the inspectors, and (v) certify their
determination of the number of shares of capital stock of the
Corporation represented at the meeting and such inspectors'
count of all votes and ballots. Such certification and
report shall specify such other information as may be
required by law. In determining the validity and counting of
proxies and ballots cast at any meeting of stockholders of
the Corporation, the inspectors may consider such information
as is permitted by applicable law. No person who is a candidate
for an office at an election may serve as an inspector
at such election.



ARTICLE II
BOARD OF DIRECTORS

Section 1. Powers of Board. The business of the
Corporation shall be managed by or under the direction of the
Board of Directors.

Section 2. Number, Election and Terms. Except as
otherwise fixed by or pursuant to the provisions of Article
Fourth of the Restated Certificate of Incorporation relating
to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or
upon liquidation to elect additional directors under specified
circumstances, the number of the Directors of the Corporation
shall be fixed from time to time by the Board of
Directors but shall not be less than three. The Directors,
other than those who may be elected by the holders of any
class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, shall be classified,
with respect to the time for which they severally hold
office, into three classes, as nearly equal in number as
possible, as determined by the Board of Directors of the
Corporation, one class to be originally elected for a term
expiring at the annual meeting of stockholders to be held in
1985, another class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 1986,
and another class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 1987,
with each class to hold office until its successor is elected
and qualified at each annual meeting of the stockholders of
the Corporation, the successors of the class of Directors
whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of
stockholders held in the third year following the year of
their election.

Section 3. Stockholder nomination of director
candidates. Advance notice of stockholder nominations for the
election of Directors shall be given in the manner provided
in Article II, Section 6 of these By-laws.

Section 4. Newly created directorships and vacancies.
Except as otherwise provided for or fixed by or pursuant
to the provisions of Article Fourth of the Restated
Certificate of Incorporation relating to the rights of the
holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to
elect directors under specified circumstances, newly created
directorships resulting from any increase in the number of
Directors and any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or
other cause shall be filled by the affirmative vote of a
majority of the remaining Directors then in office, even
though less than a quorum of the Board of Directors. Any
Director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the
class of Directors in which the new directorship was created
or the vacancy occurred and until such Director's successor
shall have been elected and qualified. No decrease in the
number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director.



Section 5. Removal. Subject to the rights of any
class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect Directors
under specified circumstances, any Director may be removed
from office, with or without cause and only by the affirmative
vote of the holders of 80% of the combined voting power
of the then outstanding shares of stock entitled to vote
generally in the election of Directors, voting together as a
single class.

Section 6. Notification of Nominations. Subject
to the rights of holders of any class or series of stock
having a preference over the Common Stock as to dividends or
upon liquidation, nominations for the election of directors
may be made by the Board of Directors or a committee appointed
by the Board of Directors by any stockholder entitled to
vote in the election of directors generally. However, any
stockholder entitled to vote in the election of directors
generally may nominate one or more persons for election as
directors at a meeting only if written notice of such
stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation
not later than (i) with respect to an election to be held at
an annual meeting of stockholders, 90 days in advance of such
meeting, and (ii) with respect to an election to be held at a
special meeting of stockholders for the election of directors,
the close of business on the seventh day following the
date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and
address of the stockholder who intends to make the nomination
and of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of
the Corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (c) a description
of all arrangements or understandings between the
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the stockholder; (d)
such other information regarding each nominee proposed by
such stockholder as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a
director of the Corporation if so elected. The chairman of
the meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.

Section 7. Quorum; Vote Required for Action. At
all meetings of the Board of Directors a majority of the
whole Board shall constitute a quorum for the transaction of
business; but if at any meeting of the Board there is less
than a quorum present, a majority of those present may
adjourn the meeting from time to time. Except in cases in
which the Restated Certificate of Incorporation or these By-
laws otherwise provide, the vote of a majority of the directors
present at a meeting at which a quorum is present shall
be the act of the Board of Directors.


Section 8. First Meeting. As soon as practicable
after each annual election of directors, the Board of Directors
shall meet for the purpose of organization and the
transaction of other business. Notice of such meeting need
not be given. In the alternative, such first meeting may be
held at any other time which shall be specified in a notice
given as hereinafter provided, for special meetings of the
Board of Directors.

Section 9. Regular Meetings. Regular meetings of
the Board of Directors may be held, without notice, at such
times and places as may be fixed by the Board.

Section 10. Special Meetings. Special meetings of
the Board of Directors shall be held whenever called by the
Chairman or by any two of the directors. Notice of each
special meeting of the Board shall be given to each director
either by mail not later than noon, New York time, on the
third day prior to the meeting, or by electronic transmission,
written message or orally to the director not later
than noon, New York time, on the day prior to the meeting.
Notices are deemed to have been given: by mail, when
deposited in the United States mail; by electronic transmission,
at the time of transmission; and by messenger, at the
time of delivery. Notices by mail, electronic transmission
or messenger shall be sent to each director at the address
designated by him for that purpose, or, if none has been
designated, at his last known residence or business address.

A notice of meeting of the Board of Directors need
not specify the purpose of any meeting of the Board of
Directors.

Section 11. Organization. The Chairman of the
Board of Directors shall preside at meetings of the Board; in
the Chairman's absence, a member of the Board selected by the
members present shall preside at meetings of the Board. The
Secretary of the Corporation shall act as Secretary, but in
his absence the presiding officer may appoint a Secretary.

Section 12. Resignations. Any director of the
Corporation may resign at any time by giving written notice
to the Board of Directors or to the Chairman or to the Secretary
of the Corporation. Such resignation shall take effect
at the time specified therein, or if no time is specified,
upon receipt thereof. Unless otherwise specified, the acceptance
of such resignation shall not be necessary to make it
effective. Any vacancy created by a resignation may be
filled in the same manner as prescribed under Article II,
Section 4, hereof.

Section 13. Compensation of Directors. The Board
of Directors shall have authority to fix the compensation and
provide for the reimbursement of expenses of directors in
respect of their service in any capacity.


Section 14. Committees. The Board of Directors
may, by resolution passed by a majority of the whole Board of
Directors, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more
directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present
at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.
Any such committee, to the extent permitted by law and to the
extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it.

Section 15. Committee Rules. Unless the Board of
Directors otherwise provides, each committee designated by
the Board of Directors may make, alter and repeal rules for
the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner
as the Board of Directors conducts its business pursuant to
these By-laws.


ARTICLE III
OFFICERS

Section 1. Election; Term of Office. The officers
of the Corporation shall be elected by and shall serve at the
pleasure of the Board of Directors. There may be a Chairman
of the Board, a Chief Executive Officer, a President, one or
more Vice Presidents, a Secretary, a Treasurer and such other
officers as the Board of Directors may determine. Subject to
the provisions of these By-laws, officers shall hold their
offices until their successors are elected and qualified or
until their earlier death, resignation or removal. Any
number of offices may be held by the same person.

Section 2. Powers and Duties. The officers of the
Corporation shall have such authority and perform such duties
in the management of the Corporation as may be prescribed by
the By-laws, or by the Board of Directors, and to the extent
not so prescribed pursuant to the By-laws, they shall have
such authority and perform such duties in the management of
the Corporation, subject to the control of the Board, as
generally pertain to their respective offices.

Section 3. Chairman of the Board. The Chairman of
the Board shall preside at the meetings of the Board and of
stockholders and shall see that all orders and resolutions of
the Board are carried into effect.

Section 4. Chief Executive Officer. The Chief
Executive Officer shall have general and active supervision
and management of the business of the Corporation. In the
absence of the Chairman, he shall preside at meetings of
stockholders.

Section 5. President. The President shall be the
chief operating officer of the Corporation. In the absence
of the Chairman and the Chief Executive Officer, he shall
preside at meetings of stockholders.

Section 6. Resignation, Removal and Vacancies.
Any officer may resign at any time upon written notice to the
Corporation. Any officer elected by the Board of Directors
may be removed at any time, with or without cause, by the
affirmative vote of a majority of a quorum of Directors. The
Board of Directors may fill any vacancies resulting from
death, resignation, or removal of an officer in the same
manner as provided for the election or appointment of such
person.


ARTICLE IV
OTHER MATTERS

Section 1. Corporate Seal. The corporate seal
shall be in such form as the Board of Directors shall
prescribe. Said seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise used. The
Secretary, any Assistant Secretary, the Treasurer or any
Assistant Treasurer may affix the seal to any instrument signed
by a duly authorized officer, or when specifically authorized
by the Board of Directors, and may attest the same. Unless
otherwise provided by the Board of Directors, the seal may
also be attested by any officer of the Corporation except the
officer signing the instrument on behalf of the Corporation.

Section 2. Waiver of Notice. Whenever any notice
is required to be given under the Restated Certificate of
Incorporation, the By-laws or otherwise by law, a waiver
thereof in writing, signed by the person or persons entitled
to the notice, whether before or after the time stated there
in, shall be deemed equivalent thereto. Attendance of a
person at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the
business to be transacted at nor the purpose of any regular
or special meeting of the stockholders, directors, or members
of a committee of directors need be specified in any written
waiver of notice.

Section 3. Voting of Stocks Owned by the Corporation.
The Chairman of the Board of Directors or such other
person as the Board of Directors may designate shall be authorized
to attend, vote and grant proxies to be used at any
meeting of stockholders of any corporation in which the
Corporation may hold stock.

Section 4. By-law Amendment. Subject to the
provisions of the Restated Certificate of Incorporation,
these By-laws may be altered, amended or repealed at any
regular meeting of the stockholders (or at any special meeting
thereof duly called for that purpose) by a majority of
the votes cast on the question entitled to vote thereon;
provided that in the notice of such special meeting notice of
such purpose shall be given. Subject to the laws of the
State of Delaware, the Restated Certificate of Incorporation
and these By-laws, the Board of Directors may, by majority
vote of those present at any meeting at which a quorum is
present, amend these By-laws or enact such other By-laws as
in their judgment may be advisable for the regulation of the
conduct of the affairs of the Corporation.

Section 5. Construction. The masculine gender,
where appearing in these By-laws, shall be deemed to include
the feminine gender.