424B2: Prospectus [Rule 424(b)(2)]

Filed pursuant to Rule 424(b)(2)
Registration No: 333-51281

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 29, 1998)

[LOGO]

$300,000,000
PITNEY BOWES INC.

5 7/8% NOTES DUE 2006
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The notes will bear interest at the rate of 57/8% per year. We will pay
interest on the notes on May 1 and November 1 of each year, beginning on
November 1, 2001. The notes will mature on May 1, 2006. We may redeem some or
all of the notes at any time at the redemption price described in this
prospectus supplement.

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The notes are unsecured and will rank equally with all our other unsecured
and unsubordinated indebtedness.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the related prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

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Per Note Total
-------- ------------
Public Offering Price 99.906% $299,718,000
Underwriting Discount 0.600% $ 1,800,000
Proceeds to Pitney Bowes (before expenses) 99.306% $297,918,000

Interest on the notes will accrue from April 30, 2001 to the date of
delivery.

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The underwriters expect to deliver the notes to purchasers in book-entry
form only through the facilities of The Depository Trust Company on or about
April 30, 2001.

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JOINT BOOK-RUNNING MANAGERS
-------------

JPMORGAN SALOMON SMITH BARNEY

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ABN AMRO INCORPORATED
BARCLAYS CAPITAL
DEUTSCHE BANC ALEX. BROWN
MELLON FINANCIAL MARKETS, LLC
April 25, 2001





YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. PITNEY
BOWES HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.
PITNEY BOWES IS NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE
OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY
THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS SUPPLEMENT.

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TABLE OF CONTENTS
Page
-----


PROSPECTUS SUPPLEMENT

Where You Can Find More Information ...................................... S-3
Use of Proceeds .......................................................... S-3
Ratio of Earnings to Fixed Charges ....................................... S-3
Description of Notes ..................................................... S-3
Underwriting ............................................................. S-5
Experts .................................................................. S-6

PROSPECTUS

Additional Information .................................................... 2
Incorporation of Certain Documents by Reference ........................... 2
The Company ............................................................... 3
Use of Proceeds ........................................................... 3
Ratio of Earnings to Fixed Charges ........................................ 3
Description of Debt Securities ............................................ 3
Plan of Distribution ...................................................... 10
Validity of Debt Securities ............................................... 11
Experts ................................................................... 11



WHERE YOU CAN FIND MORE INFORMATION

We are incorporating by reference the following documents, which we have
filed with the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended:

o Our Annual Report on Form 10-K for the year ended December 31, 2000 (which
incorporates by reference portions of our proxy statement dated March 23,
2001) and

o Our Current Report on Form 8-K filed April 13, 2001, Current Report on Form
8-K filed April 18, 2001 and two Current Reports on Form 8-K filed April
19, 2001.

See "Incorporation of Certain Documents by Reference" in the accompanying
prospectus for further information about documents we file with the SEC that
will be incorporated by reference into the prospectus. You may access these
documents electronically through the SEC's web site, http://www.sec.gov.

USE OF PROCEEDS

We will use the net proceeds from the offering of the notes, estimated at
approximately $297.8 million, for general corporate purposes, which may include
repaying commercial paper, financing acquisitions and repurchasing our stock. At
April 24, 2001, our outstanding commercial paper had an average remaining term
of 25 days with maturities ranging from 1 to 83 days and had an average weighted
annualized interest rate of 4.83%. The proceeds from these commercial paper
borrowings were used for working capital and our general corporate purposes and
those of our consolidated subsidiaries, which included financing acquisitions
and repurchasing our stock. Pending these uses, we may invest the net proceeds
in short-term interest-bearing obligations.

RATIO OF EARNINGS TO FIXED CHARGES

The following table presents the ratio of our earnings to fixed charges
excluding minority interest for the periods indicated:


YEAR ENDED DECEMBER 31,
-----------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
4.37 4.92 4.42 4.10 3.58

For the purpose of computing the ratio of earnings to fixed charges
excluding minority interest, earnings have been calculated by adding to income
from continuing operations before income taxes the amount of fixed charges.
Fixed charges consist of interest on debt and a portion of net rental expense
deemed to represent interest. These ratios have been reclassified to reflect
Pitney Bowes' Office Systems business, which Pitney Bowes plans to spin off to
its stockholders in 2001, Atlantic Mortgage & Investment Corporation, which
Pitney Bowes sold in 2000, and Colonial Pacific Leasing Corporation, whose
operations and assets Pitney Bowes sold in 1998, as discontinued operations.
Interest expense and the portion of rent which is representative of the interest
factor of these discontinued operations have been excluded from fixed charges in
the computation. If these amounts had been included, the ratio of earnings to
fixed charges excluding minority interest would be 4.21 for 2000, 4.66 for 1999,
3.78 for 1998, 4.00 for 1997 and 3.54 for 1996.

DESCRIPTION OF NOTES

THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE NOTES OFFERED BY
THIS PROSPECTUS SUPPLEMENT SUPPLEMENTS THE DESCRIPTION OF THE GENERAL TERMS AND
PROVISIONS OF THE DEBT SECURITIES IN THE ACCOMPANYING PROSPECTUS.

The notes will be issued under an indenture, dated as of September 3,
1998, between us and SunTrust Bank, as Trustee, and will be limited initially to
$300,000,000 aggregate principal amount. The notes will be issued in
denominations of $1,000 and integral multiples of $1,000. The notes are
unsecured, will mature on May 1, 2006 and will rank equally with all our other
unsecured and unsubordinated indebtedness.

The notes will bear interest from April 30, 2001 at the annual rate stated
on the cover of this prospectus supplement, payable on May 1 and November 1 of
each year, commencing November 1, 2001, to the person in whose name the notes
are registered at the close of business on April 15 and October 15, as the case
may be, immediately preceding that May 1 or November 1. Interest on the notes
will be computed on the basis of a 360-day year composed of twelve 30-day
months. If any payment date for notes is not a business day, we will make the

S-3


payment on the next business day, but we will not be liable for any additional
interest as a result of the delay in payment. By business day, we mean any
Monday, Tuesday, Wednesday, Thursday or Friday which is not a day when banking
institutions in the place of payment are authorized or obligated to be closed.

We may issue additional notes of the same series with the same terms in the
future, without obtaining the consent of any holders of these notes.

OPTIONAL REDEMPTION

We may redeem the notes, in whole or in part, at our option at any time,
at a redemption price equal to the greater of (1) 100% of the principal amount
of the notes to be redeemed or (2) as determined by the quotation agent
described below, the sum of the present values of the remaining scheduled
payments of principal and interest on the notes to be redeemed, not including
any portion of these payments of interest accrued as of the date on which the
notes are to be redeemed, discounted to the date on which the notes are to be
redeemed on a semi-annual basis, assuming a 360-day year consisting of twelve
30-day months, at the adjusted treasury rate described below plus 15 basis
points, plus, in each case, accrued interest on the notes to be redeemed to the
date on which the notes are to be redeemed.

We will utilize the following procedures to calculate the adjusted treasury
rate described in the previous paragraph. We will appoint Chase Securities Inc.
and Salomon Smith Barney Inc. or their successors and one or more other primary
U.S. Government securities dealers in New York City as reference dealers and we
will select one of these reference dealers to act as our quotation agent. If
Chase Securities Inc. and/or Salomon Smith Barney Inc. or their respective
successors are no longer primary U.S. Government securities dealers, we will
substitute other primary U.S. Government securities dealers in their place.

The quotation agent will select a United States Treasury security which has
a maturity comparable to the remaining maturity of our notes which would be used
in accordance with customary financial practice to price new issues of corporate
debt securities with a maturity comparable to the remaining maturity of our
notes. The reference dealers will provide us and the trustee with the bid and
asked prices for that comparable United States Treasury security as of 5:00 p.m.
on the third business day before the redemption date. We will calculate the
average of the bid and asked prices provided by each reference dealer, eliminate
the highest and the lowest reference dealer quotations and then calculate the
average of the remaining reference dealer quotations. However, if we obtain
fewer than three reference dealer quotations, we will calculate the average of
all the reference dealer quotations and not eliminate any quotations. We call
this average quotation the comparable treasury price. The adjusted treasury rate
will be the semi-annual equivalent yield to maturity of a security whose price,
expressed as a percentage of its principal amount, is equal to the comparable
treasury price.


We will mail notice of any redemption at least 30 days but not more than 60
days before the redemption date to each holder of the notes to be redeemed.
Unless we default in payment of the redemption price on the redemption date,
interest will cease to accrue on the notes or portions of notes called for
redemption on and after the redemption date.

The notes are not entitled to the benefits of any sinking fund-- that is,
we will not set aside money on a regular basis in a separate custodial account
to repay the notes.

DEFEASANCE AND COVENANT DEFEASANCE

The provisions in the indenture allowing us to be discharged from our
obligations under the indenture as a whole or to avoid complying with its
restrictive covenants will apply to the notes. See "Description of Debt
Securities-- Defeasance and Discharge" on page 9 of the accompanying prospectus
for a description of the terms of any defeasance of this kind.

GLOBAL NOTES

The notes will be represented by one or more global notes deposited with
The Depository Trust Company as the depositary for the notes and registered in
the name of DTC's nominee. See "Description of Debt Securities -- Book-Entry
System" in the accompanying prospectus for additional information about DTC and
procedures applicable to the global notes.


S-4



Global notes may not be transferred except as a whole among the depositary
and its nominees and successors. In any of the cases below, a global note is
exchangeable for the definitive notes in registered form, bearing interest at
the same rate, having the same date of issuance, maturity and other terms and of
differing denominations aggregating a like amount, only if

o the depositary notifies us that it is unwilling or unable to continue as
depositary for that global note or if at any time the depositary ceases to
be a clearing agency registered under the Securities Exchange Act of 1934,

o we in our sole discretion determine that such global note will be
exchangeable for definitive notes in registered form, or

o any event will have occurred and be continuing which after notice or lapse
of time, or both, would become an event of default with respect to the
notes.

If issued, the definitive notes will be registered in the names of the
owners of the beneficial interests in the global notes as provided by the
depositary's participants. Except as described above, global notes are not
exchangeable, except for global notes of like denomination to be registered in
the name of the depositary or its nominee.

So long as the depositary for any global note, or its nominee, is the
registered owner of the global note, the depositary or its nominee, as the case
may be, will be considered the sole owner or holder of the global note for the
purposes of receiving payment on the notes, receiving notices and for all other
purposes under the indenture and the notes. Except as provided above, owners of
beneficial interests in any global note will not be entitled to receive physical
delivery of notes in definitive form and will not be considered the holders of
notes for any purpose under the indenture. Accordingly, each person owning a
beneficial interest in the global note must rely on the procedures of the
depositary and, if that person is not a participant, on the procedures of the
participant through which that person owns its interest, to exercise any rights
of a holder under the indenture. The laws of some jurisdictions require that
some types of purchasers of securities take physical delivery of the securities
in definitive form. The limits and laws described in this paragraph may impair
the ability to transfer beneficial interests in the global notes.

We understand that under existing industry practices, if we request any
action of holders or if an owner of a beneficial interest in any global note
desires to give or take any action which a holder is entitled to give or take
under the indenture, the depositary would authorize the participants holding the
relevant beneficial interests to give or take that action, and the participants
would authorize beneficial owners owning through these participants to give or
take that action or would otherwise act upon the instructions of beneficial
owners owning through them.

THE PAYING AGENT AND SECURITY REGISTRAR

SunTrust Bank is the paying agent and security registrar with respect to
the notes and maintains a banking relationship with us.

UNDERWRITING

Chase Securities Inc. and Salomon Smith Barney Inc. are acting as joint
book-running managers of the offering and are acting as representatives of the
underwriters named below.

Under the terms and subject to the conditions contained in an underwriting
agreement dated April 25, 2001, we have agreed to sell to the underwriters named
below, and the underwriters have severally but not jointly agreed to purchase
from us, the following respective principal amounts of the notes:

PRINCIPAL
UNDERWRITER AMOUNT
- ------------ ------------
Chase Securities Inc. ................................... $127,500,000
Salomon Smith Barney Inc. ............................... 127,500,000
ABN AMRO Incorporated ................................... 11,250,000
Barclays Capital Inc. ................................... 11,250,000
Deutsche Banc Alex. Brown Inc. .......................... 11,250,000
Mellon Financial Markets, LLC ........................... 11,250,000
------------
Total .................................................. $300,000,000
============

S-5



The underwriting agreement provides that the obligations of the
underwriters to purchase the notes included in this offering are subject to
approval of legal matters by counsel and to other conditions. The underwriting
agreement provides that the underwriters are obligated to purchase all of the
notes, if they purchase any of the notes.

The underwriters propose to offer some of the notes directly to the public
at the public offering price stated on the cover page of this prospectus
supplement and some of the notes to dealers at that price less a concession not
to exceed 0.350% of their principal amount. The underwriters may allow, and
dealers may reallow a concession not to exceed 0.250% of the principal amount
per note on sales to other dealers. After the initial public offering, the
underwriters may change the public offering price and concessions.

The following table shows the underwriting discounts and commissions that
we are to pay to the underwriters in connection with this offering, expressed as
a percentage of the principal amount of the notes.

PAID BY
PITNEY BOWES
------------
Per note....................................... 0.600%

The notes are a new issue of securities with no established trading market.
One or more of the underwriters have advised us that they intend to make a
secondary market for the notes. However, they are not obligated to do so and may
discontinue making a secondary market for the notes at any time without notice.
We do not know how liquid the trading market for the notes will be.

We have agreed to indemnify the underwriters against certain liabilities,
including certain liabilities under the Securities Act, or contribute to
payments which the underwriters may be required to make in respect of these
liabilities.

The underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act.

o Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.

o Stabilizing transactions consist of certain bids or purchases of notes made
for the purpose of preventing or retarding a decline in the market price of
the notes while the offering is in progress.

o Syndicate covering transactions involve purchases of the notes in the open
market after the distribution has been completed in order to cover
syndicate short positions.

o Penalty bids permit the underwriters to reclaim a selling concession from a
syndicate member when the notes originally sold by the syndicate member are
purchased in a syndicate covering transaction or stabilizing purchase.

Any of these transactions may have the effect of preventing or retarding a
decline in the market price of the notes. They may also cause the price of the
notes to be higher than it would otherwise be in the absence of these
transactions. The underwriters may conduct these transactions in the
over-the-counter market or otherwise. If the underwriters commence any of these
transactions, they may discontinue them at any time.

We estimate that our out-of-pocket expenses for this offering will be
approximately $150,000.

One or more of the underwriters or their affiliates engage in transactions
with and perform services, including commercial and investment banking and
hedging services, for us and our affiliates in the ordinary course of business.

EXPERTS

The financial statements incorporated in this prospectus supplement by
reference to Pitney Bowes' Annual Report on Form 10-K for the year ended
December 31, 2000 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

S-6


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PITNEY BOWES INC.
DEBT SECURITIES
-------------



Pitney Bowes Inc. (the "Company") from time to time may offer in one or
more series its unsecured debt securities consisting of notes or debentures (the
"Debt Securities") for issuance and sale at an aggregate initial offering price
not to exceed $500,000,000 (or the equivalent at the time of offering in
non-U.S. dollar denominated currencies or units). As used herein, Debt
Securities shall include securities denominated, or whose principal is payable,
in United States dollars, or, at the option of the Company, in any other
currency or in composite currencies or in amounts determined by reference to an
index. Debt Securities will be offered in amounts, at prices and on the terms to
be determined at the time of sale and to be set forth in supplements to this
Prospectus. The Company may sell Debt Securities to underwriters, to or through
dealers, acting as principals for their own accounts or acting as agents, or
directly to investors. See "Plan of Distribution".

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

-------------

The terms of each issue of the Debt Securities, including, where
applicable, the specific designation, aggregate principal amount, denominations,
maturity, interest rate or rates (which may be fixed or variable), if any, and
time of payment of any such interest, terms for redemption at the option of the
Company or any holders, if any, terms for sinking fund payments, if any, the
initial public offering price or prices, the names of any underwriters or
agents, the principal amounts, if any, to be purchased by underwriters and the
compensation of such underwriters or agents and the other terms in connection
with the offering and sale of the Debt Securities in respect of which this
Prospectus is being delivered, will be set forth in an accompanying Prospectus
Supplement (the "Prospectus Supplement").

-------------

This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.


The date of this Prospectus is April 29, 1998.







NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THOSE TO WHICH THEY RELATE OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, SUCH SECURITIES IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION
WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THEIR RESPECTIVE DATES.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the following Regional Offices of
the Commission: New York Regional Office, Seven World Trade Center, New York,
New York 10048 and Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained at prescribed
rates by writing to the Commission, Public Reference Section, 450 Fifth Street,
NW, Washington, D.C. 20549. Certain securities of the Company are listed on the
New York Stock Exchange (the "NYSE") and reports and other information
concerning the Company may be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005. In addition, the Commission maintains a
Website that contains reports, proxy and information statements and other
materials of registrants that file electronically (including the Company)
through the Commission's Electronic Data Gathering Analysis and Retrieval
System. The Website can be accessed at http://www.sec.gov.

This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933. This Prospectus
omits certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
Debt Securities. Any statements contained herein concerning the provisions of
any document are not necessarily complete, and in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

There is hereby incorporated in this Prospectus by reference the following
document which has been filed with the Commission (File No. 001-03579):

(i) the Company's Annual Report on Form 10-K for the year ended December
31, 1997 (which incorporates by reference portions of the Company's Proxy
Statement on Schedule 14A filed March 31, 1998); and

(ii) the Company's Current Report on Form 8-K filed February 23, 1998.

All documents filed with the Commission pursuant to sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Debt Securities shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that any
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, on written or oral request of such person, a copy
of any or all of the foregoing documents which have been or may be incorporated
in this Prospectus by reference, other than exhibits to such documents, unless
such exhibits shall have been specifically incorporated by reference into such
documents. Requests for such copies should be directed to the Corporate
Secretary, Pitney Bowes Inc., World Headquarters, One Elmcroft Road, Stamford,
Connecticut 06926-0700, telephone (203) 356-5000.

2



THE COMPANY

The Company and its subsidiaries operate within three industry segments:
business equipment, business services, and commercial and industrial financing.
The Company operates in two geographic areas: the United States and outside the
United States. Together with its affiliates, the Company employs approximately
30,000 people throughout the United States, Europe, Canada and other countries.

The Company, a Delaware corporation organized in 1920, is listed on the
NYSE. The World Headquarters of the Company are located at One Elmcroft Road,
Stamford, Connecticut 06926-0700 (telephone 203-356-5000).

USE OF PROCEEDS

Except as may be set forth in the Prospectus Supplement, the Company
intends to use the net proceeds from the sales of the Debt Securities to repay
short-term debt, to repurchase the Company's common stock, to reduce or retire
from time to time other indebtedness and for other general corporate purposes
including possible acquisitions. The precise amount and timing of sales of the
Debt Securities will be dependent on market conditions and the availability and
cost of other funds to the Company.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of the Company's earnings to fixed
charges excluding minority interest for the periods indicated:

YEARS ENDED DECEMBER 31,
------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
4.23 3.79 3.28 3.39 3.24

For the purpose of computing the ratio of earnings to fixed charges
excluding minority interest, earnings have been calculated by adding to income
from continuing operations before income taxes the amount of fixed charges.
Fixed charges consist of interest on debt and a portion of net rental expense
deemed to represent interest.

DESCRIPTION OF DEBT SECURITIES

The following description sets forth certain general terms and provisions
of the Indenture under which the Debt Securities are to be issued. The Debt
Securities may be issued from time to time in one or more series. The particular
terms of each issue of the Debt Securities (the "Offered Debt Securities")
offered by any Prospectus Supplement and the extent, if any, to which the
general provisions may apply to the Offered Debt Securities so offered will be
described in the Prospectus Supplement relating to such Offered Debt Securities.

Offered Debt Securities are to be issued under an Indenture (the
"Indenture"), between the Company and SunTrust Bank, Atlanta, as Trustee. A copy
of the form of Indenture is filed as an exhibit to the Registration Statement of
which this Prospectus is a part. The statements under this caption relating to
the Debt Securities and the Indenture are summaries and do not purport to be
complete. Such summaries make use of terms defined in the Indenture and are
qualified in their entirety by express reference to provisions of the Indenture
(including definitions therein of certain terms) which is incorporated by
reference herein. The term "Securities" as used under this caption, refers to
all Securities which may be issued under the Indenture and includes the Debt
Securities. All section references appearing herein are to sections of the
Indenture.

GENERAL

The Debt Securities will be unsecured obligations of the Company and will
rank on a parity with all other unsecured unsubordinated indebtedness of the
Company. As of the date of this Prospectus, no Securities have been issued under
the Indenture. The Indenture does not limit the aggregate principal amount of
Securities which may be issued thereunder and provides that Securities may be
issued thereunder from time to time in one or more series.

Reference is made to the applicable Prospectus Supplement for the following
terms of and information relating to the Offered Debt Securities: (i) the title
of the Offered Debt Securities; (ii) any limit on the aggregate principal amount
of the Offered Debt Securities; (iii) the price or prices at which the Offered
Debt Securities will be issued; (iv) the date or dates on which principal of,
and any premium on, the Offered Debt Securities will be payable; (v) the rate or
rates (which may be fixed or variable) at which the Offered Debt Securities
shall bear interest, if any, or the method by which such rate or rates shall be
determined, the basis on which such interest, if any, shall be calcu-

3
lated if other than a 360-day year consisting of twelve 30-day months, the date
or dates from which such interest, if any, will accrue and on which such
interest, if any, will be payable and the related record dates; (vi) if other
than the offices of the Trustee, the place where the principal of, and any
premium and interest on, the Offered Debt Securities will be payable; (vii) any
redemption, repayment or sinking fund provisions; (viii) if other than
denominations of $1,000 or multiples thereof, the denominations in which the
Offered Debt Securities will be issuable; (ix) if other than the principal
amount thereof, the portion of the principal amount due upon acceleration; (x)
if other than U.S. dollars, the currency or currencies or currency unit or
currency units in which the Offered Debt Securities will be denominated and in
which principal of, and premium, if any, and interest, if any, on, the Offered
Debt Securities will or may be payable; (xi) any index or formula used to
determine the amount of payments of principal of and any premium and interest on
the Offered Debt Securities; (xii) the terms and conditions, if any, pursuant to
which the Offered Debt Securities may be converted or exchanged for other
securities of the Company or any other person; (xiii) whether the Offered Debt
Securities shall be issued in the form of one or more Global Securities (as
defined in "Book-Entry System"); (xiv) the identity of any trustees,
depositaries, authenticating or paying agents, transfer agents or registrars
with respect to the Offered Debt Securities and (xv) any other specific terms of
the Offered Debt Securities not inconsistent with the Indenture. (Section 3.01)

Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities are to be issued as registered securities without
coupons in denominations of $1,000 and any integral multiple of $1,000. (Section
3.02) No service charge will be made for any transfer or exchange of such
Offered Debt Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
(Section 3.05)

Securities may be issued under the Indenture as Original Issue Discount
Securities to be sold at a substantial discount below their stated principal
amount. Federal income tax consequences and other considerations applicable to
Offered Debt Securities will be described in the Prospectus Supplement relating
thereto. (Section 3.01)

CERTAIN DEFINITIONS

The term "Attributable Debt" in respect of any Sale and Lease-Back
Transaction means as of the time of the determination, the lesser of (i) the
sale price of the Principal Domestic Manufacturing Plant so leased multiplied by
a fraction the numerator of which is the remaining portion of the base term of
the lease included in such transaction and the denominator of which is the base
term of such lease, and (ii) the total obligation (discounted to present value
at the implicit interest factor, determined in accordance with generally
accepted financial practice, included in the rental payments, or, if such
interest factor cannot readily be determined, at a rate of interest of 11% per
annum, compounded semiannually) under the lease for rental payments (other than
amounts required to be paid on account of property taxes as well as maintenance,
repairs, insurance, water rates and other items which do not constitute payments
for property rights (such as those based on real or energy costs or savings)
during the remaining portion of the base term of the lease included in such
transaction).

The term "Consolidated Net Tangible Assets" means as of any particular time
the aggregate amount of assets after deducting therefrom (a) all current
liabilities (excluding any such liability that by its terms is extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed) and (b) all
goodwill, excess of cost over assets acquired, patents, copyrights, trademarks,
trade names, unamortized debt discount and expense and other like intangibles,
all as shown in the most recent consolidated financial statements of the Company
and its Subsidiaries prepared in accordance with generally accepted accounting
principles.

The term "Consolidated Net Worth" means the sum of (i) the par value or
stated value of the capital stock of the Company, (ii) the capital in excess of
par value and (iii) the retained earnings, all as shown on the most recent
consolidated balance sheet of the Company and its Subsidiaries, prepared in
accordance with generally accepted accounting principles.

The term "Principal Domestic Manufacturing Plant" means any manufacturing
or processing plant or warehouse (other than such manufacturing plant or
warehouse which, in the opinion of the Board of Directors, is not of material
importance to the total business conducted by the Company and its Subsidiaries
taken as a whole) together with the land upon which it is erected and fixtures
comprising a part thereof owned by the Company or any Subsidiary and located in
the United States, if the gross book value (without deduction of any
depreciation reserves) of all real property and fixed assets included in such
plant on the date as of which the determination is being made exceeds 1% of
Consolidated Net Worth.

4



The term "Restricted Subsidiary" means any Subsidiary which is organized
under the laws of the United States or of any State or of the District of
Columbia and transacts all or a substantial portion of its business in the
United States and which owns a Principal Domestic Manufacturing Plant; provided,
however, that the term shall not include Pitney Bowes Credit Corporation or any
other Subsidiary (a) which is solely or primarily engaged in the business of
providing or obtaining financing for the sale or lease of products sold or
leased by the Company or any Subsidiary or which is otherwise primarily engaged
in the business of a finance company either on a secured or an unsecured basis
or (b) which is solely or primarily engaged in the business of owning,
developing or leasing real property other than a Principal Domestic
Manufacturing Plant.

The term "Sale and Lease-Back Transaction" of a corporation means any
arrangement whereby property has been or is to be sold or transferred by such
corporation to any Person with the intention on the part of such corporation of
taking back a lease of such property with a term of more than 36 months pursuant
to which the rental payments are calculated to amortize the purchase price of
such property substantially over the useful life of such property, and such
property is in fact so leased by such corporation.

The term "Subsidiary" means any corporation of which more than 50% of the
outstanding voting stock is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of such definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

The term "U.S. Government Obligations" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligations or a specific payment of
interest on or principal of any such U.S. Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of interest on or principal of the U.S.
Government Obligation evidenced by such depository receipt.

The term "Wholly-Owned Restricted Subsidiary" means a Restricted
Subsidiary all of the outstanding voting stock of which, other than directors'
qualifying shares, and all the Preferred Stock (as defined) of which shall at
the time be owned by the Company or by one or more other Wholly-Owned Restricted
Subsidiaries, or by the Company and one or more other Wholly-Owned Restricted
Subsidiaries. (Section 1.01)

CERTAIN RESTRICTIONS

LIMITATIONS ON LIENS

The Indenture provides that if the Company or any Restricted Subsidiary
shall issue, assume, guarantee or become liable for any evidence of indebtedness
for money borrowed ("Indebtedness") secured by a mortgage, security interest,
pledge or lien ("Mortgage") on any Principal Domestic Manufacturing Plant, or
shares of capital stock or Indebtedness of any Restricted Subsidiary, the
Company will secure or cause to be secured the Debt Securities equally and
ratably with (or prior to) such secured Indebtedness, unless the aggregate
amount of all such secured Indebtedness would not exceed 10% of Consolidated Net
Tangible Assets. (Section 10.06)

Such limitation will not apply to Indebtedness secured by (a) Mortgages on
property of any corporation existing at the time such corporation becomes a
Restricted Subsidiary, (b) Mortgages on any property existing at the date of the
initial issuance of securities pursuant to the Indenture or at the time of
acquisition thereof, (c) Mortgages on property of a corporation existing at the
time such corporation is acquired (including by way of merger or consolidation)
by the Company or a Restricted Subsidiary or a Restricted Subsidiary is merged
into such corporation or at the time of a sale, lease or other disposition of
the properties of such corporation (or a division thereof) as an entirety or
substantially as an entirety to the Company or a Restricted Subsidiary, provided
that such mortgage as a result of such merger, consolidation, sale, lease or
other disposition is not extended to property owned by the Company or such
Restricted Subsidiary immediately prior thereto, (d) Mortgages securing
Indebtedness of a Wholly-Owned Restricted Subsidiary to the Company or to
another Wholly-Owned Restricted Subsidiary, (e) purchase money and

5


construction Mortgages entered into within specified time limits, (f) mechanics'
liens, tax liens, liens in favor of, and to secure progress, advance or other
payments or the acquisition of real or personal property from any governmental
body pursuant to contract or provision of statute, and other liens, charges and
encumbrances incidental to construction, conduct of business or ownership of
property of the Company or any Restricted Subsidiary which were not incurred in
connection with borrowing money, obtaining advances or credits or the
acquisition of property and in the aggregate do not materially impair the use of
any Principal Domestic Manufacturing Plant for which it is held or which are
being contested in good faith, (g) liens arising by reason of any judgment,
decree or order of a court so long as proceedings to review such judgments shall
not have been terminated or the period in which to initiate such proceedings
shall not have expired, or (h) any extension, renewal or replacement of any of
the aforementioned Mortgages not in excess of the principal amount of such
Indebtedness plus the fee incurred in connection with such transaction. (Section
10.06)

LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS

The Indenture provides that neither the Company nor any Restricted
Subsidiary may enter into any Sale and Lease-Back Transaction involving any
Principal Domestic Manufacturing Plant unless the aggregate amount of all
Attributable Debt with respect to such transactions plus all Indebtedness
secured by Mortgages on Principal Domestic Manufacturing Plants (with the
exception of secured Indebtedness which is excluded as described in "Limitations
on Liens" above) would not exceed 10% of Consolidated Net Tangible Assets.

Such limitation will not apply to any Sale and Lease-Back Transaction if
(a) the lease is for a period of not more than three years, (b) the purchaser's
commitment is obtained within 180 days after the acquisition, construction or
placing in service of the Principal Domestic Manufacturing Plant, (c) the rent
payable pursuant to such lease is to be reimbursed under a contract with the
United States Government or any instrumentality or agency thereof, (d) the
transaction is between the Company and a Wholly-Owned Restricted Subsidiary or
between Wholly-Owned Restricted Subsidiaries, (e) the Company or such Restricted
Subsidiary would be entitled as described in "Limitations on Liens" above, to
mortgage such Principal Domestic Manufacturing Plant without equally and ratably
securing the Debt Securities, or (f) the Company or such Restricted Subsidiary,
within 180 days after the effective date of the transaction, applies to the
retirement of Debt Securities or other Indebtedness of the Company or a
Restricted Subsidiary an amount equal to (A) either (i) the lesser of the net
proceeds of the sale or transfer or the book value at the date of such sale or
transfer of the Principal Domestic Manufacturing Plant leased, if the
transaction is for cash, or (ii) the lesser of the fair market value or the net
book value at the date of such sale or transfer of the Principal Domestic
Manufacturing Plant leased, if the transaction is for other than cash, minus (B)
the amount equal to the principal amount of Debt Securities delivered to the
Trustee within such 180 days for cancellation and the principal amount of
Indebtedness voluntarily retired within such 180 days. (Section 10.07)

RESTRICTION ON CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

The Indenture provides that no consolidation or merger of the Company with
or into any other Person and no conveyance, transfer or lease of its property
substantially as an entirety to another Person may be made (1) unless (i) the
surviving corporation or acquiring Person shall be a corporation organized and
existing under the laws of the United States of America, any State thereof, or
the District of Columbia and shall expressly assume the payment of principal and
any premium and interest on all the Securities and the performance of every
covenant in the Indenture; (ii) immediately after giving effect to such
transaction, no Event of Default, and no event which after notice or lapse of
time would become an Event of Default, shall have happened and be continuing;
(iii) if, as a result thereof, any assets of the Company would become subject to
a mortgage or other encumbrance which is not expressly permitted by the
Indenture (see "Certain Restrictions--Limitations on Liens") unless all the
outstanding Securities are secured by a lien upon such assets equal with (or
prior to) that of the indebtedness secured by such mortgage or encumbrance; and
(iv) the Company has delivered the required Officers' Certificate and Opinion of
Counsel to the Trustee. (Section 8.01)

THE TRUSTEE

The Indenture contains certain limitations on the right of the Trustee, as
a creditor of the Company, to obtain payment or claims in certain cases, or to
realize on certain property received in respect of any such claim as security or
otherwise. (Section 6.13)

SunTrust Bank, Atlanta, the Trustee under the Indenture, maintains a
banking relationship with Pitney Bowes Credit Corporation, a Delaware
corporation and a subsidiary of the Company.

6


BOOK-ENTRY SYSTEM

If so specified in the applicable Prospectus Supplement, the Offered Debt
Securities may be represented by one or more certificates in global form (each a
"Global Security"). Each Global Security will be deposited with, or on behalf
of, a depositary, which, unless otherwise specified in the applicable Prospectus
Supplement, will be The Depository Trust Company ("DTC"), New York, New York
(including any successor depositary appointed by the Company, the "Depositary").
The Global Securities will be registered in the name of the Depositary or its
nominee.

DTC has advised the Company that DTC is a limited purpose trust company
organized under the laws of the State of New York, a "banking organization"
within the meaning of the New York banking law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act. DTC was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. The Depositary's participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations, some of which (and/or representatives of which) own the
Depositary. Access to the Depositary's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly.

Upon the issuance of a Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
participants. The accounts to be credited will be designated by the
underwriters, dealers or agents, if any, or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in a Global Security will be limited to participants or persons that
may hold interests through participants. Ownership of beneficial interests by
participants in a Global Security will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depositary or its nominee (with respect to interests of participants) and on the
records of participants (with respect to interests of persons other than
participants). The laws of some jurisdictions may require that certain
purchasers of securities take physical delivery of such securities in
certificated form. Such laws may impair the ability to transfer beneficial
interests in a Global Security.

So long as the Depositary or its nominee is the registered owner of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the Debt Securities represented by such
Global Security for all purposes under the Indenture. Except as set forth below,
owners of beneficial interests in such Global Security will not be entitled to
have the Debt Securities represented thereby registered in their names, will not
receive or be entitled to receive physical delivery of certificates representing
the Debt Securities and will not be considered the owners or holders thereof
under the Indenture. Accordingly, each person owning a beneficial interest in
such Global Security must rely on the procedures of the Depositary and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a holder under the
Indenture.

Payment of principal of, and any premium and interest on, Debt Securities
represented by a Global Security will be made by the Company through the Trustee
or a paying agent (which may also be the Trustee) to the Depositary or its
nominee, as the case may be, as the registered owner and holder of the Global
Security representing such Debt Securities. Under the terms of the Indenture,
the Company and the Trustee may treat the persons in whose names the Offered
Debt Securities are registered as the owners thereof for the purpose of
receiving such payments and for any and all other purposes. Consequently, none
of the Company, the Trustee, any paying agent or registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

The Company expects that the Depositary or its nominee, as the case may be,
upon receipt of any payment of principal, premium or interest in respect of a
Global Security, will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of the Depositary or its
nominee. The Company also expects that payments by participants to owners of
beneficial interests in such Global Security held through such participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in "street name,"
and will be the responsibility of such participants.

7


A Global Security may not be transferred except as a whole by the
Depositary to its nominee or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or its nominee to a
successor of the Depositary or a nominee of such successor. If the Depositary
for a Global Security is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Debt Securities in certificated form in exchange
for all of the Global Securities representing such Debt Securities. In addition,
the Company may at any time and in its sole discretion determine not to have any
Debt Securities represented by one or more Global Securities and, in such event,
will issue Debt Securities in certificated form in exchange for all of the
Global Securities representing such Debt Securities. Further, if the Company so
specifies with respect to the Debt Securities of a series, an owner of a
beneficial interest in a Global Security representing Debt Securities of such
series may on terms acceptable to the Company and the Depositary receive Debt
Securities of such series in certificated form. In any such instance, an owner
of a beneficial interest in a Global Security will be entitled to physical
delivery in certificated form of Debt Securities of the series represented by
such Global Security equal in principal amount to such beneficial interest and
to have such Debt Securities registered in its name (Section 3.05).

EVENTS OF DEFAULT AND NOTICES THEREOF

The following events are defined in the Indenture as "Events of Default"
with respect to Securities of any series: (a) failure to pay principal of or
premium, if any, on any Security of that series when due; (b) failure to pay any
interest on any Security of that series when due, continued for 30 days; (c)
failure to deposit any sinking fund payment, when due, in respect of any
Security of that series; (d) failure to perform any other covenant of the
Company in the Indenture (other than a covenant included in the Indenture solely
for the benefit of a series of Securities other than that series), continued for
90 days after written notice given to the Company by the Trustee or to the
Company and the Trustee by the holders of at least 25% in principal amount of
the Outstanding Securities of each series affected thereby; (e) certain events
in bankruptcy, insolvency or reorganization of the Company; and (f) any other
Event of Default provided with respect to Securities of such series. (Section
5.01)

If an Event of Default under clause (a), (b), (c), (d) or (f) above with
respect to Securities of any series at the time Outstanding shall occur and be
continuing, either the Trustee or the holders of at least 25% in principal
amount of the Outstanding Securities of each such series voting separately, in
the case of clause (a), (b), (c) or (f), or of all such series affected thereby,
voting as one class, in the case of (d) above, may declare the principal amount
(or, if the Securities of any such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of such series to be due and payable
immediately. If an Event of Default under clause (e) above shall occur and be
continuing, either the Trustee or the holders of at least 25% in principal
amount of all of the Outstanding Securities may declare the principal amount
(or, if the Securities of any series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such
series) of all outstanding Securities to be due and payable immediately. Under
certain circumstances the holders of a majority in principal amount of
Outstanding Securities of such series may rescind or annul such declaration and
its consequences. (Section 5.02) In the event the Company takes the necessary
action to enable it to omit to comply with certain covenants of the Indenture as
described under "--Defeasance of Certain Covenants" and the Securities are
declared due and payable because of the occurrence of an Event of Default, the
amount of money and U.S. Government Obligations on deposit with the Trustee will
be sufficient to pay amounts due on the Securities at the time of their Stated
Maturity but may not be sufficient to pay amounts due on the Securities at the
time of the acceleration resulting from such Event of Default. (Section 10.08)
However, the Company shall remain liable for such payments.

Reference is made to the Prospectus Supplement relating to any series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to the principal amount of such Original Issue
Discount Securities due on acceleration upon the occurrence of an Event of
Default and the continuation thereof.

The Indenture provides that the Trustee, within 90 days after the
occurrence of a default with respect to any series of Securities, shall give to
the holders of Securities of that series, notice of all uncured defaults known
to it (the term default to mean the Events of Default specified above without
grace periods), provided that, except in the case of default in the payment of
principal of (or premium, if any) or any interest, or sinking fund installment,
if any, on any Security, the Trustee shall be protected in withholding such
notice if it in good faith determines that the withholding of such notice is in
the interest of the Holders of Securities. (Section 6.02)
8



The Company will be required to furnish to the Trustee annually a
certificate by certain officers of the Company to the effect that to the best of
their knowledge the Company is not in default in the fulfillment of any of its
obligations under the Indenture or, if there has been a default in the
fulfillment of any such obligation, specifying each such default. (Section
10.09)

The Holders of a majority in principal amount of the outstanding Securities
of any series will have the right, subject to certain limitations, to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series, and, in certain circumstances, the
Holders of not less than a majority in principal amount of Outstanding
Securities of any series (voting as a separate class) or the holders of not less
than a majority in aggregate principal amount of Outstanding Securities of all
Series (voting as a class), may waive certain defaults. (Sections 5.12 and 5.13)

The Indenture provides that in case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of its rights and powers under the
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. (Section 6.01) Subject to such provisions, the Trustee will be
under no obligation to exercise any of its rights or powers under the Indenture
at the request of any of the holders of Securities unless they shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request. (Section 6.03)

MODIFICATION OF THE INDENTURE

Modifications and amendments of the Indenture may be made by the Company
and the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Outstanding Securities issued under the
Indenture which are affected by the modification or amendment, provided that no
such modification or amendment may, without the consent of each Holder of each
such Outstanding Security affected thereby, (1) change the stated maturity date
of the principal of (or premium, if any) or any installment of interest, if any,
on any such Security; (2) reduce the principal amount of (or premium, if any) or
the interest, if any, on any such Security or the principal amount due upon
acceleration of an Original Issue Discount Security; (3) change the place or
currency of payment of principal (or premium, if any) or interest, if any, on
any such Security; (4) impair the right to institute suit for the enforcement of
any such payment on or with respect to any such Security; (5) reduce the
above-stated percentage of holders of Securities necessary to modify or amend
the Indenture; or (6) modify the foregoing requirements or reduce the percentage
of holders of outstanding Securities necessary to waive compliance with certain
provisions of the Indenture or for waiver of certain defaults. (Section 9.02)

DEFEASANCE AND DISCHARGE

The Indenture provides that with respect to the Securities of a certain
series, unless otherwise specified, the Company will be discharged from any and
all obligations in respect of such Securities (except for certain obligations to
register the transfer or exchange of Securities, to replace stolen, lost or
mutilated Securities, to maintain paying agencies and hold monies for payment in
trust) upon the deposit with the Trustee, in trust, of money and/or U.S.
Government obligations which through the payment of interest and principal
thereof in accordance with their terms will provide money in an amount
sufficient to pay any installment of principal (and premium, if any) and any
interest on and any mandatory sinking fund payments in respect of such
Securities on the Stated Maturity of such payments in accordance with the terms
of the Indenture and such Securities. Such a trust may only be established if
the Company has delivered to the Trustee an Opinion of Counsel acceptable to the
Trustee (who may be counsel to the Company) to the effect that, among other
things, establishment of the trust would not cause the Securities of any such
series listed on any nationally-recognized securities exchange to be delisted as
a result thereof and an Opinion of Counsel to the effect that the Company has
received from or there has been published by the United States Internal Revenue
Service a ruling to the effect that such a defeasance and discharge will not be
deemed, or result in, a taxable event with respect to holders of such
Securities. (Section 4.02) The designation of such provisions, Federal income
tax consequences and other considerations applicable thereto will be described
in the Prospectus Supplement relating thereto.

DEFEASANCE OF CERTAIN COVENANTS

The Indenture provides that with respect to the Securities of a certain
series, unless otherwise specified, the Company may omit to comply with certain
restrictive covenants described in Section 10.07 (Limitations on Liens)

9


and Section 10.08 (Limitations on Sale and Leaseback Transactions) of the
Indenture and with any additional negative or restrictive covenant of the
Company (other than those contained in the Indenture) applicable to the
Securities of such series if the Company deposits with the Trustee money and/or
U.S. Government Obligations (as defined) which through the payment of interest
and principal thereof in accordance with their terms will provide money in an
amount sufficient to pay principal and any premium and interest on and any
mandatory sinking fund payments in respect of such Securities on the Stated
Maturity of such payments in accordance with the terms of the Indenture and such
Securities. The obligations of the Company under the Indenture other than with
respect to the covenants referred to above shall remain in full force and
effect. The Company will also be required to deliver to the Trustee an Opinion
of Counsel (who may be counsel to the Company) to the effect that the deposit
and related covenant defeasance will not be deemed, or result in, a taxable
event with respect to holders of the Securities. (Section 10.10) The designation
of such provisions, Federal income tax consequences and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto.

CONCERNING THE TRUSTEE

Unless otherwise specified in the applicable Prospectus Supplement,
SunTrust Bank, Atlanta is the Trustee, paying agent and registrar under the
Indenture.

GOVERNING LAW

The Indenture and the Debt Securities will be governed by the laws of the
State of New York.

PLAN OF DISTRIBUTION

The Company may sell Debt Securities to one or more underwriters for public
offering and sale by them or may sell Debt Securities to investors directly or
through agents. The Prospectus Supplement with respect to any Offered Debt
Securities will set forth the terms of the offering of such Offered Debt
Securities, including the name or names of any underwriters or agents, the
purchase price of the Offered Debt Securities and the proceeds to the Company
from such sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers and any securities
exchanges on which the Offered Debt Securities may be listed.

If underwriters are used in a sale of any Debt Securities, such Debt
Securities will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Debt Securities may be offered to the public through
underwriting syndicates represented by managing underwriters. Unless otherwise
set forth in the Prospectus Supplement, the obligations of the underwriters to
purchase the Debt Securities will be subject to certain conditions precedent and
the underwriters will be obligated to purchase all the Debt Securities if any
are purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.

The Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any such agent involved in the
offer or sale of the Debt Securities will be named, and any commissions payable
by the Company to such agent will be set forth, in the Prospectus Supplement.
Unless otherwise indicated in the Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.

If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Debt Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.

Agents and underwriters may be entitled, under agreements entered into with
the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments which the agents or underwriters may be
required to make in respect thereof. Certain agents and underwriters may be
customers of, engage in transactions with, or perform services for, the Company
in the ordinary course of business.

Each issue of Offered Debt Securities will be a new issue of securities
with no established trading market. Any underwriters to whom Offered Debt
Securities are sold by the Company for public offering and sale may make a mar-

10

ket in such Offered Debt Securities, but such underwriters will not be obligated
to do so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for any Offered
Debt Securities.

VALIDITY OF DEBT SECURITIES

The validity of the Debt Securities will be passed upon for the Company by
Sara E. Moss, Esq., Vice President and General Counsel of the Company and by
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, and,
unless otherwise indicated in a Prospectus Supplement relating to Offered Debt
Securities, for the underwriters or agents by Sullivan & Cromwell, 125 Broad
Street, New York, New York 10004.

EXPERTS

The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of Pitney Bowes Inc. for the year ended December
31, 1997 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

11

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$300,000,000


[LOGO] PITNEY BOWES


5 7/8%Notes due 2006












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PROSPECTUS SUPPLEMENT
APRIL 25, 2001
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JOINT BOOK-RUNNING MANAGERS

JPMORGAN
SALOMON SMITH BARNEY
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ABN AMRO INCORPORATED
BARCLAYS CAPITAL
DEUTSCHE BANC ALEX. BROWN
MELLON FINANCIAL MARKETS, LLC
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