Form: 10-K/A

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

Documents

EXHIBIT (31.2)

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bruce P. Nolop, certify that:

     
1 .       I have reviewed this Annual Report on Form 10-K/A of Pitney Bowes Inc.; 
     
2 . 
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to 
  state a material fact necessary to make the statements made, in light of the circumstances under which such 
  statements were made, not misleading with respect to the period covered by this annual report; 
     
3 . 
Based on my knowledge, the financial statements, and other financial information included in this annual report, 
  fairly present in all material respects the financial condition, results of operations and cash flows of the 
  registrant as of, and for, the periods presented in this annual report; 
     
4 .  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure 
 
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over 
  financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 
 
a.          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 
         designed under our supervision, to ensure that material information relating to the registrant, including its 
         consolidated subsidiaries, is made known to us by others within those entities, particularly during the period 
         in which this annual report is being prepared; 
 
b.          Designed such internal control over financial reporting, or caused such internal control over financial 
         reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of 
         financial reporting and the preparation of financial statements for external purposes in accordance with 
         generally accepted accounting principles; 
 
c.          Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this 
         annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end 
         of the period covered by this annual report based on such evaluation; and 
 
d.          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred 
         during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual 
         report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal 
         control over financial reporting; and 
 
5 .  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal 
  control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of 
  directors (or persons performing the equivalent functions): 
 
a.          All significant deficiencies and material weaknesses in the design or operation of internal control over 
         financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, 
         summarize and report financial information; and 
 
b.          Any fraud, whether or not material, that involves management or other employees who have a significant 
         role in the registrant’s internal control over financial reporting. 

Date: August 14, 2006


/s/ Bruce P. Nolop
Bruce P. Nolop
Chief Financial Officer

23