Exhibit 5.1

[DAVIS POLK & WARDWELL LETTERHEAD]


April 29, 1998



Pitney Bowes Inc.
World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700


Ladies and Gentlemen:


We have acted as special counsel to you, Pitney Bowes Inc. (the
"Company"), in connection with the registration of the Company's debt
securities (the "Securities") from which the Company will receive up to an
aggregate of $500,000,000, for issuance from time to time pursuant to Rule 415
under the Securities Act of 1933, as amended (the "Securities Act"). We
advise that in our opinion the Company has full power and authority under the
laws of Delaware, the State of the Company's incorporation, and under the
Company's Restated Certificate of Incorporation to borrow the money and to
contract the indebtedness to be evidenced by the said Securities.

It is our further opinion that when the Indenture, between the
Company and SunTrust Bank, Atlanta, dated _____________ (the "Indenture"),
has been duly authorized, executed and delivered and the Securities, as
provided in the Indenture, have been duly authorized, executed and
authenticated, issued and paid for, the Securities will be valid and
legally binding obligations of the Company in accordance with, and subject
to, the terms thereof and of the Indenture.

We hereby consent to the use of the foregoing opinion as
Exhibit 5.1 to the Company's Registration Statement filed with the United
States Securities and Exchange Commission under the Securities Act, with
respect to the above mentioned Securities and to the use of our name in such
Registration Statement and in the related Prospectus Supplement(s) under the
heading "Validity of Debt Securities." The issuance of such a consent does
not concede that we are an "Expert" for purposes of the Securities Act.


Very truly yours,

/s/ Davis Polk & Wardwell