S-3: Registration statement under Securities Act of 1933

As filed with the Securities and Exchange Commission on April 29, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
under
The Securities Act of 1933

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Pitney Bowes Inc.

(exact name of registrant as specified in its charter)

Delaware 06-0495050
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)

World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700
(203) 356-5000
(Address and telephone number of registrant's principal executive offices)

Sara E. Moss, Esq.
Vice President and General Counsel
Pitney Bowes Inc.
World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700
(203) 351-7924
(Name, address and telephone number of agent for service)

Copies to:
-------------------------

Sarah Jones Beshar, Esq. Robert S. Risoleo, Esq.
Davis Polk & Wardwell Ann Bailen Fisher, Esq.
450 Lexington Avenue Sullivan & Cromwell
New York, New York 10017 125 Broad Street
(212) 450-4000 New York, New York 10004
(212) 558-4000

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined in light of market conditions and other factors.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered(*) Per Unit(**) Offering Price(**) Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities............ $468,000,000 100% $468,000,000 $138,060
===========================================================================================================
</TABLE>
- --------------------
(*) Or, if any Debt Securities (1) are denominated or payable in a foreign or
composite currency or currencies, such principal amount as shall result
in an aggregate initial offering price equivalent to $468,000,000 at
the time of initial offering, (2) are issued at an original issue
discount, such greater principal amount as shall result in an aggregate
initial offering price of $468,000,000, or (3) are issued with their
principal amount payable at maturity to be determined with reference to
a currency exchange rate or other index, such principal amount as shall
result in an aggregate initial offering price of $468,000,000.

(**) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (a).

Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to $32,000,000 of debt
securities registered and remaining unissued under Registration Statement No.
33-33948 previously filed by Registrant, in respect of which $8,000 has been
paid to the Commission as filing fee.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

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[LOGO]


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".

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

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.

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The date of this Prospectus is April 29, 1998.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

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.


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 calculated 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.

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 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.

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.

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)

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) 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 market 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.


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Securities and Exchange Commission Registration Fee..... $138,060
Trustee's Fees and Expenses............................. 15,000
Printing and Engraving Expenses......................... 20,000
Rating Agency Fees...................................... 25,000
Accounting Fees and Expenses............................ 30,000
Legal Fees and Expenses................................. 50,000
Blue Sky and Legality Fees and Expenses................. 5,000
Miscellaneous Expenses.................................. 1,940
--------
Total.............................................. $285,000
========
- ---------------------
The above items are estimates except the registration fee.

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law allows for
indemnification of any person who has been made, or threatened to be made, a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he or she is or was serving as a director, officer, employee or agent of
the registrant or by reason of the fact that he or she is or was serving at
the request of the registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. In
certain circumstances, indemnity may be provided against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement if the
person acted in good faith and in the manner reasonably believed by him to be
in, or not opposed to, the best interests of the registrant and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. In any proceeding by or in the right of the registrant,
no indemnification may be made if the person is found to be liable to the
corporation, unless and only to the extent the court in which the proceeding
is brought or the Delaware Court of Chancery orders such indemnification.

Section 102(b)(7) of the Delaware General Corporation Law
provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 (relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock) of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. The Company's Restated
Certificate of Incorporation includes a provision limiting such liability.

The Restated Certificate of Incorporation of the Company
provides that each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason
of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Company or is or was
serving at the request of the Company as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent, shall be indemnified and
held harmless by the Company to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than said law
permitted the Company to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators. Such right to indemnification is
a contract right and includes the right to be paid by the Company the expenses
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that, if the Delaware General Corporation Law requires, the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Company of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to such indemnity.

The foregoing statements are specifically made subject to the
detailed provisions of the Delaware General Corporation Law and the Restated
Certificate of Incorporation of the Company.

The Company has a directors and officers liability insurance
policy that will reimburse the Company for any payments that it shall make to
directors and officers pursuant to law or the indemnification provisions of
its Restated Certificate of Incorporation and that will, subject to certain
exclusions contained in the policy, further pay any other costs, charges and
expenses and settlements and judgments arising from any proceeding involving
any director or officer of the Company in his or her past or present capacity
as such, and for which he may be liable, except as to any liabilities arising
from acts that are deemed to be uninsurable.

The provisions contained in the Underwriting Agreement pursuant
to which the Company agrees to indemnify underwriters and agents, as the case
may be, and each person, if any, who controls any underwriters or agents and
filed as part of Exhibit 1, are incorporated herein by reference.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable.

Item 16. Exhibits (Numbered in accordance with Item 601 of Regulation S-K).

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

1(a) Form of Underwriting Agreement...................... Exhibit 1(a)
1(b) Form of Distribution Agreement*..................... Exhibit 1(b)
4 Form of Indenture between Pitney Bowes Inc. and
SunTrust Bank, Atlanta, as Trustee............... Exhibit 4
5.1 Opinion re legality................................. Exhibit 5.1
12 Computation of Ratio of Earnings to Fixed Charges
of Pitney Bowes Inc.............................. Exhibit 12
23(a) Consent of Price Waterhouse LLP..................... Exhibit 23(a)
23(b) Consent of Sara E. Moss, Esq........................ Exhibit 23(b)
23(c) Consent of Davis Polk & Wardwell (included in
opinion filed as Exhibit 5.1).................... Exhibit 23(c)
24 Power of Attorney (contained on signature page)..... Exhibit 24
25 Statement of eligibility of Trustee................. Exhibit 25
____________________
* To be filed by amendment or under cover of Form 8-K.

Item 17. Undertakings.

Pitney Bowes Inc. hereby undertakes:

(1) To file during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment
to this Registration Statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and

(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;

Provided, however, that paragraphs (i) and (ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities
Exchange Commission by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the Securities offered therein,
and the offering of such Securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the Securities being registered which remain unsold at the
termination of the offering.

(4) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in the form of a prospectus filed by the Company pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this Registration Statement as of the time it was declared effective.

(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to provisions referred to in Item
15, the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the Company
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the Securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on this 29th day of April, 1998.



PITNEY BOWES INC.


By: /s/ Murray L. Reichenstein
------------------------------------------
Murray L. Reichenstein
Vice President and Chief Financial Officer
(Principal Financial Officer)


POWER OF ATTORNEY

The Registrant and each person whose signature appears below constitutes
and appoints Michael J. Critelli, Murray L. Reichenstein and Arlen F. Henock,
and any agent for service named in this Registration Statement, and each of
them singly, his, her or its true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him, her or it and in
his, her, or its name, place and stead, in any and all capacities, to sign any
registration statements and any and all amendments (including post-effective
amendments filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them singly, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about
the premises, as fully to all intents and purposes as he, she, or it might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>

/s/ Michael J. Critelli Chairman and Chief April 29, 1998
- ------------------------------ Executive Officer-Director
Michael J. Critelli

/s/ Marc C. Breslawsky President and Chief Operating April 29, 1998
- ------------------------------ Officer-Director
Marc C. Breslawsky

/s/ Murray L. Reichenstein Vice President and Chief April 29, 1998
- ------------------------------ Financial Officer (Principal
Murray L. Reichenstein Financial Officer)

/s/ Arlen F. Henock Vice President-Controller April 29, 1998
- ------------------------------ and Chief Tax Counsel
Arlen F. Henock (Principal Accounting Officer)

/s/ Linda G. Alvarado Director April 29, 1998
- ------------------------------
Linda G. Alvarado

/s/ William E. Butler Director April 29, 1998
- ------------------------------
William E. Butler

/s/ Colin G. Campbell Director April 29, 1998
- ------------------------------
Colin G. Campbell

/s/ Ernie Green Director April 29, 1998
- ------------------------------
Ernie Green

/s/ Charles E. Hugel Director April 29, 1998
- ------------------------------
Charles E. Hugel

/s/ James H. Keyes Director April 29, 1998
- ------------------------------
James H. Keyes

/s/ David T. Kimball Director April 29, 1998
- ------------------------------
David T. Kimball

/s/ Michael I. Roth Director April 29, 1998
- ------------------------------
Michael I. Roth

/s/ Phyllis S. Sewell Director April 29, 1998
- ------------------------------
Phyllis S. Sewell
</TABLE>


EXHIBIT INDEX

Exhibits Description Page
- -------- ----------- ----
1(a) -Form of Underwriting Agreement Exhibit 1(a)

1(b) -Form of Distribution Agreement* Exhibit 1(b)

4 -Form of Indenture between Pitney Bowes Inc. Exhibit 4(a)
and SunTrust Bank, Atlanta, as Trustee

5.1 -Opinion re legality Exhibit 5.1

12 -Computation of Ratio of Earnings to Fixed Charges Exhibit 12
of Pitney Bowes Inc.

23(a) -Consent of Price Waterhouse LLP Exhibit 23(a)

23(b) -Consent of Sara E. Moss, Esq. Exhibit 23(b)

23(c) -Consent of Davis Polk & Wardwell (included in Exhibit 23(c)
opinion filed as Exhibit 5.1)

24 -Power of Attorney (contained on signature page) Exhibit 24

25 -Statement of eligibility of Trustee Exhibit 25

____________________
*To be filed by amendment or under cover of Form 8-K.