CERTIFICATE OF AMEND. TO RESTATED CERT. OF INCORP.

EXHIBIT (i)

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
PITNEY BOWES INC.


Pitney Bowes Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Corporation,
duly noticed and held on October 6, 1997, resolutions were duly adopted setting
forth a proposed amendment to the Restated Certificate of Incorporation of the
Corporation, declaring said amendment to be advisable and directing that such
amendment be submitted to the stockholders for consideration thereof. The
resolution setting forth the proposed amendment is as follows:

FURTHER RESOLVED, That the Board of Directors hereby
declares it advisable that the first sentence of Article
FOURTH of the Restated Certificate of Incorporation be amended
to read as follows:

"The total number of shares of all classes
of stock which the Corporation shall have
authority to issue is 485,600,000 shares,
divided into 600,000 shares of Cumulative
Preferred Stock with the par value of
$50.00 per share (hereinafter called
`Preferred Stock'), 5,000,000 shares of
Preference Stock without par value
(hereinafter called `Preference Stock'),
and

480,000,000 shares of Common Stock
with the par value of $1.00 per share
(hereinafter called `Common Stock')."

and hereby directs that such amendment be submitted to the
stockholders for their consideration and approval at the
Special Meeting to be held on December 18, 1997, at 9:00 a.m.,
World Headquarters, Stamford, Connecticut

SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by law were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware and that pursuant to such amendment Article Fourth of the Restated
Certificate of Incorporation of the Corporation shall henceforth read, in its
entirety, as follows:

"Fourth: - The total number of shares of all classes of
stock which the Corporation shall have authority to issue
is 485,600,000 shares, divided into 600,000 shares of
Cumulative Preferred Stock with the par value of $50.00
per share (hereinafter called `Preferred Stock'), 5,000,000
shares of Preference Stock without par value (hereinafter
called `Preference Stock'), and 480,000,000 shares of
Common Stock with the par value of $1.00 per share
(hereinafter called `Common Stock'). Subject to the
provisions of law, the Corporation may issue shares of its
Preferred Stock, Preference Stock and Common Stock,
respectively, from time to time and any securities
convertible into, warrants, options or rights to subscribe
for, any such class or classes (or any series of any
thereof), for such consideration as may

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be fixed from time to time by the Board of Directors,
which is hereby expressly authorized to fix the same
in its absolute and uncontrolled discretion subject
as aforesaid. Shares of Preference Stock without par
value for which consideration so fixed has been paid
or delivered to the Corporation shall be deemed fully
paid stock and shall not be liable to any further call
or assessment thereon and the holders of such shares
shall not be liable for any further demands in respect
of such shares. The Corporation may issue shares of
its Preferred Stock, Preference Stock and Common Stock
and any securities convertible into, or warrants, options
or rights to subscribe for, such class or classes (or
any series of any thereof) without offering the same to
the holders of its outstanding capital stock. The
minimum amount of capital with which the Corporation
shall commence business shall not be less than $100,000."

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