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

     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.

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

     The notes are unsecured and will rank equally with all our other unsecured
and unsubordinated indebtedness.
                                 -------------

     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.

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

                                             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.

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

     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.

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

JPMORGAN                                                   SALOMON SMITH BARNEY

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

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.

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


                                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



                                     [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.


                    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












                             ---------------------
                             PROSPECTUS SUPPLEMENT
                                 APRIL 25, 2001
                             ---------------------


                           JOINT BOOK-RUNNING MANAGERS

                                    JPMORGAN
                              SALOMON SMITH BARNEY
                                   ----------

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