As filed with the Securities and Exchange Commission on November 3, 1998
                                                          Registration No. 33-

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                          -----------------------------  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          -----------------------------  

                                PITNEY BOWES INC.
             (Exact name of Registrant as specified in its charter)

       Delaware                                                  06-0495050
(State or jurisdiction of                                     (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               World Headquarters,
                             Stamford, CT 06926-0700
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

              THE PITNEY BOWES AMENDED AND RESTATED 1991 STOCK PLAN
                            (Full Title of the Plan)


                          -----------------------------  
                                  Sara E. Moss,
                       Vice President and General Counsel
                                Pitney Bowes Inc.
                               World Headquarters
                             Stamford, CT 06926-0700
                                 (203) 356-5000
                          -----------------------------  

       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
---------------------------- ----------- ----------- ------------- -------------
         Title of               Amount     Proposed   Proposed       Amount of
Securities to be Registered     to be      Maximum     Maximum      Registration
                             Registered    Offering   Aggregate         Fee
                                 (2)        Price      Offering              
                                          Per Share    Price (3)
---------------------------- ----------- ----------- ------------- -------------
Common Stock, 
  $1.00 par value(1)...       18,000,000   $53.3125   $959,625,000   $266,775.75
---------------------------- ----------- ----------- ------------- -------------
---------------------------- ----------- ----------- ------------- -------------


(1)  Includes one attached Preference Share Purchase Right.
(2)  Also includes an indeterminable number of additional shares that may become
     issuable pursuant to the anti-dilution provisions of the Plan.
(3)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rule 457(h) and Rule 457(c),  the proposed  maximum  offering  price per
     share and the  registration  fee are based on the  reported  average of the
     high and low  prices for Pitney  Bowes  Inc.  common  stock on the New York
     Stock Exchange on October 28, 1998.





<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  which have  heretofore been filed by Pitney Bowes
Inc. (the  "Registrant")  (Commission  File No.  1-3579) with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  are incorporated by reference herein
and shall be deemed to be a part hereof:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
         31, 1997;

     (b) The  Registrant's  Quarterly  Reports on Form 10-Q for the quarters
         ended March 31, 1998 and June 30, 1998 and the Registrant's Current 
         Report on Form 8-K filed September 25, 1998; and

     (c) The  description  of the  Registrant's  Common Stock  contained in the
         Registrant's  Registration Statement on Form 10, as revised by Form 8A
         filed  February 16, 1996,  including any amendment or report filed for
         the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and  15(d)  of the  Exchange  subsequent  to the  date  of the  filing  of  this
registration  statement  and prior to the filing of a  post-effective  amendment
that indicates that all securities  registered hereunder have been sold, or that
de-registers  all  securities  then  remaining  unsold,  shall be  deemed  to be
incorporated by reference in the registration  statement and to be a part hereof
from the date of the filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents").

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this registration statement.



<PAGE>



ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

     The  legality of the Common Stock  offered  hereby has been passed upon for
the  Registrant  by Sara E. Moss,  Vice  President  and  General  Counsel of the
Registrant.  Sara E. Moss owns, and has options to purchase, Common Stock of the
Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law (the "DGCL") sets forth
conditions and limitations governing the indemnification of officers, directors,
and other persons.

     Article Eleventh of the Registrant's  Restated Certificate of Incorporation
(the "Certificate")  contains certain  indemnification and insurance  provisions
adopted  pursuant  to  authority  contained  in  Section  145 of the  DGCL.  The
Registrant's Certificate 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
(hereinafter 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  Registrant  or is or was serving at the request of the  Registrant  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 Registrant to the fullest extent authorized
by the DGCL,  as the same exists or may be amended (but, in the case of any such
amendment,  only to the extent that such  amendment  permits the  Registrant  to
provide broader indemnification rights than said law permitted the Registrant 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;
provided,  however,  that, except as otherwise provided in the Certificate,  the
Registrant shall indemnify any such person seeking indemnification in connection
with a  proceeding  (or  part  hereof)  initiated  by such  person  only if such
proceeding  (or part  thereof) was  authorized  by the Board of Directors of the
Registrant.  The right to  indemnification  conferred  in the  Certificate  is a
contract  right and includes the right to be paid by the Registrant the expenses
incurred in defending any such  proceeding in advance of its final  disposition;
provided,  however,  that,  if the DGCL  requires,  the payment of such  expense
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  Registrant  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 be indemnified under the Certificate or otherwise.

     The  Registrant's  Certificate  further  provides that the  Registrant  may
purchase and maintain  insurance at its expense to protect  itself and on behalf
of any  person  who is or was or has  agreed  to  become  a  director,  officer,
employee or agent of the corporation, or 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  against any liability
asserted  against him or her and  incurred by him or her or on his or her behalf
in any such  capacity,  or arising out of his or her status as such,  whether or
not the  Registrant  would have the power to  indemnify  him or her against such
liability under the provisions of the Certificate,  provided that such insurance
is available on acceptable terms, which determination shall be made by the Board
of Directors.



<PAGE>



ITEM 8. EXHIBITS.


 Exhibit
 Number                      Description of Exhibit
--------- ----------------------------------------------------------------------
   5      Opinion of Sara E. Moss as to legality of the Common Stock being 
          registered

  23(a)   Consent of PricewaterhouseCoopers LLP

  23(b)   Consent of Sara E. Moss (included in Opinion filed as Exhibit 5 
          hereto)

   99     The Pitney Bowes Amended and Restated 1991 Stock Plan (incorporated 
          herein by reference to Annex 1 to the Registrant's Proxy Statement 
          dated April 3, 1998, filed by the Registrant with the Commission on
          March 31, 1998, pursuant to Rule 14a-6(b) of the Exchange Act).


ITEM 9. UNDERTAKINGS.

     A.   The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, 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, as
amended (the "Securities  Act");  (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 the
registration  statement;  and (iii) to include  any  material  information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;  provided,  however,  that  clauses  (i) and (ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
clauses  is  contained  in  periodic  reports  filed  with or  furnished  to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement;

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, 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; and

          (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.

     B. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  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.



<PAGE>



     C. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the provisions described under Item 6 above or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant 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 Registrant 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
Securities Act and will be governed by the final adjudication of such issue.



<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that is has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Forms  S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Stamford and State of Connecticut, on this 3rd day of
November, 1998.

                                                          PITNEY BOWES INC.



                                     By:  /s/ Michael J. Critelli
                                          --------------------------------------
                                          Michael J. Critelli
                                          (Chairman and Chief Executive Officer)

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

      Signature                       Title                           Date

/s/ Michael J. Critelli
--------------------------
Michael J. Critelli         Chairman and Chief Executive        November 3, 1998
                            Officer-Director


/s/ Murray L. Reichenstein
--------------------------
Murray L. Reichenstein      Vice President and Chief            November 3, 1998
                            Financial Officer (principal
                            financial officer)

/s/ Arlen F. Henock
--------------------------
Arlen F. Henock             Vice President-Controller and       November 3, 1998
                            Chief Tax Counsel (principal
                            accounting officer)


/s/ Linda G. Alvarado
--------------------------
Linda G. Alvarado           Director                            November 3, 1998


/s/ Marc C. Breslawsky
--------------------------
Marc C. Breslawsky          Director                            November 3, 1998


/s/ William E. Butler
--------------------------
William E. Butler           Director                            November 3, 1998


/s/ Colin G. Campbell
--------------------------
Colin G. Campbell           Director                            November 3, 1998




<PAGE>



/s/ Ernie Green
--------------------------
Ernie Green                 Director                            November 3, 1998


/s/ Charles E. Hugel
--------------------------
Charles E. Hugel            Director                            November 3, 1998


/s/ James H. Keyes
--------------------------
James H. Keyes              Director                            November 3, 1998


/s/ Michael I. Roth
--------------------------
Michael I. Roth             Director                            November 3, 1998


/s/ Phyllis Shapiro Sewell
--------------------------
Phyllis Shapiro Sewell      Director                            November 3, 1998




<PAGE>



                                  EXHIBIT INDEX



 Exhibit
 Number                      Description of Exhibit
--------- ----------------------------------------------------------------------
   5      Opinion of Sara E. Moss as to legality of the Common Stock being 
          registered

  23(a)   Consent of PricewaterhouseCoopers LLP

  23(b)   Consent of Sara E. Moss (included in Opinion filed as Exhibit 5 
          hereto)

   99     The Pitney Bowes Amended and Restated 1991 Stock Plan (incorporated 
          herein by reference to Annex 1 to the Registrant's Proxy Statement 
          dated April 3, 1998, filed by the Registrant with the Commission on
          March 31, 1998, pursuant to Rule 14a-6(b) of the Exchange Act).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18479}]
{"company-data": {"conformed-name": "PITNEY BOWES INC /DE/", "cik": "0000078814", "assigned-sic": "3579", "irs-number": "060495050", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66735", "film-number": "98737154"}, "business-address": {"street1": "WORLD HEADQUARTERS 61-11", "street2": "ONE ELMCROFT ROAD", "city": "STAMFORD", "state": "CT", "zip": "06926", "phone": "2033565000"}}
As filed with the Securities and Exchange Commission on November 3, 1998
                                                          Registration No. 33-

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          -----------------------------  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          -----------------------------  

                                PITNEY BOWES INC.
             (Exact name of Registrant as specified in its charter)

       Delaware                                                  06-0495050
(State or jurisdiction of                                     (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               World Headquarters,
                             Stamford, CT 06926-0700
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

              THE PITNEY BOWES AMENDED AND RESTATED 1991 STOCK PLAN
                            (Full Title of the Plan)

                          -----------------------------  
                                  Sara E. Moss,
                       Vice President and General Counsel
                                Pitney Bowes Inc.
                               World Headquarters
                             Stamford, CT 06926-0700
                                 (203) 356-5000
                          -----------------------------  

       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
---------------------------- ----------- ----------- ------------- -------------
         Title of               Amount     Proposed   Proposed       Amount of
Securities to be Registered     to be      Maximum     Maximum      Registration
                             Registered    Offering   Aggregate         Fee
                                 (2)        Price      Offering              
                                          Per Share    Price (3)
---------------------------- ----------- ----------- ------------- -------------
Common Stock, 
  $1.00 par value(1)...       18,000,000   $53.3125   $959,625,000   $266,775.75
---------------------------- ----------- ----------- ------------- -------------
---------------------------- ----------- ----------- ------------- -------------

(1)  Includes one attached Preference Share Purchase Right.
(2)  Also includes an indeterminable number of additional shares that may become
     issuable pursuant to the anti-dilution provisions of the Plan.
(3)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rule 457(h) and Rule 457(c),  the proposed  maximum  offering  price per
     share and the  registration  fee are based on the  reported  average of the
     high and low  prices for Pitney  Bowes  Inc.  common  stock on the New York
     Stock Exchange on October 28, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  which have  heretofore been filed by Pitney Bowes
Inc. (the  "Registrant")  (Commission  File No.  1-3579) with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  are incorporated by reference herein
and shall be deemed to be a part hereof:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
         31, 1997;

     (b) The  Registrant's  Quarterly  Reports on Form 10-Q for the quarters
         ended March 31, 1998 and June 30, 1998 and the Registrant's Current 
         Report on Form 8-K filed September 25, 1998; and

     (c) The  description  of the  Registrant's  Common Stock  contained in the
         Registrant's  Registration Statement on Form 10, as revised by Form 8A
         filed  February 16, 1996,  including any amendment or report filed for
         the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and  15(d)  of the  Exchange  subsequent  to the  date  of the  filing  of  this
registration  statement  and prior to the filing of a  post-effective  amendment
that indicates that all securities  registered hereunder have been sold, or that
de-registers  all  securities  then  remaining  unsold,  shall be  deemed  to be
incorporated by reference in the registration  statement and to be a part hereof
from the date of the filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents").

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this registration statement.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

     The  legality of the Common Stock  offered  hereby has been passed upon for
the  Registrant  by Sara E. Moss,  Vice  President  and  General  Counsel of the
Registrant.  Sara E. Moss owns, and has options to purchase, Common Stock of the
Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law (the "DGCL") sets forth
conditions and limitations governing the indemnification of officers, directors,
and other persons.

     Article Eleventh of the Registrant's  Restated Certificate of Incorporation
(the "Certificate")  contains certain  indemnification and insurance  provisions
adopted  pursuant  to  authority  contained  in  Section  145 of the  DGCL.  The
Registrant's Certificate 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
(hereinafter 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  Registrant  or is or was serving at the request of the  Registrant  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 Registrant to the fullest extent authorized
by the DGCL,  as the same exists or may be amended (but, in the case of any such
amendment,  only to the extent that such  amendment  permits the  Registrant  to
provide broader indemnification rights than said law permitted the Registrant 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;
provided,  however,  that, except as otherwise provided in the Certificate,  the
Registrant shall indemnify any such person seeking indemnification in connection
with a  proceeding  (or  part  hereof)  initiated  by such  person  only if such
proceeding  (or part  thereof) was  authorized  by the Board of Directors of the
Registrant.  The right to  indemnification  conferred  in the  Certificate  is a
contract  right and includes the right to be paid by the Registrant the expenses
incurred in defending any such  proceeding in advance of its final  disposition;
provided,  however,  that,  if the DGCL  requires,  the payment of such  expense
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  Registrant  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 be indemnified under the Certificate or otherwise.

     The  Registrant's  Certificate  further  provides that the  Registrant  may
purchase and maintain  insurance at its expense to protect  itself and on behalf
of any  person  who is or was or has  agreed  to  become  a  director,  officer,
employee or agent of the corporation, or 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  against any liability
asserted  against him or her and  incurred by him or her or on his or her behalf
in any such  capacity,  or arising out of his or her status as such,  whether or
not the  Registrant  would have the power to  indemnify  him or her against such
liability under the provisions of the Certificate,  provided that such insurance
is available on acceptable terms, which determination shall be made by the Board
of Directors.
ITEM 8. EXHIBITS.

 Exhibit
 Number                      Description of Exhibit
--------- ----------------------------------------------------------------------
   5      Opinion of Sara E. Moss as to legality of the Common Stock being 
          registered

  23(a)   Consent of PricewaterhouseCoopers LLP

  23(b)   Consent of Sara E. Moss (included in Opinion filed as Exhibit 5 
          hereto)

   99     The Pitney Bowes Amended and Restated 1991 Stock Plan (incorporated 
          herein by reference to Annex 1 to the Registrant's Proxy Statement 
          dated April 3, 1998, filed by the Registrant with the Commission on
          March 31, 1998, pursuant to Rule 14a-6(b) of the Exchange Act).

ITEM 9. UNDERTAKINGS.

     A.   The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, 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, as
amended (the "Securities  Act");  (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 the
registration  statement;  and (iii) to include  any  material  information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;  provided,  however,  that  clauses  (i) and (ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
clauses  is  contained  in  periodic  reports  filed  with or  furnished  to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement;

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, 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; and

          (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.

     B. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  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.
C. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the provisions described under Item 6 above or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant 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 Registrant 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
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that is has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Forms  S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Stamford and State of Connecticut, on this 3rd day of
November, 1998.

                                                          PITNEY BOWES INC.

                                     By:  /s/ Michael J. Critelli
                                          --------------------------------------
                                          Michael J. Critelli
                                          (Chairman and Chief Executive Officer)

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

      Signature                       Title                           Date

/s/ Michael J. Critelli
--------------------------
Michael J. Critelli         Chairman and Chief Executive        November 3, 1998
                            Officer-Director

/s/ Murray L. Reichenstein
--------------------------
Murray L. Reichenstein      Vice President and Chief            November 3, 1998
                            Financial Officer (principal
                            financial officer)

/s/ Arlen F. Henock
--------------------------
Arlen F. Henock             Vice President-Controller and       November 3, 1998
                            Chief Tax Counsel (principal
                            accounting officer)

/s/ Linda G. Alvarado
--------------------------
Linda G. Alvarado           Director                            November 3, 1998

/s/ Marc C. Breslawsky
--------------------------
Marc C. Breslawsky          Director                            November 3, 1998

/s/ William E. Butler
--------------------------
William E. Butler           Director                            November 3, 1998

/s/ Colin G. Campbell
--------------------------
Colin G. Campbell           Director                            November 3, 1998
/s/ Ernie Green
--------------------------
Ernie Green                 Director                            November 3, 1998

/s/ Charles E. Hugel
--------------------------
Charles E. Hugel            Director                            November 3, 1998

/s/ James H. Keyes
--------------------------
James H. Keyes              Director                            November 3, 1998

/s/ Michael I. Roth
--------------------------
Michael I. Roth             Director                            November 3, 1998

/s/ Phyllis Shapiro Sewell
--------------------------
Phyllis Shapiro Sewell      Director                            November 3, 1998
EXHIBIT INDEX

 Exhibit
 Number                      Description of Exhibit
--------- ----------------------------------------------------------------------
   5      Opinion of Sara E. Moss as to legality of the Common Stock being 
          registered

  23(a)   Consent of PricewaterhouseCoopers LLP

  23(b)   Consent of Sara E. Moss (included in Opinion filed as Exhibit 5 
          hereto)

   99     The Pitney Bowes Amended and Restated 1991 Stock Plan (incorporated 
          herein by reference to Annex 1 to the Registrant's Proxy Statement 
          dated April 3, 1998, filed by the Registrant with the Commission on
          March 31, 1998, pursuant to Rule 14a-6(b) of the Exchange Act).