FORM 8 - K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004


                                   FORM 8 - K
                                 CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




                                  Date of Report 
                     (Date of earliest event reported): April 20, 1999



                                PITNEY BOWES INC.



                         Commission File Number: 1-3579




  State of Incorporation                       IRS Employer Identification No.
        Delaware                                          06-0495050





                               World Headquarters
                        Stamford, Connecticut 06926-0700
                        Telephone Number: (203) 356-5000





Item 5 - Other Events.

The  registrant's  press release  dated April 20, 1999,  regarding its financial
results for the period ended March 31, 1999, including  consolidated  statements
of income for the three months ended March 31, 1999 and 1998,  and  consolidated
balance  sheets at March 31, 1999,  December  31, 1998 and March 31,  1998,  are
attached.


Item 7 - Financial Statements and Exhibits.

c. Exhibits.

The following  exhibits are furnished in accordance  with the provisions of Item
601 of Regulation S-K:

   Exhibit                           Description                              
   -------       -------------------------------------------------------------- 
    (1)           Pitney Bowes Inc. press release dated April 20, 1999.



                                     Signatures
                                     ----------


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.






                     PITNEY BOWES INC.


April 26, 1999



                     /s/ M. L. Reichenstein
                     -------------------------------                 
                     M. L. Reichenstein
                     Vice President and Chief Financial Officer
                     (Principal Financial Officer)



                     /s/ A. F. Henock
                     -------------------------------                        
                     A. F. Henock
                     Vice President - Controller
                     and Chief Tax Counsel
                     (Principal Accounting Officer)






                                       1

                                                                 Exhibit 1



               PITNEY BOWES REPORTS 17th CONSECUTIVE QUARTER
                 OF DOUBLE-DIGIT EARNINGS PER SHARE GROWTH

FOR IMMEDIATE RELEASE

Stamford, Conn., April 20, 1999 -- Pitney Bowes Inc. (NYSE: PBI) today announced
first quarter results  featuring a 15.7-percent  growth in diluted  earnings per
share  from  continuing  operations  to 52 cents,  and  income  from  continuing
operations  growth of 12  percent to $142.3  million.  This  record  performance
represents the 17th consecutive quarter of double-digit  year-over-year  diluted
earnings per share growth from continuing operations. Revenue rose 11 percent to
$1.1 billion during the quarter,  which includes $10 million of revenue from the
sale of PROM (memory) chips and scale charts  associated  with the United States
Postal Service rate increase.
         Pitney Bowes Chairman and Chief  Executive  Officer Michael J. Critelli
assessed the company's first-quarter performance: "Our first quarter performance
reflects  the  strength  of our core  business  and our  success  in  profitable
expansion in new and existing markets.  We are pleased that our ongoing focus on
enhancing  shareholder  value continues to provide  excellent  financial results
such as our  year-over-year  improvement  in operating  and income  margins from
continuing  operations.  We also  experienced  year-over-year  operating  margin
improvements  in our two largest  business  segments  -- Mailing and  Integrated
Logistics  and Office  Solutions -- even as we continued to invest in and refine
our operations.



                                       2


         "Fortune  Magazine's  annual rankings  provide  additional  evidence of
Pitney Bowes' consistent  growth and superior  returns,  as we ranked number one
for the third  consecutive  year in  `profits  as a percent of  revenue'  in the
Computers,  Office Equipment Industry segment,  and our `profits as a percent of
stockholders' equity' ranked 36 out of the entire Fortune 500."
         The Mailing and  Integrated  Logistics  Segment  includes  revenues and
related  expenses  from the rental,  sale and  financing of mailing and shipping
equipment,  related supplies and service, and software.  During the quarter, the
segment posted strong revenue growth of 12 percent and a 20-percent  increase in
operating profit,  which included  significant  improvements in operating profit
from  international  operations.  Excluding  the sales of memory chips and scale
charts related to the U.S.  postal rate increase,  revenue grew 10 percent.  The
market demand for Pitney Bowes' comprehensive  portfolio of advanced mailing and
logistics  systems for  businesses  of all sizes  remains  strong.  The value in
providing  solutions which address multiple parts of the end-to-end  mailing and
shipping  cycle  --  from  creation  to  delivery  --  was  underscored  by  the
contribution of several  categories to the segment's solid  performance:
o    Mail Creation, led by the award-winning Pitney Bowes DocuMatchTM ,which 
     prints and prepares customized, one-to-one marketing materials
o    Integrated Logistics, which recently introduced ConquestTM, a software
     application for managing the integrated supply chain, and
o    The 3 SeriesTM Desktop  Inserting  System,  which allows low-to mid-volume
     mailers to automate the  collating,  folding and inserting of mail.
     During the  quarter, Pitney Bowes continued to aggressively  leverage the
opportunity  presented by the U.S.  Postal  Service  requirement  that customers
migrate to more advanced technology. As a result, Pitney Bowes leads the mailing
industry  in  upgrading  customers  to  more  advanced  mailing  systems,   with
approximately  95 percent of our meter unit base now  electronic or digital,  as
compared  to 78 percent  of our meter unit base at the end of the first  quarter
1998,  and 90 percent of our meter unit base at year-end  1998. The company also
continues to be the  undisputed  leader in digital  mailing  systems,  with this
category  comprising  almost 40 percent of our meter unit base.  This broadening
population  of digital  meters,  in turn,  continued  to benefit  the  segment's
performance because of the increasing stream of recurring supplies revenues that
it generates.


                                       3


         The Office  Solutions  Segment includes Pitney Bowes Office Systems and
Pitney Bowes  Management  Services.  First-quarter  performance  in this segment
featured  an eight  percent  growth in  revenue  and a  12-percent  increase  in
operating profit.
         During the  quarter,  Office  Systems'  revenue  grew by eight  percent
excluding  the impact of foreign  currency as  operating  profits  continued  to
increase  at  a  double-digit  rate.  The  organization  continues  to  leverage
relationships with Fortune 1000 facsimile customers to increase the mix of major
and  national  accounts in its copier  base.  To this end, the sales and service
organizations  are  accelerating  their  transition  to support  the digital and
networked products and systems these high-end customers require.
         Pitney Bowes Management  Services' revenue grew nine percent during the
quarter  as  the  company  pursued  its  strategy  of  disciplined,   profitable
expansion,   while  providing  superior  customer  service.  These  efforts,  in
conjunction with improved operating  efficiencies,  continued to drive operating
profit  growth at a faster  pace  than  revenue  growth.  Our  primary  business
challenge continues to center on account-by-account profitability.
         The Mortgage  Servicing  Segment  represents the operations of Atlantic
Mortgage and Investment  Corporation  (AMIC).  In this segment,  revenue grew 39
percent while operating profit decreased 18 percent.  This quarter's performance
reflects  industry-wide  conditions  which  resulted in higher rates of mortgage
pre-payments and associated additional  amortization costs compared to the first
quarter of 1998. As announced last quarter,  the company  continues to explore a
range of strategic options to address the changing profile of this business in a
way that maximizes shareholder value.
         The Capital Services  Segment  includes  primarily asset- and fee-based
income  generated  by large ticket  external  assets.  During the  quarter,  the
segment's  revenue  decreased by one percent and its operating  profit decreased
two percent.  The anticipated  revenue and operating profit declines relative to
first  quarter  1998 are  consistent  with the  company's  previously  announced
strategy  to shift  from  asset-based  income by  lowering  the  asset  base and
concentrating on fee-based income opportunities.


 

                                       4


        Mr. Critelli concluded,  "The momentum generated by the strength of our
core business, our investments and focus on profitable growth in 1998, continued
during  the  first  quarter  of this  year.  We  continue  to  deliver  advanced
technology  solutions  that  increase  the  impact  and  efficiency  of mail and
messaging  with  innovations  such as:  GalaxyTM,  the first digital  system for
mid-volume  mailers;  the Universal  AccessTM  copier  system,  a  technological
breakthrough  for workers with  disabilities;  the Pitney  Bowes 2050  facsimile
system, with a revolutionary touch screen user interface;  and, ClickStampTM,  a
PC-based  metering  system  currently  in Phase II Beta  testing with the United
States Postal Service.  This  combination of factors  underscores our confidence
that continued focus on maximizing  customer and shareholder value is the key to
our future success."
         As previously  announced,  the company initiated an 11.6-million  share
repurchase  program.  During the first  quarter  1999,  the company  repurchased
approximately 2.2 million shares on the open market under this program.
         First quarter 1999 revenue  included  $510.4 million from sales,  up 13
percent from $450.4  million in the first quarter of 1998;  $438.2  million from
rentals and financing,  up nine percent from $403.7 million;  and $133.2 million
from support services,  up eight percent from $123.0 million. Net income for the
period  was  $142.3  million,  or  52  cents  per  diluted  share,  compared  to
first-quarter 1998 net income of $129.7 million, or 46 cents per diluted share.
         Pitney  Bowes is a  global  provider  of  informed  mail and  messaging
management.
         The forward-looking  statements  contained in this news release involve
risks and  uncertainties,  and are subject to change based on various  important
factors  including  timely  development and acceptance of new products,  gaining
product approval,  successful entry into new markets, changes in interest rates,
and changes in postal regulations,  as more fully outlined in the company's 1998
Form 10-K Annual Report filed with the Securities and Exchange Commission.
                                 # # #
Note:  Consolidated  statements  of income for the three  months ended March 31,
1999 and 1998, and  consolidated  balance sheets as of March 31, 1999,  December
31, 1998, and March 31, 1998, are attached.





                                        Pitney Bowes Inc.
                                Consolidated Statements of Income
                                          (Unaudited)
(Dollars in thousands, except per share data) Three Months Ended March 31, --------------------------------------- 1999 1998 ------------------- ----------------- Revenue from: Sales $ 510,382 $ 450,425 Rentals and financing 438,223 403,683 Support services 133,217 122,989 ------------------- ----------------- Total revenue 1,081,822 977,097 ------------------- ----------------- Costs and expenses: Cost of sales 296,719 275,000 Cost of rentals and financing 139,481 118,889 Selling, service and administrative 361,028 330,982 Research and development 25,904 23,631 Interest, net 43,610 35,056 ------------------- ----------------- Total costs and expenses 866,742 783,558 ------------------- ----------------- Income from continuing operations before income taxes 215,080 193,539 Provision for income taxes 72,809 66,605 ------------------- ----------------- Income from continuing operations 142,271 126,934 Discontinued operations - 2,753 ------------------- ----------------- Net income $ 142,271 $ 129,687 =================== ================= Basic earnings per share Continuing operations $ 0.53 $ 0.45 Discontinued operations - 0.01 ------------------- ----------------- $ 0.53 $ 0.46 =================== ================= Diluted earnings per share Continuing operations $ 0.52 $ 0.45 Discontinued operations - 0.01 ------------------- ----------------- $ 0.52 $ 0.46 =================== ================= Average common and potential common shares outstanding 274,962,244 283,871,448 =================== =================
Pitney Bowes Inc. Consolidated Balance Sheets --------------------------- (Dollars in thousands, except per share data) (*) (Unaudited) (Unaudited) Assets 3/31/99 12/31/98 3/31/98 - ------ ----------- ---------- ----------- Current assets: Cash and cash equivalents $ 129,687 $ 125,684 $ 117,200 Short-term investments, at cost which approximates market 1,654 3,302 34,597 Accounts receivable, less allowances: 3/99 $25,667 12/98 $24,665 3/98 $21,962 419,002 382,406 347,263 Finance receivables, less allowances: 1,543,328 1,400,786 1,663,483 3/99 $51,114 12/98 $51,232 3/98 $57,519 Inventories 260,727 266,734 241,553 Other current assets and prepayments 350,659 330,051 376,447 ----------- ---------- ----------- Total current assets 2,705,057 2,508,963 2,780,543 ----------- ---------- ----------- Property, plant and equipment, net 474,985 477,476 495,189 Rental equipment and related inventories, net 829,470 806,585 799,377 Property leased under capital leases, net 3,418 3,743 4,219 Long-term finance receivables, less allowances: 3/99 $78,816 12/98 $79,543 3/98 $74,540 1,941,355 1,999,339 2,473,189 Investment in leveraged leases 841,780 827,579 758,932 Goodwill, net of amortization: 3/99 $49,588 12/98 $47,514 3/98 $42,522 223,213 222,980 204,058 Other assets 823,025 814,374 798,091 ----------- ---------- ---------- Total assets $7,842,303 $7,661,039 $8,313,598 =========== ========== ========== Liabilities and stockholders' equity - ------------------------------------ Current liabilities: Accounts payable and accrued liabilities $ 830,084 $ 898,548 $ 937,532 Income taxes payable 224,865 194,443 169,777 Notes payable and current portion of long-term obligations 1,483,599 1,259,193 1,718,449 Advance billings 393,829 369,628 377,343 ----------- ---------- ---------- Total current liabilities 2,932,377 2,721,812 3,203,101 ----------- ---------- ---------- Deferred taxes on income 949,322 920,521 937,507 Long-term debt 1,710,427 1,712,937 1,626,870 Other noncurrent liabilities 354,801 347,670 368,906 ----------- ---------- ---------- Total liabilities 5,946,927 5,702,940 6,136,384 ----------- ---------- ---------- Preferred stockholders' equity in a subsidiary company 310,000 310,097 300,000 Stockholders' equity: Cumulative preferred stock, $50 par value, 4% convertible 34 34 34 Cumulative preference stock, no par value, $2.12 convertible 1,976 2,031 2,159 Common stock, $1 par value 323,338 323,338 323,338 Capital in excess of par value 13,807 16,173 25,120 Retained earnings 3,146,946 3,073,839 2,811,675 Accumulated other comprehensive income (88,665) (88,217) (73,387) Treasury stock, at cost (1,812,060) (1,679,196) (1,211,725) ----------- ----------- ----------- Total stockholders' equity 1,585,376 1,648,002 1,877,214 ----------- ----------- ----------- Total liabilities and stockholders' equity $7,842,303 $7,661,039 $8,313,598 =========== =========== =========== (*) Certain prior year amounts have been reclassified to conform with the current year presentation.
Pitney Bowes Inc. Revenue and Operating Profit By Business Segment March 31, 1999 (Unaudited) (Dollars in thousands) % 1999 1998 Change ------------- ------------ ----------- First Quarter - ------------- Revenue ------- Mailing and Integrated Logistics $ 698,629 $ 626,240 12% Office Solutions 314,580 291,182 8% Mortgage Servicing 32,498 23,312 39% Capital Services 36,115 36,363 (1%) ------------- ------------ ------------ Total Revenue $1,081,822 $ 977,097 11% ============= ============ ============ Operating Profit (1) -------------------- Mailing and Integrated Logistics $ 174,525 $ 144,979 20% Office Solutions 58,545 52,459 12% Mortgage Servicing 5,700 6,913 (18%) Capital Services 8,182 8,345 (2%) ------------- ------------ ------------ Total Operating Profit $ 246,952 $ 212,696 16% ============= ============ ============ (1) Operating profit excludes general corporate expenses, income taxes and net interest other than that related to finance operations.