SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*
De Palma Vincent

(Last) | (First) | (Middle)
ONE ELMCROFT ROAD

(Street)
STAMFORD | CT | 069260700

(City) | (State) | (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2005

3. Issuer Name and Ticker or Trading Symbol
PITNEY BOWES INC /DE/ [ PBI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| Director | | 10% Owner
X | Officer (give title below) | | Other (specify below)
EVP & President, PBMS

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
X | Form filed by One Reporting Person
| Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock | 6,000 | D |

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
Stock Option | 07/11/2006 | 07/10/2015 | Common Stock | 25,000 | 43.17 | D | |
Explanation of Responses:
Remarks:
| By: Patricia M. Johnson-POA | 12/19/2005
| ** Signature of Reporting Person | Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

Know All By These Presents, that the undersigned constitutes and appoints Amy C.
Corn, Bruce P. Nolop, Patricia M. Johnson, and Michele Coleman Mayes, and each
of them acting individually, as true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for the undersigned and in
the undersigned's name, place and stead, in any and all capacities, to:

(i)      Sign any Forms 3, 4 and 5, and any and all amendments thereto, in
accordance with Section 16(a) of the Securities Exchange Act of 1934
("Exchange Act") and the regulations thereunder; and

(ii)     File such Forms 3, 4, 5, or amendments thereto, and all documents in
connection therewith, with the Securities and Exchange Commission and
any applicable stock exchange.

The undersigned further grants unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done with respect to the filing of Forms 3, 4 and
5 or any amendments thereto as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney and authorization shall remain in effect until the
undersigned files with the Securities and Exchange Commission a notice of
revocation of this Power of Attorney by attaching such notice to the
undersigned's Form 3, Form 4 or Form 5.

Executed on this ______ day of _____________, 2005.

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Vincent De Palma