================================================================================

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

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

February 2, 2006 (February 1, 2006) 
Date of Report (Date of earliest event reported)

Pitney Bowes Inc.
(Exact name of registrant as specified in its charter)

Delaware                         1-3579              06-0495050
(State or other jurisdiction of    (Commission file number)   (I.R.S. Employer
incorporation or organization)                              Identification No.)

World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700
(Address of principal executive offices)

(203) 356-5000
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act 
(17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
(17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

================================================================================

ITEM 2.02.        RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information is furnished pursuant to Item 2.02 Disclosure of
"Results of Operations and Financial Condition."

On February 1, 2006, the registrant issued a press release setting forth its
financial results, including consolidated statements of income, supplemental
information, and a reconciliation of reported results to adjusted results for
the three and twelve months ended December 31, 2005 and 2004, and consolidated
balance sheets at December 31, 2005, September 30, 2005, and December 31, 2004.
A copy of the press release is attached hereto as Exhibit 99.1 and hereby
incorporated by reference.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

99.1     Press release of Pitney Bowes Inc. dated February 1, 2006

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 thereunto duly authorized.

Pitney Bowes Inc.

February 2, 2006

/s/ B.P. Nolop
-------------------------------------------
B.P. Nolop
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

/s/ S.J. Green
-------------------------------------------
S.J. Green
Vice President - Finance and
Chief Accounting Officer
(Principal Accounting Officer)

Exhibit 99.1
------------

PITNEY BOWES ANNOUNCES 4TH QUARTER RESULTS
------------------------------------------

STAMFORD, Conn., February 1, 2006 - Pitney Bowes Inc. (NYSE:PBI) today reported
fourth quarter and full year 2005 financial results.
Michael J. Critelli noted, "I am very pleased with our performance
during the quarter which featured strong growth in revenue, earnings before
interest and taxes (EBIT) and earnings per share. I am also pleased with the
progress we made throughout 2005 as successful execution of our growth
strategies resulted in more solutions, for more customers, in more places
worldwide. We are excited about the opportunities that lie before us in 2006 to
participate in even more segments of the growing global mailstream and deliver
even more value for our customers and shareholders."

2005 RESULTS
For the fourth quarter 2005, revenue increased 7 percent to $1.46
billion and net income was $93.6 million or $.41 per diluted share versus $.35
per diluted share in the prior year. For the full year, revenue increased 11
percent to $5.49 billion and net income was $526.6 million or $2.27 per diluted
share versus $2.05 per diluted share in the prior year.
During the quarter, the company recorded an after-tax restructuring
charge of $20 million as part of its ongoing restructuring initiatives. Also
during the quarter the company recorded a $56 million increase in its tax
reserves as a result of an adverse court opinion that another company received
related to the tax treatment of corporate owned life insurance (COLI)
investments.
Excluding the restructuring charge in both periods, the tax reserve
increase, and the legal settlement in the fourth quarter 2004, the company's
fourth quarter adjusted diluted earnings per share was $.74 versus $.71 in the
prior year. For the full year 2005, the adjusted diluted earnings per share was
$2.70 versus $2.54 in 2004. The following table presents a reconciliation of
earnings per share on a Generally Accepted Accounting Principles (GAAP) basis
and on an adjusted basis.

----------------------------- ------------ ------------ ---------------- -----------------
4Q05         4Q04      Full Year 2005   Full Year 2004
----------------------------- ------------ ------------ ---------------- -----------------

Adjusted EPS                      $0.74        $0.71          $2.70            $2.54
----------------------------- ------------ ------------ ---------------- -----------------

Restructuring                    ($0.09)      ($0.30)        ($0.16)          ($0.43)
----------------------------- ------------ ------------ ---------------- -----------------

Legal Settlement                   N/A        ($0.05)          N/A            ($0.05)
----------------------------- ------------ ------------ ---------------- -----------------

Foundation Contributions           N/A          N/A          ($0.03)            N/A
----------------------------- ------------ ------------ ---------------- -----------------

Tax Reserve Increase             ($0.24)        N/A          ($0.24)            N/A
----------------------------- ------------ ------------ ---------------- -----------------

GAAP EPS                          $0.41        $0.35          $2.27            $2.05
----------------------------- ------------ ------------ ---------------- -----------------

The company generated $107 million in cash from operations during the
quarter. Free cash flow for the quarter was $137 million. Free cash flow is
equal to cash from operations less capital expenditures of $76 million and
excludes $77 million of contributions to the company's pension funds and $30
million in restructuring payments during the quarter.
The company's cash from operations for the full year 2005 was $540
million. Free cash flow for the full year 2005 was $613 million. Free cash flow
for the year is equal to cash from operations less capital expenditures of $292
million and excludes $79 million of restructuring payments, a $200 million IRS
tax bond in the second quarter, $77 million of contributions to the company's
pension funds in the fourth quarter, and $10 million contributed to the
company's charitable foundations in the first quarter.
During the quarter, the company used $69 million to repurchase 1.7
million of its shares, bringing the totals for the year to $259 million and 5.9
million shares, at an average price of $43.53 per share for the year. The
company has $241 million of remaining authorization for future share
repurchases.

The company's Board of Directors authorized an increase of its common
stock dividend to an annualized rate of $1.28 per common share. A dividend of
$.32 per share will be paid in the first quarter, a one cent increase from the
prior year. Mr. Critelli noted, "Our higher rate of dividend increase this year
reflects our confidence in the strength of our business and cash flow. This
marks the twenty-fourth consecutive year that we have increased the dividend on
our common stock."
Global Mailstream Solutions includes worldwide revenue and related
expenses from the sale, rental, and financing of mail finishing, mail creation,
shipping, and production mail equipment; supplies; support services; payment
solutions; and mailing and customer communication software.
During the quarter, Global Mailstream Solutions revenue increased five
percent to $1.04 billion and EBIT increased seven percent to $326 million, when
compared with the fourth quarter of the prior year.
In the U.S., the quarter's revenue growth continued to be favorably
impacted by placements of networked digital mailing systems (especially small
and mid-sized systems), mail creation equipment, and supplies. Also, there
continued to be good demand for software products, as evidenced by the recent
decision of Microsoft to integrate Group 1 software into its online mapping
service.
Outside of the U.S., revenue grew ten percent. These results include
increased placements of mailing equipment with small businesses and increased
sales of supplies. In addition, revenue growth benefited from the acquisitions
of Groupe Mag and Danka Canada, but was negatively impacted by foreign currency
translation for the first time in more than three years. Revenue growth was also
negatively impacted by the comparison to very strong fourth quarter results in
2004.
Global Business Services includes worldwide revenue and related
expenses from facilities management contracts, reprographics, document
management, and other value-added services to key vertical markets; and mail
services operations, which include presort mail services, international outbound
mail services, and direct mail marketing services.

For the quarter, Global Business Services reported revenue growth of 12
percent to $383 million and EBIT growth of 61 percent to $31 million compared
with the fourth quarter of the prior year.
The company's management services operation reported a three percent
decline in revenue and a 23 percent improvement in EBIT. This reflects the
company's ongoing focus on enhancing profitability for this business.
Mail Services revenue grew 75 percent versus the fourth quarter last
year as a result of the expansion of its pre-sort and mail consolidation network
and the acquisition of Imagitas during the second quarter 2005. The EBIT margin
was eight percent, which was a significant improvement compared with the prior
year and reflects the company's continued integration of recently acquired
sites, as well as the addition of higher margin Imagitas revenue. Imagitas
benefited from the expansion last quarter of its marketing services for the
motor vehicle registration process to a fifth state and the fourth-quarter
launch of the catalog request form as an enhanced offering in the USPS move
update kit.
Capital Services revenue for the quarter increased nine percent to $34
million and EBIT increased 21 percent to $21 million as a result of asset sales
in the fourth quarter of 2005.
In 2005, the company announced that it had entered into a definitive
agreement to effect a sponsored spin-off of most of the Capital Services assets.
Subject to customary regulatory approvals, the new entity will be an
independent, publicly traded company consisting of most of the assets in the
Capital Services segment. During the quarter, these assets contributed two cents
per diluted share, compared with three cents in the fourth quarter 2004.
Included in the quarter's results was a two cent per diluted share contribution
from asset sales and a two cent per diluted share charge resulting primarily
from the revision of the accounting for certain lease transactions, and
favorable adjustments to the Capital Services tax provisions. In accordance with
the revisions, the company grossed up the related lease assets and non-recourse
debt on its consolidated balance sheets.
In January the company received a favorable letter ruling from the IRS
that the spin-off would be tax-free to its shareholders. The company is
considering its options with respect to the Imagistics lease portfolio, which
was to be part of the new entity. Any sale or other disposition of the
Imagistics portfolio will be subject to a supplemental IRS letter ruling.
The company continues to manage the Capital Services business to
maximize its value to shareholders, as evidenced by the asset sales completed
during the year, and continues to expect that the spin-off will occur in 2006.

2006 Outlook
Looking forward to 2006, the company expects revenue growth in the
range of four to six percent for the first quarter and full year, including the
impact of strategic transactions announced to date and the expected negative
impact from currency translation. The company's earnings expectations for the
first quarter and full year 2006 are as follows:

--------------------------- ------------------- --------------- ------------------ ------------------
1Q06               1Q05        Full Year 2006     Full Year 2005
--------------------------- ------------------- --------------- ------------------ ------------------

Adjusted EPS                  $0.61 to $0.63         $0.58        $2.69 to $2.77          $2.51
--------------------------- ------------------- --------------- ------------------ ------------------

Restructuring                ($0.02 to $0.05)        $0.04       ($0.05 to $0.10)        ($0.16)
--------------------------- ------------------- --------------- ------------------ ------------------

Capital Services              $0.01 to $0.03         $0.03        $0.05 to $0.07          $0.11
--------------------------- ------------------- --------------- ------------------ ------------------

Foundation Contributions           N/A              ($0.03)            N/A               ($0.03)
--------------------------- ------------------- --------------- ------------------ ------------------

Tax Reserve Increase               N/A                N/A              N/A               ($0.24)
--------------------------- ------------------- --------------- ------------------ ------------------

GAAP EPS                      $0.57 to $0.64         $0.62        $2.64 to $2.79          $2.19
--------------------------- ------------------- --------------- ------------------ ------------------

In the first quarter 2006, the company began expensing the cost of its
stock option plans on a retroactive basis. Earnings per share amounts shown
above for the first quarter of 2006 and 2005 include $0.02 per share for stock
option expense. For the full year 2006, stock option expense is estimated in the
range of $0.08 to $0.09, compared with $0.08 for 2005.
While the company anticipates that the Capital Services business will
be spun-off during 2006, it has included a full year of revenue and earnings
contribution for its guidance.
During 2006, the company expects to record after-tax restructuring
charges related primarily to the completion of programs initiated in 2005.
As noted above, the board of directors declared a quarterly cash
dividend of the company's common stock of 32 cents per share, payable March 12,
2006, to stockholders of record on February 17, 2006. The board also declared a
quarterly cash dividend of 53 cents per share on the company's $2.12 convertible
preference stock, payable April 1, 2006, to stockholders of record on March 15,
2006, and a quarterly cash dividend of 50 cents per share on the company's 4%
convertible cumulative preferred stock, payable May 1, 2006 to stockholders of
record on April 14, 2006.

Management of Pitney Bowes will discuss the company's financial results
in a conference call today scheduled for 5:00 p.m. EST. Instructions for
listening to the conference call over the WEB are available on the Investor
Relations page of the company's web site at http://www.pb.com/investorrelations.
Pitney Bowes engineers the flow of communication. The company is a $5.5
billion global leader of mailstream solutions headquartered in Stamford,
Connecticut. For more information about the company, its products, services and
solutions, visit www.pitneybowes.com.
Pitney Bowes has presented in this earnings release diluted earnings
per share on an adjusted basis. Also, management has included a presentation of
free cash flow on an adjusted basis and earnings before interest and taxes
(EBIT). Management believes this presentation provides a reasonable basis on
which to present the adjusted financial information, and is provided to assist
in investors' understanding of the company's results of operations. The
company's financial results are reported in accordance with generally accepted
accounting principles (GAAP). However, the earnings per share and free cash flow
results are adjusted to exclude the impact of special items such as
restructuring charges and write downs of assets, which materially impact the
comparability of the company's results of operations. Restructuring charges
often reflect retooling of the business in an episodic way. Although they
represent actual expenses to the company, these episodic charges might mask the
periodic income associated with our business had there not been a retooling. The
use of free cash flow has limitations. GAAP cash flow has the advantage of
including all cash available to the company after actual expenditures for all
purposes. Free cash flow permits a shareholder insight into the amount of cash
that management could have available for discretionary uses if it made different
decisions about employing its cash. It adjusts for long-term commitments such as
capital expenditures, as well as special items like cash used for restructuring
charges and contributions to its pension funds. Of course, each of these items
uses cash that is not otherwise available to the company and are important
expenditures. Management compensates for these limitations by using a
combination of GAAP cash flow and free cash flow in doing its planning.
The adjusted financial information and certain financial measures such
as EBIT are intended to be more indicative of the ongoing operations and
economic results of the company. EBIT excludes interest payments and taxes, both
cash items, and as a result, has the effect of showing a greater amount of
earnings than net income. The company uses EBIT, in addition to net income, for
purposes of measuring the performance of its unit management team. The interest
rates and tax rates applicable to the company generally are outside the control
of management, and it can be useful to judge performance independent of those
variables.

The adjusted financial information should be viewed as a supplement to,
rather than a replacement for, the financial results reported in accordance with
GAAP. Further, our definition of this adjusted financial information may differ
from similarly titled measures used by other companies.
Pitney Bowes has provided in supplemental schedules attached for
reference adjusted financial information and a quantitative reconciliation of
the differences between the adjusted financial measures with the financial
measures calculated and presented in accordance with GAAP, except with respect
to our guidance because it would not be meaningful. Additional reconciliation of
adjusted financial measures to financial measures calculated and presented in
accordance with GAAP may be found at the company's web site
http://www.pb.com/investorrelations in the Investor Relations section.
The statements contained in this news release that are not purely
historical are forward-looking statements with the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements may be identified by their use of forward-looking terminology
such as the words "expects," "anticipates," "intends" and other similar words.
Such forward-looking statements include, but are not limited to, statements
about possible restructuring charges and our future guidance, including our
expected revenue in the first quarter and full year 2006, and our expected
diluted earnings per share for the first quarter and for the full year 2006.
Such forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those projected. These risks and
uncertainties include, but are not limited to: severe adverse changes in the
economic environment, timely development and acceptance of new products or
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 2004 Form 10-K Annual Report filed with the Securities and Exchange
Commission. In addition, the forward-looking statements are subject to change
based on the timing and specific terms of any announced acquisitions or business
spin-offs. The forward-looking statements contained in this news release are
made as of the date hereof and we do not assume any obligation to update the
reasons why actual results could differ materially from those projected in the
forward-looking statements.
================================================================================
Note: Consolidated statements of income for the three and twelve months ended
December 31, 2005 and 2004, and consolidated balance sheets at December 31,
2005, September 30, 2005, and December 31, 2004, are attached.

Pitney Bowes Inc.
Consolidated Statements of Income
(Unaudited)

(Dollars in thousands, except per share data)

Three Months Ended                   Twelve Months Ended
December 31,                          December 31,
---------------------------------    --------------------------------
2005          2004 (1)               2005         2004 (1)
---------------   ---------------    ---------------  ---------------

Revenue from:
Sales                                 $       470,580   $       446,768    $     1,633,348  $     1,462,967
Rentals                                       195,256           202,510            801,285          804,351
Financing                                     171,982           153,971            650,226          597,792
Support services                              202,967           184,863            791,360          680,702
Business services                             383,418           343,284          1,477,459        1,270,113
Capital services                               33,584            30,699            138,505          141,515
---------------   ---------------    ---------------  ---------------

Total revenue                           1,457,787         1,362,095          5,492,183        4,957,440
---------------   ---------------    ---------------  ---------------

Costs and expenses:
Cost of sales                                 204,079           200,036            711,373          663,584
Cost of rentals                                40,702            40,104            165,963          164,074
Cost of support services                      100,675            92,998            407,044          353,658
Cost of business services                     306,925           285,322          1,194,649        1,046,747
Cost of Capital Services                            -                 -                  -           13,017
Selling, general and administrative           440,261           409,993          1,685,419        1,506,308
Research and development                       42,933            42,272            164,806          159,835
Interest, net                                  56,884            46,083            208,258          173,469
Restructuring charge                           30,170           110,780             53,650          157,634
Other expense                                  23,897            19,666             33,897           19,666
---------------   ---------------    ---------------  ---------------

Total costs and expenses                  1,246,526         1,247,254          4,625,059        4,257,992
---------------   ---------------    ---------------  ---------------

Income before income taxes                       211,261           114,841            867,124          699,448

Provision for income taxes                       117,617            32,143            340,546          218,922
---------------   ---------------    ---------------  ---------------

Net income                               $        93,644   $        82,698    $       526,578  $       480,526
===============   ===============    ===============  ===============

Basic earnings per share                 $          0.41   $          0.36    $          2.30  $          2.08
===============   ===============    ===============  ===============

Diluted earnings per share               $          0.41   $          0.35    $          2.27  $          2.05
===============   ===============    ===============  ===============

Average common and potential common
shares outstanding                        229,857,650       233,596,974        231,771,812      234,133,211
===============   ===============    ===============  ===============

<FN>

(1) Prior year amounts have been reclassified to conform with the current year
presentation.
</FN>

Pitney Bowes Inc.
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
Assets                                                             12/31/05        9/30/05(1)       12/31/04(1)
--------------   --------------   --------------

Current assets:
Cash and cash equivalents                                       $      243,509   $      294,527   $      316,217
Short-term investments, at cost which approximates market               56,193           50,703            3,933
Accounts receivable, less allowances:
12/05  $46,261  9/05  $47,726  12/04  $50,254                     658,198          637,054          567,772
Finance receivables, less allowances:
12/05  $52,622  9/05  $64,449  12/04  $69,193                   1,342,446        1,358,437        1,396,269
Inventories                                                            220,918          228,708          206,697
Other current assets and prepayments                                   221,051          214,087          197,874
--------------   --------------   --------------

Total current assets                                                 2,742,315        2,783,516        2,688,762
--------------   --------------   --------------

Property, plant and equipment, net                                     621,954          626,737          644,495
Rental property and equipment, net                                   1,022,031        1,015,875        1,046,336
Property leased under capital leases, net                                2,611            3,667            3,081
Long-term finance receivables, less allowances:
12/05  $76,240  9/05  $78,887 12/04 $94,481                        1,841,673        1,767,038        1,779,805
Investment in leveraged leases                                       1,470,025        1,464,218        1,477,755
Goodwill                                                             1,611,786        1,623,505        1,411,381
Intangible assets, net                                                 347,414          360,585          323,737
Other assets                                                           961,573          874,646          836,274
--------------   --------------   --------------

Total assets                                                    $   10,621,382   $   10,519,787   $   10,211,626
==============   ==============   ==============
Liabilities and stockholders' equity 
Current liabilities:
Accounts payable and accrued liabilities                        $    1,538,860   $    1,465,538   $    1,487,239
Income taxes payable                                                    55,903          135,684          218,605
Notes payable and current portion of long-term obligations             857,742          962,504        1,210,475
Advance billings                                                       458,392          467,522          421,819
--------------   --------------   --------------
Total current liabilities                                            2,910,897        3,031,248        3,338,138
--------------   --------------   --------------

Deferred taxes on income                                             1,922,258        1,786,609        1,765,113
Long-term debt                                                       3,849,623        3,689,759        3,164,688
Other noncurrent liabilities                                           326,663          331,642          343,606
--------------   --------------   --------------
Total liabilities                                                    9,009,441        8,839,258        8,611,545
--------------   --------------   --------------
Preferred stockholders' equity in a subsidiary company                 310,000          310,000          310,000
Stockholders' equity:
Cumulative preferred stock, $50 par value, 4% convertible                17               17               19
Cumulative preference stock, no par value, $2.12 convertible          1,158            1,160            1,252
Common stock, $1 par value                                          323,338          323,338          323,338
Retained earnings                                                 4,485,051        4,452,852        4,243,404
Accumulated other comprehensive income                               76,917          118,121          135,526
Treasury stock, at cost                                          (3,584,540)      (3,524,959)      (3,413,458)
--------------   --------------   --------------
Total stockholders' equity                                           1,301,941        1,370,529        1,290,081
--------------   --------------   --------------

Total liabilities and stockholders' equity                      $   10,621,382   $   10,519,787   $   10,211,626
==============   ==============   ==============

<FN>

(1) Prior year amounts have been reclassified to conform with the current year
presentation.
</FN>

Pitney Bowes Inc.
Revenue and EBIT
Supplemental Information
December 31, 2005
(Unaudited)

(Dollars in thousands)
%
2005              2004 (2)           Change
----------------   -----------------   ---------------

Fourth Quarter

Revenue

Global Mailstream Solutions     $      1,040,785   $         988,112                5%
Global Business Services                 383,418             343,284               12%
Capital Services                          33,584              30,699                9%
----------------   -----------------   ---------------

Total Revenue                   $      1,457,787   $       1,362,095                7%
================   =================   ===============

EBIT (1)

Global Mailstream Solutions     $        326,184   $         303,795                7%
Global Business Services                  30,856              19,135               61%
Capital Services                          21,261              17,636               21%
----------------   -----------------   ---------------

Total EBIT                               378,301             340,566               11%

Unallocated amounts:
Interest, net                         (56,884)            (46,083)
Corporate expense                     (56,089)            (49,196)
Restructuring charge                  (30,170)           (110,780)
Other expense                         (23,897)            (19,666)
----------------   -----------------

Income before income taxes         $        211,261   $         114,841
================   =================

<FN>

(1) Earnings before interest and taxes (EBIT) excludes general corporate
expenses.

(2) Prior year amounts have been reclassified to conform with the current year
presentation.
</FN>

Pitney Bowes Inc.
Revenue and EBIT
Supplemental Information
December 31, 2005
(Unaudited)

(Dollars in thousands)
%
2005               2004 (2)           Change
-------------------  ------------------   --------------

Annual

Revenue

Global Mailstream Solutions      $         3,876,219  $        3,545,812               9%
Global Business Services                   1,477,459           1,270,113              16%
Capital Services                             138,505             141,515              (2%)
-------------------  ------------------   --------------

Total Revenue                    $         5,492,183  $        4,957,440              11%
===================  ==================   ==============

EBIT (1)

Global Mailstream Solutions      $         1,170,471  $        1,075,967               9%
Global Business Services                      98,042              66,314              48%
Capital Services                              83,055              87,461              (5%)
-------------------  ------------------   --------------

Total EBIT                                 1,351,568           1,229,742              10%

Unallocated amounts:
Interest, net                             (208,258)           (173,469)
Corporate expense                         (188,639)           (179,525)
Restructuring charge                       (53,650)           (157,634)
Other expense                              (33,897)            (19,666)
-------------------  ------------------
Income before income taxes       $           867,124  $          699,448
===================  ==================

<FN>

(1) Earnings before interest and taxes (EBIT) excludes general corporate
expenses.

(2) Prior year amounts have been reclassified to conform with the current year
presentation.

</FN>

Pitney Bowes Inc.
Reconciliation of Reported Consolidated Results to Adjusted Results
(Unaudited)

(Dollars in thousands, except per share amounts)

Three months ended              Twelve months ended
December 31,                    December 31,
---------------  ---------------  ------------------------------
2005             2004            2005            2004
---------------  ---------------  --------------  --------------

GAAP income from continuing operations
before income taxes, as reported                $       211,261  $       114,841  $      867,124  $      699,448
Restructuring charge                                   30,170          110,780          53,650         157,634
Legal settlements                                           -           19,666               -          19,666
Contributions to charitable foundations                     -                -          10,000               -
---------------  ---------------  --------------  --------------
Income from continuing operations
before income taxes, as adjusted                        241,431          245,287         930,774         876,748
Provision for income taxes, as adjusted                    71,573           79,107         305,948         282,749
---------------  ---------------  --------------  --------------
Income from continuing operations, as adjusted    $       169,858  $       166,180  $      624,826  $      593,999
===============  ===============  ==============  ==============

GAAP diluted earnings per share, as reported      $          0.41  $          0.35  $         2.27  $         2.05
Restructuring charge                                     0.09             0.30            0.16            0.43
Tax charge                                               0.24                -            0.24               -
Legal settlements                                           -             0.05               -            0.05
Contributions to charitable foundations                     -             -               0.03               -
---------------  ---------------  --------------  --------------
Diluted earnings per share from continuing
operations, as adjusted                         $          0.74  $          0.71  $         2.70  $         2.54
===============  ===============  ==============  ==============

GAAP net cash provided by operating activities,
as reported                                     $       106,994  $       216,821  $      539,593  $      944,639
Capital expenditures                                  (76,104)         (90,757)       (219,550)       (316,982)
Restructuring payments                                 29,622           21,207          78,544          66,055
Pension plan investment                                76,508                -          76,508               -
Contributions to charitable foundations                     -                -          10,000               -
IRS bond payment                                            -                -         200,000               -
---------------  ---------------  --------------  --------------
Free cash flow, as adjusted                       $       137,020  $       147,271  $      613,095  $      693,712
===============  ===============  ==============  ==============

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Note: The sum of the earnings per share amounts may not equal the totals above due to rounding.

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