SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

AMENDMENT NO. 2

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

PITNEY BOWES INC.
----------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

Delaware                                        06-0495050
- ------------------------------------------                ----------------------
(State of Incorporation or Organization)                      (IRS Employer
Identification No.)

World Headquarters, Stamford, Connecticut                       06926-0700
- -------------------------------------------               ----------------------
(Address of principal  executive offices)                       (zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class                       Name of Each Exchange on Which
to be so Registered                       Each Class is to be Registered

Preference  Share  Purchase  Rights             New York  Stock  Exchange

Securities  to be registered pursuant to Section 12(g) of the Act:

None
----------------
(Title of Class)

Item 1. Description of Registrant's Securities to be Registered.

On  November  23,  1998,  Pitney  Bowes Inc.  (the  "Company")
entered into an Appointment  Agreement and First  Amendment to Rights  Agreement
(the "First  Amendment") with Chase Mellon Shareholder  Services,  LLC (formerly
Chemical Mellon  Shareholder  Services,  LLC) ("Chase  Mellon")and First Chicago
Trust Company of New York ("First  Chicago")  providing for the  appointment  of
First Chicago as successor Rights Agent. On January 16, 1998,  Pitney Bowes Inc.
(the "Company")  effected a two-for-one  stock split in the form of a 100% stock
distribution  to  stockholders  of record on December  29, 1997.  The  following
description of the Company's  preference  share purchase  rights gives effect to
the First Amendment and the adjustments resulting from such split.

On December  11,  1995,  the Board of Directors of the Company
declared a dividend of one preference  share purchase right (a "Right") for each
outstanding  share of common  stock,  par value  $1.00  per share  (the  "Common
Shares"),  of the  Company.  The  dividend  was paid on  February  20, 1996 (the
"Record Date") to the stockholders of record on that date. Each Right originally
entitled the registered holder to purchase from the Company one one-hundredth of
a share of Series A Junior  Participating  Preference  Stock,  without par value
(the  "Preference  Shares"),  of the  Company  at a  price  of  $195.00  per one
one-hundredth  of  a  Preference  Share  (the  "Purchase  Price"),   subject  to
adjustment.  As a result of the stock split,  each Right currently  entitles the
registered holder to purchase one two-hundredth of a Preference Share at a price
of $97.50 per one two-hundredth of a Preference Share. The description and terms
of the  Rights are set forth in a Rights  Agreement,  dated as of  December  11,
1995, as amended by the First  Amendment (the "Rights  Agreement"),  between the
Company and First Chicago, as successor Rights Agent (the "Rights Agent").

Until the  earlier to occur of (i) 10 days  following a public
announcement  that a person or group of  affiliated  or  associated  persons (an
"Acquiring  Person")  have acquired  beneficial  ownership of 20% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors  prior to such time as any person
or group of  affiliated  persons  becomes an  Acquiring  Person)  following  the
commencement  of, or  announcement  of an  intention  to make, a tender offer or
exchange  offer  the  consummation  of  which  would  result  in the  beneficial
ownership by a person or group of 20% or more of the  outstanding  Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights are
evidenced by the Common Share certificates.

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The Rights  Agreement  provides that,  until the  Distribution
Date (or earlier  redemption or  expiration  of the Rights),  the Rights will be
transferred with and only with the Common Shares.  Until the  Distribution  Date
(or  earlier  redemption  or  expiration  of  the  Rights),   new  Common  Share
certificates  issued  after the Record  Date upon  transfer  or new  issuance of
Common  Shares will  contain a notation  incorporating  the Rights  Agreement by
reference.  Until the Distribution Date (or earlier  redemption or expiration of
the Rights),  the surrender for transfer of any  certificates  for Common Shares
outstanding  as of the Record  Date will also  constitute  the  transfer  of the
Rights  associated with the Common Shares  represented by such  certificate.  As
soon as  practicable  following the  Distribution  Date,  separate  certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common  Shares as of the close of business on the  Distribution  Date and
such separate Right Certificates alone will evidence the Rights.

The Rights are not exercisable  until the  Distribution  Date.
The Rights  will expire on February  20,  2006 (the  "Final  Expiration  Date"),
unless the Final  Expiration  Date is  extended or unless the Rights are earlier
redeemed or exchanged  by the Company,  in each case,  as described  below.  The
Purchase Price payable,  and the number of Preference Shares or other securities
or property issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent  dilution (i) in the event of a stock  dividend on, or a
subdivision,  combination or  reclassification  of, the Preference Shares,  (ii)
upon the grant to holders of the Preference Shares of certain rights or warrants
to  subscribe  for or  purchase  Preference  Shares  at a price,  or  securities
convertible  into  Preference  Shares  with a  conversion  price,  less than the
then-current   market  price  of  the  Preference   Shares  or  (iii)  upon  the
distribution to holders of the Preference Shares of evidences of indebtedness or
assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
retained earnings or dividends payable in Preference  Shares) or of subscription
rights or warrants (other than those referred to above).

The  number  of  outstanding  Rights  and the  fractions  of a
Preference  Share  issuable  upon  exercise  of each  Right are also  subject to
adjustment  in the  event  of a stock  split  of the  Common  Shares  or a stock
dividend  on the  Common  Shares  payable  in  Common  Shares  or  subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

Preference Shares purchasable upon exercise of the Rights will
not be redeemable.  Each Preference Share will be

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entitled to a minimum  preferential  quarterly  dividend payment of $1 per share
but will be entitled to an aggregate dividend of 200 times the dividend declared
per Common Share.  In the event of  liquidation,  the holders of the  Preference
Shares will be entitled to a minimum  preferential  liquidation  payment of $100
per share but will be entitled to an aggregate  payment of 200 times the payment
made per  Common  Share.  Each  Preference  Share  will have 200  votes,  voting
together  with  the  Common  Shares.  Finally,  in  the  event  of  any  merger,
consolidation  or other  transaction in which Common Shares are exchanged,  each
Preference  Share will be entitled to receive 200 times the amount  received per
Common Share. These rights are protected by customary antidilution provisions.

Because  of the  nature of the  Preference  Shares'  dividend,
liquidation and voting rights, the value of the one two-hundredth  interest in a
Preference Share purchasable upon exercise of each Right should  approximate the
value of one Common Share.

In the event that the Company is acquired in a merger or other
business  combination  transaction or 50% or more of its consolidated  assets or
earning  power are sold after a person or group has become an Acquiring  Person,
proper  provision  will be made so that each  holder of a Right will  thereafter
have the  right  to  receive,  upon the  exercise  thereof  at the then  current
exercise  price of the  Right,  that  number of  shares  of common  stock of the
acquiring company which at the time of such transaction will have a market value
of two times the  exercise  price of the Right.  In the event that any person or
group of affiliated or associated  persons becomes an Acquiring  Person,  proper
provision  shall be made so that  each  holder  of a Right,  other  than  Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter  have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.

At any time  after any person or group  becomes  an  Acquiring
Person and prior to the  acquisition  by such  person or group of 50% or more of
the  outstanding  Common  Shares,  the Board of  Directors  of the  Company  may
exchange the Rights  (other than Rights owned by such person or group which will
have  become  void),  in whole or in part,  at an  exchange  ratio of one Common
Share, or one  two-hundredth  of a Preference Share (or of a share of a class or
series of the Company's  preference stock having equivalent rights,  preferences
and privileges), per Right (subject to adjustment).

With certain exceptions, no adjustment in the Purchase Price 
will be required until cumulative adjustments require an

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adjustment  of at least 1% in such  Purchase  Price.  No  fractional  Preference
Shares will be issued (other than fractions which are integral  multiples of one
one-hundredth of a Preference Share,  which may, at the election of the Company,
be evidenced by depositary  receipts) and in lieu thereof, an adjustment in cash
will be made  based on the  market  price of the  Preference  Shares on the last
trading day prior to the date of exercise.

At any time prior to the  acquisition  by a person or group of
affiliated or associated  persons of beneficial  ownership of 20% or more of the
outstanding  Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.005 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time on such
basis with such  conditions as the Board of Directors in its sole discretion may
establish.  Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

The  terms  of the  Rights  may be  amended  by the  Board  of
Directors  of the  Company  without  the  consent of the  holders of the Rights,
including an amendment to lower certain  thresholds  described above to not less
than the  greater  of (i) the sum of .001%  and the  largest  percentage  of the
outstanding  Common Shares then known to the Company to be beneficially owned by
any person or group of  affiliated or  associated  persons and (ii) 10%,  except
that from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring  Person no such amendment may adversely  affect the
interests of the holders of the Rights.

Until a Right is exercised,  the holder thereof, as such, will
have no rights as a stockholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.

The Rights have certain anti-takeover  effects. The Rights may
cause  substantial  dilution  to a person or group that  attempts to acquire the
Company  on terms not  approved  by the  Company's  Board of  Directors,  except
pursuant  to an offer  conditioned  on a  substantial  number  of  Rights  being
acquired.  The Rights  should not  interfere  with any merger or other  business
combination  approved by the Board of Directors since the Rights may be redeemed
by the Company at the Redemption  Price prior to the time that a person or group
has acquired beneficial ownership of 20% or more of the Common Shares.

The Rights Agreement, specifying the terms of the Rights and
including the form of the Certificate of Designations

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setting forth the terms of the Preference  Shares as an exhibit  thereto and the
Certificate of Adjustment  dated as of January 16, 1998, are attached  hereto as
exhibits and are incorporated herein by reference.  The foregoing description of
the Rights is qualified in its entirety by reference to such exhibits.

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Item 2. Exhibits.

Location

1.  Rights Agreement, dated as of December                  Original 
11, 1995, between Pitney Bowes Inc. and                 Filing
Chemical Mellon Shareholder Services,
L.L.C., which includes the form of
Certificate of Designations setting forth
the terms of the Series A Junior
Participating Preference Stock, without
par value, as Exhibit A, the form of
Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preference
Shares as Exhibit C.

2.  Certificate of Adjustment to the Rights                 Amendment 
Agreement dated as of January 16, 1998.                No. 1

3.  Appointment  Agreement  and  First  Amendment           This Filing
to Rights Agreement, dated as of November               at Page 10
23, 1998 by and between  Pitney Bowes Inc.,
Chase Mellon  Shareholder  Services,  LLC
(formerly Chemical  Mellon  Shareholder
Services,  LLC)  and First Chicago Trust
Company of New York.

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SIGNATURE

Pursuant to the  requirements  of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:   December  8, 1998

PITNEY BOWES INC.

By:  /s/ Amy Corn
-----------------------------------
Name:  Amy Corn
Title: Corporate Secretary and
Senior Associate General
Counsel

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EXHIBIT LIST

Exhibit No.

1.   Rights Agreement,  dated as of December 11, 1995, between Pitney Bowes Inc.
and Chemical Mellon Shareholder  Services,  L.L.C., which includes the form
of  Certificate  of  Designations  setting  forth the terms of the Series A
Junior Participating Preference Stock, without par value, as Exhibit A, the
form of Right  Certificate  as  Exhibit  B and the  Summary  of  Rights  to
Purchase  Preference  Shares as Exhibit C.  (incorporated  by  reference to
Original Filing of Form 8-A)

2.   Certificate of Adjustment  dated as of January 16, 1998.  (incorporated  by
reference to Form 8-A/A Amendment No. 1)

3.   Appointment Agreement and First Amendment to Rights Agreement,  dated as of
November  23,  1998  by  and  between  Pitney  Bowes  Inc.,   Chase  Mellon
Shareholder  Services,  LLC (formerly Chemical Mellon Shareholder Services,
LLC) and First Chicago Trust Company of New York.

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APPOINTMENT AGREEMENT AND FIRST AMENDMENT TO RIGHTS AGREEMENT

This  Appointment  Agreement  and  First  Amendment  to Rights
Agreement ("First Amendment") is made effective the 23rd day of November,  1998,
by and among  Pitney  Bowes  Inc.  (the  "Company"),  Chase  Mellon  Shareholder
Services,  LLC (Formerly  Chemical  Mellon  Shareholder  Services,  LLC) ("Chase
Mellon") and First  Chicago  Trust  Company of New York (the  "Successor  Rights
Agent"),  and supplements and amends that certain Rights Agreement,  dated as of
December 11, 1995, by and between the Company and Chase Mellon,  as Rights Agent
(the "Rights Agreement").

RECITALS

WHEREAS,  the Company and Chase Mellon have previously entered
into the Rights  Agreement,  pursuant to which Chase Mellon was appointed Rights
Agent thereunder; and

WHEREAS,  the Company desires to appoint,  effective as of the
opening of business on November 23, 1998 (the "Appointment Time"), the Successor
Rights  Agent as sole and  successor  Rights  Agent  to  Chase  Mellon,  and the
Successor Rights Agent desires to accept such appointment; and

WHEREAS,   the  appointment  of  the  Successor  Rights  Agent
requires certain amendments to the Rights Agreement, as described herein;

NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual agreements set forth herein, the parties hereto agree as follows:

Section 1. Effective as of the  Appointment  Time, and subject
to Section 21 of the Rights  Agreement,  Chase Mellon  resigns and is discharged
from its duties, as Rights Agent;  provided,  however,  that, in connection with
the  foregoing,  the Company  hereby waives any right to 30 days advance  notice
thereof that it may have pursuant to Section 21 of the Rights Agreement.

Section 2. Effective as of the Appointment  Time, and pursuant
to Section 21 of the Rights Agreement, the Company appoints the Successor Rights
Agent as Successor  Rights Agent,  and the  Successor  Rights Agent accepts such
appointment, such

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appointment to have the effect set forth in Section 21 of the Rights  Agreement.
Chase Mellon  agrees that the  execution  and  delivery of this First  Amendment
shall be deemed for all  purposes  of the Rights  Agreement  to  constitute  the
notice of the appointment of a Successor Rights Agent contemplated by Section 21
of the Rights Agreement.

Section  3.  Effective  as  of  the   Appointment   Time,  all
references in the Rights Agreement, including without limitation in Section 3(c)
thereof  (and  in  any  Exhibit  to  the  Rights  Agreement,  including  without
limitation  the form of  Right  Certificate),  to  Chemical  Mellon  Shareholder
Services,  LLC shall be deemed to be amended to be references to "First  Chicago
Trust Company of New York."

Section  4.  Section  21 of the  Rights  Agreement  is  hereby
amended by deleting the fifth sentence  thereof and  substituting the following:
"Any  successor  Rights  Agent,  whether  appointed  by the Company or by such a
court, shall be a Person (excluding any individual) organized and doing business
under the laws of the United States or of the State of New York (or of any other
state of the United States so long as such person  (excluding any individual) is
authorized to do business in the State of New York), in good standing, having an
office in the State of New York, which is authorized under such laws to exercise
corporate  trust or stock  transfer  powers  and is subject  to  supervision  or
examination  by  federal  or  state  authority  and  which,  at the  time of its
appointment as Rights Agent either (a) has a combined  capital and surplus of at
least  $25  million,  or (b) has as its  parent a  corporation  which  meets the
requirement set forth in clause (a) of this sentence."

Section  5.  Section  26 of the  Rights  Agreement  is  hereby
amended by deleting therefrom the following:

Chemical Mellon Shareholder Services, L.L.C.
450 W. 33rd St., 15th Floor
New York, NY  10001-2697
Attention:  Brian Goldstone

and substituting therefor:

First Chicago Trust Company of New York
525 Washington Blvd., 9th Floor - Suite 4694
Jersey City, NY  07303
Attention:  G. Carlo Ciampaglia

Section 6. This First  Amendment may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same

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instrument.  Terms not  defined  herein  shall,  unless  the  context  otherwise
requires, have the meanings assigned to such terms in the Rights Agreement.

Section 7. The Rights Agreement is hereby  ratified,  adopted,
approved and confirmed, as amended by this First Amendment.

Section 8. If any term, provision, covenant, or restriction of
the Rights Agreement,  as amended by this First Amendment, is held by a court of
competent  jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of the Rights
Agreement  shall  remain in full  force and  effect  and in no way be  affected,
impaired or invalidated.

Section  9.  This  First  Amendment  shall be  deemed  to be a
contract made under the laws of the State of Delaware and for all purposes shall
be  governed  by and  construed  in  accordance  with  the  laws of  such  State
applicable to contracts to be made and performed entirely within such State.

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IN WITNESS WHEREOF,  the parties hereto have caused this First
Amendment to be duly  executed and  attested,  all as of the date and year first
above written.

PITNEY BOWES INC.

By:  /s/ Amy Corn
-----------------------------------
Name:  Amy Corn
Title: Corporate Secretary and
Senior Associate General
Counsel

CHASE MELLON SHAREHOLDER SERVICES, LLC.

By:  /s/ Nathan Hill
-----------------------------------
Name:  Nathan Hill
Title: Assistant Vice President

FIRST CHICAGO TRUST COMPANY OF
NEW YORK

By:  /s/ Joanne Gorostiola
-----------------------------------
Name:  Joanne Gorostiola
Title: Assistant Vice President

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