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

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

October 25, 2005, (October 24, 2005)
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 October 24, 2005, 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 nine months ended September 30, 2005 and 2004, and consolidated
balance sheets at September 30, 2005, June 30, 2005 and September 30, 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 October 24, 2005

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.

October 25, 2005

/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 THIRD QUARTER RESULTS
--------------------------------------------

STAMFORD,  Conn.,  October 24, 2005 - Pitney  Bowes Inc.  (NYSE:PBI)  today
reported third quarter  performance  characterized  by strong growth in revenue,
earnings  before  interest and taxes  (EBIT),  and  earnings per share.  Revenue
increased  11 percent  to $1.36  billion.  EBIT rose 12 percent to $272  million
versus the third  quarter of 2004.  Net income  for the  quarter  increased  six
percent to $144 million or $.62 per diluted  share versus $.58 per diluted share
in the prior year. Excluding the impact of restructuring  charges, the company's
third quarter  adjusted  diluted  earnings per share was $.66 versus $.63 in the
third quarter of 2004.
Commenting  on the  company's  financial  performance  during the  quarter,
Chairman and CEO Michael J. Critelli noted, "We are pleased with our broad-based
growth in equipment,  software, supplies, financing, and services revenue during
the quarter.  This reflects our success in executing our strategies for expanded
offerings throughout the mailstream.
"We are also  pleased  that we were  able to grow our  earnings  per  share
despite an  increase  in  interest  expense,  a higher  tax rate,  and a reduced
earnings  contribution  from Capital Services compared with the third quarter of
the prior year."
During  the  quarter,  the  company  took  several  actions  as part of its
previously announced  restructuring program and recorded after-tax charges of $8
million or $.04 per diluted share.

The  company  generated  $218  million in cash from  operations  during the
quarter.  Free cash flow was $165 million.  Free cash flow is equal to cash from
operations less capital  expenditures  and excludes the effects of the company's
restructuring program.
The company purchased approximately one million of its common shares during
the quarter for $41 million.  The Board of Directors approved an additional $300
million  authorization  for the  repurchase  of shares  over the next  twelve to
twenty-four months. The company now has $310 million of remaining  authorization
for future share repurchases.
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 and EBIT increased
nine percent to $949 million and $286 million, respectively,  when compared with
the third quarter in the prior year.
In the U.S.,  the  quarter's  revenue  growth  was  favorably  impacted  by
placements of networked digital mailing systems  (especially small and mid-sized
systems),  mail creation  equipment,  and supplies.  The quarter's  results also
included 26 percent revenue growth from Document Messaging Technologies,  driven
by growth from Group 1 software and placements of the industry- leading Advanced
Productivity Systems (APS) and Flexible Productivity Systems (FPS).
Outside  of the  U.S.,  revenue  grew 13  percent.  These  results  include
increased  placements of mailing  equipment with small  businesses and increased
sales of supplies in Europe.  In addition,  revenue  growth  benefited  from the
fourth-quarter  2004  acquisition of Groupe Mag and favorable  foreign  currency
translation. Revenue growth for the quarter was adversely impacted by the timing
of production mail placements in Europe.
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 19
percent to $376  million and EBIT  growth of 66 percent to $26 million  compared
with the third quarter of the prior year.
The company's  management services operation reported a two percent decline
in revenue and an EBIT margin  improvement to seven  percent.  This reflects the
company's focus on enhancing profitability for this business.
Mail services  revenue grew 129 percent  versus the third quarter last year
as a result of the expansion of its network,  growth in customer  base,  and the
acquisition of Imagitas  during the second quarter 2005. EBIT margins were seven
percent,  which was an improvement  versus last year's third quarter even as the
company continued to invest in the growth of its presort and international  mail
network and integrated recently acquired sites.  Imagitas expanded its marketing
services  for the  motor  vehicle  registration  process  to a fifth  state  and
launched a catalog request form as an expanded offering in its move update kit.
Capital  Services  revenue for the quarter  increased  three percent to $31
million and EBIT declined 26 percent to $16 million primarily as a result of the
costs associated with the planned spin-off of this business.
Earlier in the year,  the  company  announced  that it had  entered  into a
definitive  agreement  to effect a  sponsored  spin-off  of most of the  Capital
Services assets,  which contributed  approximately $.03 per diluted share in the
third quarter 2005, about one cent less than the contribution to earnings in the
third quarter of the prior year. 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.  The preparation of the regulatory
filings  with  respect to the new  company has taken  longer  than  anticipated.
Consequently, the company now expects the spin-off to occur mid-year 2006.
The anticipated net after-tax  restructuring charges for the fourth quarter
are in the  range of $5  million  to $20  million,  or $.02 to $.09 per  diluted
share.  The  restructuring  charges  relate  to the  continued  realignment  and
streamlining of the company's worldwide infrastructure requirements.
The company  anticipates fourth quarter revenue growth in the range of five
to seven  percent and diluted  earnings  per share in the range of $.64 to $.73.
Excluding the impact of

restructuring  charges,  the company expects adjusted diluted earnings per share
in the range of $.73 to $.75.
Management  of  Pitney  Bowes  will  discuss  the  company's  results  in a
conference  call  today at 5:00 p.m.  EDT.  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 $5.4
billion  global  leader of  integrated  mail and document  management  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  adds  back  long-term  commitments  such  as  capital
expenditures, as well as special items like cash used for restructuring charges.
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 fourth  quarter  and full year 2005,  and our  expected
diluted  earnings  per share for the fourth  quarter and for the full year 2005.
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 months ended September 30,
2005 and 2004, and  consolidated  balance sheets at September 30, 2005, June 30,
2005, and September 30, 2004, are attached.

Pitney Bowes Inc.
Consolidated Statements of Income
(Unaudited)
-----------
(Dollars in thousands, except per share data)

Three Months Ended September 30,             Nine Months Ended September 30,
-------------------------------------    -------------------------------------
2005             2004 (1)                2005             2004 (1)
----------------    -----------------    ----------------    -----------------

Revenue from:
Sales                                 $       394,754     $        346,397     $     1,162,768     $      1,016,199
Rentals                                       198,894              199,768             606,029              601,841
Financing                                     159,582              147,599             478,244              443,821
Support services                              196,162              177,480             588,393              495,839
Business services                             376,409              316,462           1,094,041              926,829
Capital services                               30,633               29,816             104,921              110,816
----------------    -----------------    ----------------    -----------------
Total revenue                           1,356,434            1,217,522           4,034,396            3,595,345
----------------    -----------------    ----------------    -----------------

Costs and expenses:
Cost of sales                                 168,228              152,255             507,294              463,548
Cost of rentals                                38,975               39,193             125,261              123,970
Cost of support services                      103,198               89,923             306,369              260,660
Cost of business services                     299,585              262,843             887,724              761,425
Cost of non-core financing                          -                    -                   -               13,017
Selling, general and administrative           421,115              371,056           1,245,158            1,096,315
Research and development                       40,029               42,629             121,873              117,563
Restructuring charge                           12,918               15,582              23,480               46,854
Charitable Contribution                             -                    -              10,000                    -
Interest, net                                  54,144               43,403             151,374              127,386
----------------    -----------------    ----------------    -----------------
Total costs and expenses                  1,138,192            1,016,884           3,378,533            3,010,738
----------------    -----------------    ----------------    -----------------
Income before income taxes                       218,242              200,638             655,863              584,607

Provision for income taxes                        73,943               64,122             222,929              186,779
----------------    -----------------    ----------------    -----------------
Net income                               $       144,299     $        136,516     $       432,934     $        397,828
================    =================    ================    =================

Basic earnings per share                 $          0.63     $           0.59     $          1.89     $           1.72
================    =================    ================    =================
Diluted earnings per share               $          0.62     $           0.58     $          1.86     $           1.70
================    =================    ================    =================
Average common and potential common
shares outstanding                        231,148,496          233,796,993         232,416,998          234,289,313
================    =================    ================    =================

<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                                                                    9/30/05              6/30/05             9/30/04
------
-----------------    -----------------    ---------------

Current assets:
Cash and cash equivalents                                         $        294,527     $        276,884     $      346,522
Short-term investments                                                      50,703               72,836              3,758
Accounts receivable, less allowances:
9/05  $47,726  6/05  $50,977 9/04 $37,632                                637,054              617,066            495,414
Finance receivables, less allowances:
9/05  $65,680  6/05  $66,837 9/04 $69,382                              1,361,381            1,342,058          1,355,727
Inventories                                                                228,708              237,146            214,396
Other current assets and prepayments                                       214,087              210,791            199,912
-----------------    -----------------    ---------------

Total current assets                                                   2,786,460            2,756,781          2,615,729
-----------------    -----------------    ---------------

Property, plant and equipment, net                                         626,737              633,991            680,048
Rental equipment and related inventories, net                              484,600              481,852            458,604
Property leased under capital leases, net                                    3,667                2,572              2,243
Long-term finance receivables, less allowances:
9/05  $84,057  6/05  $86,360 9/04 $105,089                             1,794,908            1,803,482          1,794,556
Investment in leveraged leases                                           1,574,760            1,558,000          1,554,844
Goodwill                                                                 1,623,505            1,609,849          1,298,944
Intangible assets, net                                                     360,585              409,112            289,776
Other assets                                                               900,046              906,828            850,267
-----------------    -----------------    ---------------

Total assets                                                         $     10,155,268     $     10,162,467     $    9,545,011
=================    =================    ===============
Liabilities and stockholders' equity
------------------------------------
Current liabilities:
Accounts payable and accrued liabilities                          $      1,458,522     $      1,478,953     $    1,320,799
Income taxes payable                                                       135,684              116,290            205,363
Notes payable and current portion of
long-term obligations                                                    931,685            1,459,078          1,097,551
Advance billings                                                           467,522              483,344            404,012
-----------------    -----------------    ---------------
Total current liabilities                                              2,993,413            3,537,665          3,027,725
-----------------    -----------------    ---------------

Deferred taxes on income                                                 1,787,556            1,750,902          1,760,054
Long-term debt                                                           3,351,732            2,881,637          2,823,286
Other noncurrent liabilities                                               342,038              347,233            405,784
-----------------    -----------------    ---------------
Total liabilities                                                      8,474,739            8,517,437          8,016,849
-----------------    -----------------    ---------------
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                 1,160                1,173              1,255
Common stock, $1 par value                                                 323,338              323,338            323,338
Retained earnings                                                        4,452,852            4,381,273          4,223,052
Accumulated other comprehensive income                                     118,121              123,156             72,674
Treasury stock, at cost                                                 (3,524,959)          (3,493,927)        (3,402,176)
-----------------    -----------------    ---------------
Total stockholders' equity                                             1,370,529            1,335,030          1,218,162
-----------------    -----------------    ---------------

Total liabilities and stockholders' equity                           $     10,155,268     $     10,162,467     $    9,545,011
=================    =================    ===============

Pitney Bowes Inc.
Revenue and EBIT
Supplemental Information
September 30, 2005
(Unaudited)
-----------
(Dollars in thousands)
%
2005                2004 (2)           Change
-----------------    ------------------   ------------

Third Quarter
-------------
Revenue
-------
Global Mailstream Solutions           $        949,392     $         871,244             9%
Global Business Services                       376,409               316,462            19%
Capital Services                                30,633                29,816             3%
-----------------    ------------------   ------------

Total Revenue                         $      1,356,434     $       1,217,522            11%
=================    ==================   ============

EBIT (1)
----
Global Mailstream Solutions           $        285,794     $         262,935             9%
Global Business Services                        25,825                15,523            66%
Capital Services                                16,266                22,108           (26%)
-----------------    ------------------   ------------

Total EBIT                                     327,886               300,566             9%

Unallocated amounts:
Interest, net                               (54,144)              (43,403)
Corporate expense                           (42,582)              (40,943)
Restructuring charge                        (12,918)              (15,582)
-----------------    ------------------
Income before income taxes            $        218,242     $         200,638
=================    ==================

<FN>
(1) Earnings before interest and taxes (EBIT) excludes general corporate
expenses.
</FN>

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

Pitney Bowes Inc.
Revenue and EBIT
Supplemental Information
September 30, 2005
(Unaudited)
-----------
(Dollars in thousands)
%
2005               2004 (2)           Change
-----------------    ------------------   ------------

Year to Date
------------
Revenue
-------
Global Mailstream Solutions           $      2,835,434      $      2,557,700            11%
Global Business Services                     1,094,041               926,829            18%
Capital Services                               104,921               110,816            (5%)
-----------------    ------------------    -----------

Total Revenue                         $      4,034,396     $       3,595,345            12%
=================    ==================    ===========

EBIT (1)
----
Global Mailstream Solutions           $        844,287      $        772,172             9%
Global Business Services                        67,186                47,179            42%
Capital Services                                61,794                69,825           (12%)
-----------------    ------------------    -----------

Total EBIT                                     973,267               889,176             9%

Unallocated amounts:
Interest, net                               (151,374)             (127,386)
Corporate expense                           (132,550)             (130,329)

Charitable Contribution                      (10,000)                    -
Restructuring charge                         (23,480)              (46,854)
-----------------    ------------------
Income before income taxes            $        655,863     $         584,607
=================    ==================

<FN>
(1) Earnings before interest and taxes (EBIT) excludes general corporate
expenses.
</FN>

<FN>
(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 Sept. 30,      Nine months ended Sept. 30,
-------------------------------   -------------------------------
2005              2004             2005             2004
-------------    --------------   --------------    -------------

GAAP income before income taxes, as reported     $    218,242     $     200,638    $     655,863     $    584,607
Restructuring                                      12,918            15,582           23,480           46,854
Charitable contribution                                 -                 -           10,000                -
-------------    --------------   --------------    -------------
Income before income taxes, as adjusted               231,160           216,220          689,343          631,461
Provision for income taxes, as adjusted                78,593            69,728          234,375          203,642
-------------    --------------   --------------    -------------
Income, as adjusted                              $    152,567     $     146,492    $     454,968     $    427,819
=============    ==============   ==============    =============

GAAP diluted earnings per share, as reported     $       0.62     $        0.58    $        1.86     $       1.70
Restructuring                                        0.04              0.04             0.06             0.13
Charitable contribution                                 -                 -             0.03                -
-------------    --------------   --------------    -------------
Diluted earnings per share, as adjusted          $       0.66     $        0.63    $        1.96     $       1.83
=============    ==============   ==============    =============

GAAP net cash provided by operating activities,
as reported                                    $    218,490     $     213,856    $     432,599     $    727,818
Capital expenditures                             (67,766)          (79,378)        (215,446)        (226,225)
Restructuring payments                            14,396            14,684           48,922           44,848
Charitable contribution                                -                 -           10,000                -
IRS bond payment                                       -                 -          200,000                -
-------------    --------------   --------------    -------------
Free cash flow, as adjusted                      $    165,120     $     149,162    $     476,075     $    546,441
=============    ==============   ==============    =============

GAAP income before income taxes, as reported     $    218,242     $     200,638    $     655,863     $    584,607
Interest, net                                      54,144            43,403          151,374          127,386
-------------    --------------   --------------    -------------
Earnings before interest and taxes (EBIT)             272,386           244,041          807,237          711,993
Restructuring                                      12,918            15,582           23,480           46,854
Charitable contribution                                 -                 -           10,000                -
-------------    --------------   --------------    -------------
EBIT, as adjusted                                $    285,304     $     259,623    $     840,717     $    758,847
=============    ==============   ==============    =============