FORM 8 - K

                       SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549-1004


                                   FORM 8 - K
                                 CURRENT REPORT

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




                         Date of Report: August 21, 1997



                                PITNEY BOWES INC.



                         Commission File Number: 1-3579




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





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





Pitney Bowes Inc. - Form 8-K
Page 2 of 3

Item 2:  Acquisition or Disposition of Assets

Stamford,  Connecticut,  August  21,  1997 -- Pitney  Bowes  Credit  Corporation
("PBCC"), a wholly-owned  subsidiary of Pitney Bowes Inc., announced that it has
entered into an agreement  with GATX Capital  Corporation  ("GATX  Capital"),  a
subsidiary of GATX  Corporation,  that will reduce PBCC's external  large-ticket
finance portfolio by approximately $1.2 billion.  This represents  approximately
50 percent of PBCC's current  external  large-ticket  portfolio.  This agreement
reflects PBCC's ongoing  strategy of focusing on fee-and  service-based  revenue
rather than asset based income.

Under  the terms of the  agreement,  PBCC will  transfer  external  large-ticket
finance  assets  through a direct sale to GATX  Capital and an  investment  in a
limited liability company.  PBCC expects to receive  approximately $1 billion in
cash through the end of the year and a 50 percent share in the limited liability
company,  in which PBCC and GATX Capital  would each retain  approximately  $200
million of equity.  The  transaction  is  subject to a number of  conditions  to
closing, which include certain regulatory approvals. The transaction is expected
to close during the third and fourth  quarters of 1997.  There is no  assurance,
however, that the transaction will close in a timely manner or at all.


Item 7:  Financial Statements and Exhibits

   (c) Exhibits (numbered in accordance with Item 601 of Regulation S-K)

       Reg. S-K                Status or                      Incorporation
       Exhibits                Description                    by Reference

           (99)                Release dated                  See Exhibit (i) 
                               August 21, 1997









Pitney Bowes Inc. - Form 8-K
Page 3 of 3







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.

August 27, 1997


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



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