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





                                   F O R M 8-K




                                 CURRENT REPORT


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


        Date of Report (Date of earliest event reported) October 30, 1998




                                PITNEY BOWES INC.
             (Exact name of registrant as specified in its charter)



                         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


Item 2 - Acquisition or Disposition of Assets.

On October 30, 1998, Colonial Pacific Leasing Corporation (CPLC), a wholly owned
subsidiary  of  the  company,   transferred   the   operations,   employees  and
substantially  all assets  related  to its  broker-oriented  external  financing
business to General  Electric  Capital  Corporation  (GECC), a subsidiary of the
General Electric  Company.  The company received  approximately  $790 million at
closing,  which  approximates  the book  value of net assets  sold or  otherwise
disposed of and related  transaction  costs. This transaction is subject to post
closing  adjustments  pursuant to the terms of the purchase  agreement with GECC
entered  into on  October  12,  1998.  Proceeds  from the  sale  will be used to
reinvest in core businesses  around the world,  pay down  consolidated  debt and
repurchase shares of the company's stock.

Item 7 - Financial Statements and Exhibits.

b.   Pro forma financial information.

The required pro forma financial information was previously filed under separate
cover on Form 8-K on November 16, 1998.

c.   The following  exhibits are  furnished in accordance with the provisions of
     Item 601 of Regulation S-K:

     Exhibit                         Description                           
     ---------------------------------------------------------------------

      (2.1)    Pitney Bowes Credit  Corporation,  Colonial Pacific Leasing
               Corporation,  CPLC II Inc.  and  General  Electric  Capital
               Corporation - Stock Purchase  Agreement dated as of October
               12, 1998 (Excluding Schedules, Annexes and Exhibits thereto
               - will be furnished to the Commission upon request)

      (2.2)    Amendment to Stock Purchase Agreement



Pitney Bowes Inc. - Form 8-K
Page 3



                                   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.




November 19, 1998




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



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